Dated __ December 2005

CLOSED JOINT-STOCK COMPANY "CHUKOTKA MINING AND GEOLOGICAL COMPANY", as the Borrower

BCK VENTURES LIMITED, BEMA GOLD CORPORATION, KUPOL VENTURES LIMITED, WHITE ICE VENTURES LIMITED, CHUKOTKA VENTURES LIMITED and BEMA GOLD FAR EAST LLC, as the Guarantors

KUPOL AU-AG (BARBADOS) INC., as the Risk Management SPV

THE ENTITIES party to the Tranche A Senior Loan Agreement, as the Tranche A Senior Lenders

THE COMMERCIAL BANKS AND/OR FINANCIAL INSTITUTIONS party to the Tranche B Senior Loan Agreement, as the Tranche B Senior Lenders

INTERNATIONAL FINANCE CORPORATION, as the Junior Lender

BAYERISCHE HYPO- UND VEREINSBANK AG, CATERPILLAR FINANCIAL SERVICES (UK) LIMITED, EXPORT DEVELOPMENT CANADA, MITSUBISHI CORPORATION and SOCIETE GENERALE, as the Mandated Lead Arrangers for the Senior Loans

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as the Documentation Agent for the Senior Lenders

SOCIETE GENERALE, as the Technical Agent for the Senior Lenders

SOCIETE GENERALE, as the Insurance Agent for the Senior Lenders

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as the Tranche A Facility Agent for the Tranche A Senior Lenders

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as the Tranche B Facility Agent for the Tranche B Senior Lenders

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as the Offshore Security Trustee for the Finance Parties

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as the Principal Russian Security Agent for the Finance Parties

CLOSED JOINT-STOCK COMPANY "INTERNATIONAL MOSCOW BANK", as the Russian Gold Security Agent and

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as the Principal Facilities Agent for the Senior Lenders

CLOSED JOINT-STOCK COMPANY "CHUKOTKA MINING AND GEOLOGICAL COMPANY" (the "Borrower");

BCK VENTURES LIMITED ("BCK Ventures"), BEMA GOLD CORPORATION ("Bema"), KUPOL VENTURES LIMITED ("Kupol Cyprus"), WHITE ICE VENTURES LIMITED ("White Ice"), CHUKOTKA VENTURES LIMITED ("CVL") and BEMA GOLD FAR EAST LLC ("Bema Far East" and, collectively with BCK Ventures, Bema, Kupol Cyprus, White Ice and CVL, the "Guarantors");

KUPOL AU-AG (BARBADOS) INC. (the "Risk Management SPV");

the entities referred to on the signature pages hereof as the lenders under the Tranche A Senior Loan Agreement (collectively, the "Tranche A Senior Lenders");

the banking and/or financial institutions referred to on the signature pages hereof as the lenders under the Tranche B Senior Loan Agreement (collectively, the "Tranche B Senior Lenders");

INTERNATIONAL FINANCE CORPORATION, in its capacity as the lender under the Junior Loan Agreement (in such capacity, the "Junior Lender");

BAYERISCHE HYPO- UND VEREINSBANK AG ("HVB"), CATERPILLAR FINANCIAL SERVICES (UK) LIMITED, EXPORT DEVELOPMENT CANADA, MITSUBISHI CORPORATION and SOCIETE GENERALE, in their capacity as mandated lead arrangers of the financings contemplated by the Senior Loan Agreements (collectively, in such capacity, the "MLA's");

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as the documentation agent for the Senior Lenders (in such capacity, the "Documentation Agent");

SOCIETE GENERALE, in its capacity as the technical agent for the Senior Lenders (in such capacity, the "Technical Agent");

SOCIETE GENERALE, in its capacity as the insurance agent for the Senior Lenders (in such capacity, the "Insurance Agent");

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as the facility agent for the Tranche A Senior Lenders (in such capacity, the "Tranche A Facility Agent");

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as the facility agent for the Tranche B Senior Lenders (in such capacity, the "Tranche B Facility Agent");

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as the offshore security trustee for the Finance Parties (in such capacity, the "Offshore Security Trustee");

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as the principal Russian security agent for the Lenders (in such capacity, the "Principal Russian Security Agent");

CLOSED JOINT-STOCK COMPANY "INTERNATIONAL MOSCOW BANK", in its capacity as the Russian security agent for the Lenders in connection with Gold (in such capacity, the "Russian Gold Security Agent"); and

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as the principal facilities agent for the Senior Lenders (in such capacity, the "Principal Facilities Agent").

DEFINITIONS AND INTERPRETATION

Defined Terms

The following terms when used in this Agreement, shall have the following meanings:

"Actual Cash Flow" means, in relation to any period, the excess (if any) of:

(a)

without duplication, total Dollars realised and received by the Borrower during such period from sales of Gold and Silver from Production and from any Project Risk Management Agreements

(b)

any recovery of value added or similar tax actually received by the Borrower during such period

less

(c)

Project Costs incurred during such period (excluding, however, Project Capital Costs incurred during such period to the extent that the same are actually funded with the proceeds of Senior Loans).

"Agreed Environmental Requirements" means:

(a)

any laws, rules or regulations of whatsoever nature (whether federal, provincial or otherwise) relating to environmental, health and safety or similar issues from time to time in effect and having application to any Group Member;

(b)

the World Bank Group (including IFC and MIGA) Environmental Health and Safety Policies as from time to time in effect, including;

(i)

IFC Safeguard Policy on Environment Assessment (OP 4.01), dated October 1988;

(ii)

World Bank's Policy OPN 11.03: Cultural Property (September 1986);

(iii)

World Bank's Policy OP 4.37: Safety of Dams (September 1996) supplemented by IFC draft Policy on Safety of Dams (OP 4.37) and MIGA Safeguard Policy on Dam Safety, 2005;

(iv)

World Bank's Policy OD 4.30: Involuntary Resettlement (June 1990);

(v)

IFC OP 4.36 Safeguard Policy on Forestry, dated November 1998, to be complemented by the World Bank Operational Policies OP 4.36 dated November 2002;

(vi)

IFC OP 4.04 Safeguard Policy on Natural Habitats dated _ November 1998;

(vii)

IFC Policy Statement on Forced Labour and Harmful Child Labour, dated March 1998; and

(viii)

World Bank Operational Directive 4.20, Indigenous Peoples, dated September 1991;

the World Bank Group/IFC Environmental, Health and Safety Guidelines as from time to time in effect, including:

(i)

World Bank Environmental, Health and Safety Guidelines, Mining and Milling – Open Pit, dated August 11, 1995;

(ii)

World Bank Environmental, Heath and Safety Guidelines, Mining and Milling – Underground, dated August 11, 1995;

(iii)

Pollution Abatement and Prevention Handbook (PPAH) July 1, 1998: General Environmental Guidelines;

(iv)

the IFC Life and Fire Safety Guidelines, dated December 2002;

(v)

the IFC Operational Heath and Safety Guidelines, dated June 2003;

(vi)

the IFC General Health and Safety Guidelines, dated July 1, 1998;

(vii)

the IFC Hazardous Materials Management Guidelines, dated December 2001; and

(viii)

Pollution Abatement and Prevention Handbook 1998, Part III, Project Guidelines, Monitoring;

the "Equator Principles" as from time to time in effect;

the "Principles and Standards of Practice" contained in the International Cyanide Management Code;

(f)

the Construction ESAP and the Operational ESAP;

(g)

the Mine Reclamation and Closure Plan;

(h)

the Emergency Response Plan; and

(i)

the Occupational Health and Safety Plan

"Agreed Form" means in respect of any instrument:

(a)

in a form executed by the relevant parties and dated the date hereof; or

(b)      

if not executed and dated the date hereof, substantially in the form initialled on the date hereof by the Documentation Agent (or ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ & Maw LLP on its behalf), the Junior Lender and an Authorised Representative of ▇▇▇▇; or

(c)    

in such form as the Documentation Agent, the Junior Lender and each Obligor party thereto (or, if no Obligor is party thereto, Bema) agree is the Agreed Form of such instrument for the purposes of this Agreement,

the Economic Completion Date;

the date of termination or cancellation of all Commitments under such Senior Loan Agreement; or

the date that all Commitments under such Senior Loan Agreement are fully drawn.

any day which is not a Saturday, Sunday, legal holiday or any other day on which banks are authorised or required to be closed in London, England or New York City, U.S.A or Vancouver, Canada or Moscow, Russia; and/or

relative to the calculation of LIBOR, any day on which dealings in Dollars are carried on in the London interbank market; and/or

relative to the determination of the London Gold Price or the London Silver Price or the determination of the Dollar equivalent of any amount based on the London Gold Price or the London Silver Price, any day on which dealings in Gold or, as may be relevant, Silver are carried on between members of the LBMA in London.

with respect to any Compliance Certificate to be delivered pursuant to Clause 10.1(c) within thirty (30) Business Days after 30 June or 31 December in any calendar year, each 1 January and 1 July occurring after such 30 June or 31 December, as the case may be (or, in the case of any Compliance Certificate to be delivered prior to the Mechanical Completion Date, each 1 January and 1 July occurring after the date on which the Mechanical Completion Date is, as at the date of delivery of such Compliance Certificate, then scheduled to occur); and

with respect to any Compliance Certificate to be delivered pursuant to Clause 10.1(c) on the Mechanical Completion Date or the Economic Completion Date, the first 1 July or 1 January occurring thereafter and each subsequent six (6) monthly anniversary of such first 1 July or 1 January, as the case may be.

the aggregate amount of all expenditures of such person for fixed or capital assets (including (i) expenditures incurred in connection with all development costs, and (ii) working capital referred to in the Cash Flow Schedule and incurred prior to the Economic Completion Date) made during such period which would be classified as capital expenditures;

the aggregate amount of all Capitalised Lease Liabilities paid by such person during such period.

securities maturing not more than twelve (12) months from the date of issue, which are issued by the governments of any of Canada, Germany, France, the United Kingdom or the United States; or

any negotiable certificate of deposit or bankers' acceptance (in either case, in certificated form and denominated in U.S. Dollars), maturing not more than one (1) year after such time, which is issued (or, in the case of a bankers' acceptance, accepted) by a commercial banking institution organised under the laws of an OECD member country that has a combined capital and surplus and undivided profits of not less than U.S.$1,000,000,000 (or the equivalent thereof in any other currency).

the sum of:

(i)

the Actual Cash Flow for such Cash Sweep Calculation Period; plus

(ii)

Total Cash Balances as at the first Business Day of such Cash Sweep Calculation Period;

any amount credited to the Debt Service Reserve Account during such Cash Sweep Calculation Period,

any amount debited from the Debt Service Reserve Account during such Cash Sweep Calculation Period (excluding any amount debited from the Debt

in the case of each Tranche A Senior Lender, the amount specified next to such Tranche A Senior ▇▇▇▇▇▇'s signature on the signature pages of the Tranche A Senior Loan Agreement; and

in the case of each Tranche B Senior Lender, the amount specified next to such Tranche B Senior Lender's signature on the signature pages of the Tranche B Senior Loan Agreement.

the sum of (i) Actual Cash Flow, plus (ii) Funded Debt Service (Historic)

the average daily LIBOR (determined for nominal Interest Periods of six (6) months) for the six (6) month period ending on such date; and

(i) at any time on or prior to the Senior Obligations Discharge Date, the greater of (A) the Applicable Margin under the Tranche A Senior Loan Agreement, and (B) the Applicable Margin under the Tranche B Senior Loan Agreement, in each case as in effect on such date, and (ii) at any time after the Senior Obligations Discharge Date, the Applicable Margin under the Junior Loan Agreement.

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 Facilities (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

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,

with respect to each Senior Lender, the office of such Senior Lender designated as such below its signature hereto (if such an office is specified) or such other office of such Senior Lender as may be designated from time to time by notice from such Senior Lender to the Principal Facilities Agent (and, in the case of each Tranche A Senior Lender and each Tranche B Senior Lender to the Tranche A Facility Agent and the Tranche B Facility Agent, respectively) and the Borrower;

with respect to the Principal Facilities Agent and each Tranche Facility Agent, the office of each such person designated as such below its signature hereto or such other office of the Principal Facilities Agent or either Tranche Facility Agent as may be designated from time to time by notice to the Borrower and (i) in the case of the Principal Facilities Agent, each Senior Lender, (ii) in the case of the Tranche A Facility Agent, each Tranche A Senior Lender, and (iii) in the case of the Tranche B Facility Agent, each Tranche B Senior Lender; and

with respect to the Junior Lender, the office of the Junior Lender designated as such below its signature hereto or such other office of the Junior Lender as may be designated from time to time by notice from the Junior Lender to the Borrower.

counterparts of the Economic Completion Certificate executed by each person referred to in the definition thereof;

a Compliance Certificate calculated (on the basis of the Cash Flow Schedule as then in effect (including any changes thereto arising as a result of the circumstances referred to in Clause 1.8(b)) as at the proposed Economic Completion Date pursuant to Clause 10.1(c) together with, in each such case, an independent verification from the Independent Engineer in form reasonably satisfactory to the Technical Agent with respect to:

(i)

statements and calculations contained in such Economic Completion Certificate and Compliance Certificate; and

(ii)

the development of the Kupol Project in a manner which is consistent with the Development Plan; and

confirmation that the balance standing to the credit of the Debt Service Reserve Account shall be equal to or in excess of the then applicable Required Debt Service Reserve Balance;

the acceleration of all or any portion of the outstanding principal amount of the Loans and/or other Obligations pursuant to Clause 13.2 or 13.3 as a result of the occurrence of any Event of Default.

in the case of the Senior Loans made by the Tranche A Senior Lenders, 30 June, 2013;

the rights under any Project Risk Management Agreement of any Covered Senior Lender are transferred to any issuer of Political Risk Insurance as a result of any payment to such Covered Senior Lender thereunder; or

the rights under this Agreement of any Covered Senior Lender which is also then a Senior Lender RMA Provider are transferred to any issuer of Political Risk Insurance as a result of any payment to such Covered Senior Lender thereunder

the principal amount of the Loans scheduled to be repaid during such period pursuant to Clause 3.1(b) of the Tranche A Loan Senior Agreement and Clause 3.1(b) of the Tranche B Senior Loan Agreement,

the amount of interest and other amounts (including any amount payable in connection with the maintenance of any Political Risk Insurance) accrued on the Senior Loans during such period.

(a)

the Dollar equivalent (calculated at the date of determination of Future Net Cash Flow

(i)

in the case of any such ounces of Gold or Silver which are covered by a Project Risk Management Agreement in effect on the relevant date of calculation, at the price for delivery of Gold or Silver specified in such Project Risk Management Agreement (or, if no price other than a floor price for delivery of Gold or Silver is specified in such Project Risk Management Agreement, the minimum price for the delivery of Gold or Silver referred to therein); and

(ii)

in the case of all other such ounces of Gold or Silver, at the lower of (A) the London Gold Price or the London Silver Price, as may be relevant, on the date of calculation of Future Net Cash Flow, and (B) the average of the afternoon London Gold Price or London Silver Price, as may be relevant, as determined on each relevant day occurring during the six (6) month period ending on the date of calculation of Future Net Cash Flow),

which suggests that such Obligor is not or may not be a "going concern" or which is of a similar nature to the same;

which suggests that there has been any limitation in the scope of examination of material matters relevant to such financial statement; or

which questions the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause a breach of the terms of Clause 11.1.

in respect of the Loans made by the Tranche A Senior Lenders, an "Interest Period" as defined in Clause 1.2 of the Tranche A Senior Loan Agreement; and

in respect of the Loans made by the Tranche B Senior Lenders, an "Interest Period" as defined in Clause 1.2 of the Tranche B Senior Loan Agreement.

all associated beneficiation facilities, together with all plant sites, waste dumps, ore dumps, crushing circuits, abandoned heaps, power supply systems and ancillary and infrastructure facilities).

the Senior Loan Agreements; and

the Junior Loan Agreement.

the Present Value of Future Net Cash Flow for the period commencing on such date and ending on the latest to occur of the Final Maturity Dates under each Senior Loan Agreement;

counterparts of the Mechanical Completion Certificate executed by each person referred to in the definition thereof; and

a Compliance Certificate calculated (on the basis of the Cash Flow Schedule as then in effect (including any changes thereto arising as a result of the circumstances referred to in Clause 1.8(b)) as at the proposed Mechanical

its memorandum and articles of association, charter or similar documents in any applicable jurisdiction; and

all shareholder agreements, voting trusts, and similar arrangements applicable to any of its authorised shares of capital stock or other equity interests.

if any Senior Loans are outstanding, the ratio (expressed as a percentage) of:

if no Senior Loans are outstanding, the ratio (expressed as a percentage) of:

the contingent net liabilities of the Obligors at such time to such Senior Lender RMA Provider under all Project Risk Management Agreements to which such Senior Lender RMA Provider is a party, to;

the contingent net liabilities of the Obligors at such time to all Senior Lender RMA Providers under all Project Risk Management Agreements to which any Senior Lender RMA Provider is a party.

the principal amount of (and interest accruing on and other amounts due in respect of) the Covered Senior Lenders' Senior Loans; and

any amount due and owing to any Covered Senior Lender in connection with any Project Risk Management Agreement entered into by it,

in the case of the Senior Loans made by the Tranche A Senior Lenders, collectively, each 30 June and 31 December of each calendar year, commencing with 31 December, 2008 and ending with the Final Maturity Date with respect to such Senior Loans;

in the case of the Senior Loans made by the Tranche B Senior Lenders, collectively, each 30 June and 31 December of each calendar year, commencing with 31 December, 2008 and ending with the Final Maturity Date with respect to such Senior Loans; and

in the case of the Junior Loans, 15 June, 2014.

the Project Account Agreement (Escrow Account);

the Project Account Agreement (Magadan);

the Project Account Agreement (Moscow);

the Project Account Agreement (Offshore);

the Project Account Agreement (Offshore Collection Account); and

the Project Account Agreement (Risk Management SPV).

the Construction Contract, the Refining Agreement, the Sales Agency Agreement, the Offtake Agreement, the Framework Agreement and all related agreements or contracts, in each case in the form provided to the Documentation Agent in connection with its execution and delivery of this Agreement; and

all other instruments (excluding any Finance Document) entered into prior to such time required to be provided to the Principal Facilities Agent pursuant to Clause 10.1(q), in each case in the form supplied pursuant to such clause.

Present Value of Future Net Cash Flow for the period commencing on such date and ending on the last day of the Project Period,

the cash costs scheduled to be, or, as the case may be, actually paid, during such period in connection with the operation, maintenance and reclamation of the Kupol Project (whether to mine, mill, ▇▇▇▇▇, refine and/or deliver Production for sale or otherwise), in each case whether incurred pursuant to any Project Document or otherwise (and, for the avoidance of doubt, including costs of the nature referred to in the Mine Reclamation and Closure Plan);

all profit, income, property and other taxes imposed by any Governmental Agency, in each such case scheduled to be or, as the case may be, actually paid during such period;

all payments scheduled to be, or as the case may be, actually paid, under any royalty agreements during such period and production royalties calculated and payable (whether in cash or in Gold or in Silver) as a percentage of Gold or Silver produced and sold in connection with the Kupol Project;

at any time after the Economic Completion Date, Funded Debt Service (Historic) (or, as the case may be, Funded Debt Service (Prospective) but excluding any Funded Debt Service (Historic) to the extent that the same has been funded with the proceeds of any Loans) for such period; and

any amount scheduled to be, or as the case may be, actually paid, in connection with any Project Risk Management Agreement.

the date on which the Proven and Probable Reserves of the Kupol Project have been extracted, milled, refined and sold in accordance with the projections set forth in the Cash Flow Model and the Cash Flow Schedule.

statute, law, rule or regulation applicable to any Finance Party, or

guideline, interpretation, directive, consent decree, administrative order, request or determination (whether or not having the force of law) applicable to such Finance Party of any court, central bank or governmental or regulatory authority charged with the interpretation or administration of any statute, law, rule or regulation referred to in clause (a) or of any fiscal, monetary or other authority having jurisdiction over such Finance Party,

at all times on or prior to the Senior Obligations Discharge Date, the Required Senior Lenders; and

at all times after the Senior Obligations Discharge Date, collectively, (i) Senior Lender RMA Providers having, in the aggregate, a Percentage of more than sixty six and two thirds percent (66 %) and (ii) the

1.2

Additional Definitions

Any reference in this Agreement or any other Finance Document to:

(a)

an "affiliate" of any person is a reference to a subsidiary or a holding company, or a subsidiary of a holding company, of such person;

"applicable law" means, with respect to any person or matter, any supranational, national, regional, tribal or local statute, law, rule, treaty, convention, regulation, order, decree, directive, consent decree, determination or other requirement (whether or not having the force of law but being one which a responsible organisation would regard as binding on it) relating to such person or matter and, where applicable, any interpretation thereof by any Governmental Agency having jurisdiction with respect thereto or charged with the administration or interpretation thereof and, in each such case, as the same may be amended, modified, codified or re-enacted, in whole or in part, and in effect from time to time;`

references to any Party to this Agreement shall be construed so as to include their respective successors and permitted transferees and assigns in accordance with their respective interests and in accordance with the terms of the relevant Finance Document;

"contingent liability" means any agreement, undertaking or arrangement by which any person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss in respect of) the indebtedness, obligation or any other liability of any other person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other person. The amount of any person's obligation under any contingent liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteed thereby;

"contractual obligation" means, relative to any person, any provision of any security issued by such person or any instrument or undertaking to which such person is a party or by which it or any of its property is bound;

"control" means the power of one person to, directly or indirectly:

(i)

vote more than fifty percent (50%) of the issued share capital of a second person or the voting power in such second person; or

(ii)

direct, or cause the direction of, the management, business or policies of such second person, whether through the ability to exercise voting power, by contract or otherwise;

"financial indebtedness" shall be construed as a reference to any indebtedness for or in respect of moneys borrowed or raised by whatever means (including by means of acceptances under any acceptance credit facility, the issue of loan stock, any liability in respect of a finance lease or capital lease and any obligations evidenced by bonds, notes, debentures or similar instruments) or for the deferred purchase price of assets or services (excluding normal trade debt which does not include any interest payment or finance charge) or any other transaction having the commercial effect of a borrowing;

(h)

a "guarantee" includes a standby letter of credit, an indemnity and any other obligation (howsoever called) of any person to pay, purchase or provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of or to assist in or provide means of discharging or otherwise be responsible for, any indebtedness of, or the solvency of any other person;

(i)

"guaranteed indebtedness" means, with respect to any person, all indebtedness of such person in respect of guarantees or other similar assurances against loss given by such person in respect of the indebtedness of other persons;

(j)

a "holding company" of a company or corporation shall be construed as a reference to any company or corporation of which the first-mentioned company or corporation is a subsidiary;

(k)

"indebtedness" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(l)

"instrument" means any contract, agreement, indenture, mortgage, document or writing (whether by formal agreement, letter or otherwise) under which any obligation is evidenced, assumed or undertaken, or any lien (or right or interest therein) is granted or perfected or purported to be granted or perfected;

(m)

"investment" means, relative to any person:

(i)

any loan or advance made by such person to any other person (excluding commission, travel, housing, incentive and similar advances to officers and employees made in the ordinary course of business);

(ii)

any guarantee made or issued by such person; and

(iii)

any ownership or similar interest held by such person in any other person.

The amount of any investment shall be:

(iv)

in the case of clauses (m)(i) and (m)(iii), the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property; and

(v)

in the case of clause (m)(ii), subject to any limitation set forth in the relevant agreement, etc., the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation, or other liability guaranteed thereby or, if such principal amount is not stated therein, or determinable pursuant to the provisions thereof, the maximum liability reasonably anticipated in respect

thereof as determined in good faith by the person obligated thereunder to the reasonable satisfaction of the Principal Facilities Agent.

(n)

a "lien" means any mortgage, charge, pledge, hypothecation, assignment by way of security, deposit arrangement, encumbrance, lien (statutory or otherwise), title retention, finance lease, factoring or discounting of debts or other security interest on or over present or future assets of the person concerned securing any obligation of any person or any other type of preferential or trust arrangement having a similar effect, including any such security interest which arises or is imposed by operation of law;

(o)

"maturity" means, relative to any Loan, any date on which such Loan is stated to be due and payable, in whole or in part, whether by required repayment, prepayment, declaration or otherwise;

(p)

"ounce" means a fine ounce ▇▇▇▇ weight of gold bullion (or, as may be relevant, an ounce ▇▇▇▇ weight of silver bullion) in a form readily tradeable with the members of the LBMA from time to time;

(q)

a "person" means any natural person, corporation, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity;

(r)

"principal amount" means, with respect to any Loan outstanding (or to be outstanding) at any date, the aggregate principal amount (calculated in Dollars) of such Loan at such date;

(s)

a "quarter" means each three month period beginning in any year, on each of 1 January, 1 April, 1 July, 1 October or, if any such date is not a Business Day, the immediately preceding Business Day;

(t)

a "subsidiary undertaking" shall have the same meaning as in the Companies Act 1985 of the United Kingdom; and

(u)

the "winding-up" or "dissolution" of a company or the appointment of an "administrative receiver", a "receiver", "manager", "liquidator" or an "administrator" with respect to a company shall be construed so as to include any equivalent or analogous proceedings or, as the case may be, person under the law of the jurisdiction in which such company is incorporated or any jurisdiction in which such company carries on business.

Interpretation

Unless a clear contrary intention appears, this Agreement and each other Finance Document shall be construed and interpreted in accordance with the provisions set forth below:

(a)

reference to any agreement (including any other Finance Document), document or instrument means such agreement, document or instrument as amended, supplemented, novated, replaced, waived, restated or modified, and

in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof;

(b)

a reference to a time of day shall be construed as a reference to London time;

(c)

"including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term;

(d)

the singular number includes the plural number and vice versa;

(e)

reference to any person includes such person's successors, substitutes and assigns but, if applicable, only if such successors, substitutes and assigns are permitted by this Agreement or such other Finance Document, and reference to a person in a particular capacity excludes such person in any other capacity or individually;

(f)

reference to any gender includes any other gender;

(g)

"hereunder", "hereof", "hereto", "herein" and words of similar import shall be deemed references to this Agreement or such other Finance Document, as the case may be, as a whole and not to any particular Clause or other provision hereof or thereof;

(h)

relative to the determination of any period of time, "from" means "from (and including)" and "to" means "to (but excluding)";

(i)

a reference to a "corporation" or "company" shall be construed as a reference to the analogous form of business entity used in any relevant jurisdiction;

(j)

when an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and

(k)

a reference to fees, costs, charges or expenses includes all value added tax or other applicable taxes imposed thereon.

Use of Defined Terms

Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule, the Insurance Summary, each Borrowing Request, each Continuation Notice, each Compliance Certificate, each other Finance Document and each notice and other communication delivered from time to time in connection with this Agreement or any other Finance Document.

Cross-References

Unless otherwise specified, references in this Agreement and in each other Finance Document to any Clause or sub-clause are references to such Clause or sub-clause of this Agreement or such other Finance Document, as the case may be.

Accounting and Financial Determinations

All accounting terms used herein or in any other Finance Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, generally accepted accounting principles in Canada ("GAAP"), in each case applied (subject to the provisions of Clause 1.7) on a basis consistent with the preparation of the financial statements referred to in Clause 9.5(a). All currency amounts included in any calculation of any financial undertaking contained in any Finance Document (including Clause 11 of this Agreement and Clause 6.6 of the Bema Guarantee) shall, except to the extent expressly set forth therein, be made in Dollars.

Change in Accounting Principles

If, after the Effective Date, there shall (without prejudice to Clause 1.6 and Clause 12.19(a)(iv)) be any change to any Obligor's Fiscal Year, or in the application of the accounting principles used in the preparation of the financial statements referred to in Clause 9.5(a) as a result of the promulgation of rules, regulations, pronouncements, or opinions by any Governmental Agency or any entity with responsibility for the administration of accounting standards (or agency with similar functions) which changes, in any such case, result in a change in the method of calculation of financial covenants, standards, or terms applicable to such Obligor found in this Agreement or any other Finance Document, the Parties agree promptly to enter into negotiations in order to amend such financial covenants, standards or terms so as to reflect equitably such changes with the desired result that the evaluation of such Obligor's financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until the Required Lenders have given their consent to such amendments, such ▇▇▇▇▇▇▇'s financial condition shall continue to be evaluated on the same principles as those used in the preparation of the financial statements referred to in Clause 9.5(a).

Project Determinations, etc.

(a)

(i)

All determinations and calculations of any financial item contained or referred to in this Agreement or any other Finance Document shall be determined and calculated to the reasonable satisfaction of the Lenders in accordance with the relevant provisions of this Agreement;

(ii)

Without prejudice to the generality of clause (a)(i), all projected financial determinations and calculations relating to the Kupol Project (including the determination or calculation, as the case may be, of forecasted Project Costs, Debt Service Coverage Ratio (Prospective) Funded Debt Service (Prospective), Future Net Cash Flow, Loan Life Ratio, Present Value of Future Net Cash Flow and Project Life Ratio) shall be made in accordance with the Cash Flow Model (and taking into account any Project Risk Management Agreement then in effect).

(iii)

All determinations and calculations to be made in accordance with the Cash Flow Model by reference to a specified period shall, in the event such period does not appear in the Cash Flow Model, be determined or

calculated on a pro rata basis for such specified period from the actual periods referred to in the Cash Flow Model.

Without prejudice to the provisions of clause (c) or any other provision of this Agreement (including Clause 12.6), the Borrower shall give prompt notice to the Technical Agent of any change in any fact, event or circumstance which renders the Cash Flow Schedule as then currently in effect materially inaccurate (including:

(A)  

the occurrence of the Economic Completion Date prior to 1 June 2009;

(B)    

any change in the cash flows expected in connection with the Kupol Project due to any interruption to the operation of the  Kupol Project or any acceleration in Production;

(C)      

any change in the likely future development of the Kupol Project arising as a result of any tests concluded in connection with the achievement of Mechanical Completion or Economic Completion); and/or

(D)

the projected incurrence of any Project Capital Cost Overrun)

and shall work in consultation with the Technical Agent and the Independent Engineer to produce a revised Cash Flow Schedule which is responsive to such changes. A copy of such revised Cash Flow Schedule shall be promptly sent to the Principal Facilities Agent.

In the event that the Technical Agent, acting in consultation with the Borrower and the Independent Engineer, (or the Borrower, acting in consultation with the Technical Agent and the Independent Engineer) reasonably determines that the Cash Flow Model is no longer capable of producing an accurate forecast of the performance of the Kupol Project (including an accurate forecast of any of the financial measures referred to in Clause 11.1) then the Senior Lenders (or, at any time after the Senior Obligations Discharge Date, the Junior Lender) and the Borrower shall negotiate in good faith to produce a revised model which is reasonably acceptable in form and substance to the Independent Engineer and the Technical Agent (or, at any time after the Senior Obligations Discharge Date, the Junior Lender) and which is capable of producing such an accurate forecast.

In the event that the Cash Flow Schedule or the Cash Flow Model shall be modified prior to the Economic Completion Date pursuant to the provisions of this clause (including as a result of any acceleration in Production), then the Senior Lenders and the Borrower shall negotiate in good faith to produce a revised Economic Completion Certificate which is reasonably acceptable in form and substance to the Independent Engineer and the Technical Agent and which reflects such modifications.

(c)

From time to time (but in any event (i) with a frequency of not less than six (6) monthly, and (ii) so as to enable a current revised Cash Flow Schedule to be utilised in connection with the preparation of each of the Mechanical Completion Certificate and the Economic Completion Certificate) upon the reasonable request of the Technical Agent (or, at any time after the Senior Obligations Discharge Date, the Junior Lender), the Borrower shall run the Cash Flow Model employing relevant parameters then applicable to the Kupol Project with a view to producing a revised Cash Flow Schedule. Copies of such revised Cash Flow Schedule shall promptly be supplied to each Lender and to Bema.

(d)

For the avoidance of doubt, without the consent of the relevant required Finance Parties pursuant to Clause 18.1 the production of any revised Cash Flow Schedule shall not constitute, and shall not be deemed to imply, (i) any waiver of any Default which might be indicated by such revised Cash Flow Schedule (including any such Default arising as a result of a breach of any provision of Clause 11.1), or (ii) any requirement that the financial covenants contained in this Agreement be tested with respect to any Calculation Date or other date except as referred to in Clause 11.

(e)

In the case of any provision of this Agreement which refers (either expressly or impliedly) to the development of the Kupol Project in accordance with the Development Plan and where there is any inconsistency between the content of the Technical Review or the Cash Flow Schedule and any other part of the Development Plan then the Technical Review or, as the case may be, the Cash Flow Schedule shall govern.

General Provisions as to Certificates and Opinions, etc.

Whenever the delivery of a certificate is a condition precedent to the taking of any action by any Finance Party or the occurrence of any event hereunder, the truth and accuracy of the facts and the diligent and good faith determination of the opinions stated in such certificate shall in each case be conditions precedent to the right of any Obligor to have such action taken, and any certificate executed by any Obligor shall be deemed to represent and warrant that the facts stated in such certificate are true and accurate.

Agreement to take effect as Deed

The Parties intend that this Agreement shall take effect as a deed notwithstanding the fact that a Party may only execute this Agreement under hand.

RIGHTS AND OBLIGATIONS

(a)

The liabilities and obligations of each Finance Party under this Agreement and under each other Finance Document to which it is a party are several.

(b)

The failure by any Finance Party to perform any of its obligations under this Agreement or under any other Finance Document to which it is a party shall not affect or discharge the obligations of any other Party or under any other Finance Document nor shall any other Party be liable for the failure by such

Finance Party to perform its obligations under this Agreement or under any other Finance Document.

(c)

The rights of a Finance Party under this Agreement and each other Finance Document to which it is a party are separate and independent rights. Any debt owed by the Borrower to a Finance Party under the Finance Documents shall be a separate and independent debt.

THE FACILITIES

Grant of the Facilities

(a)

The Tranche A Senior Lenders agree to grant to the Borrower a senior term loan facility in the maximum aggregate principal amount of U.S.$150,000,000, upon the terms and subject to the conditions of the Tranche A Senior Loan Agreement, this Agreement and the other Finance Documents.

(b)

The Tranche B Senior Lenders agree to grant to the Borrower a senior term loan facility in the maximum aggregate principal amount of U.S.$250,000,000, upon the terms and subject to the conditions of the Tranche B Senior Loan Agreement, this Agreement and the other Finance Documents.

(c)

The Junior Lender agrees to grant to the Borrower a junior term loan facility in the maximum aggregate principal amount of U.S.$25,000,000, upon the terms and subject to the conditions of the Junior Loan Agreement, this Agreement and the other Finance Documents.

Availability of the Facilities

The Facilities shall be available for utilisation by the Borrower during (in the case of the Senior Facilities) the relevant Availability Period and (in the case of all Facilities) in accordance with the terms and conditions of this Agreement, the relevant Loan Agreement and the other Finance Documents.

Cancellation

(a)

The Borrower may cancel the unutilised portion of the Total Senior Commitment Amount in whole or in part on giving not less than ten (10) Business Days prior written notice thereof to the Principal Facilities Agent. Cancellation of any portion of the Total Senior Commitment Amount shall be in an integral multiple of U.S.$1,000,000 and shall be applied pro rata to the aggregate Commitment Amount of each Senior Lender under each Senior Loan Agreement. Effective upon the cancellation of a portion of the Total Senior Commitment Amount each Senior Lender's Commitment Amount will immediately be reduced by an amount equivalent to its relevant Funding Percentage of the amount of such cancellation.

(b)

Any notice given under clause (a) shall be irrevocable.

(c)

The Borrower may give a notice pursuant to clause (a) only if the Technical Agent is satisfied (acting reasonably and in consultation with the Independent Engineer) that Mechanical Completion will be achieved on or prior to 30

September 2008, and that Economic Completion will be achieved on or prior to 1 June, 2009, in each case using funds from the unutilised portion of the Total Senior Commitment Amount as will remain available and/or from other funds which the Borrower has demonstrated to the Technical Agent are available to the Borrower from Bema or any other source.

(d)

The Borrower may not cancel the unutilised portion of the commitment of the Junior Lender to make Junior Loans pursuant to the Junior Loan Agreement.

4.

DRAWDOWN

4.1

Delivery of Borrowing Requests

Subject to the provisions of this Clause 4 and the relevant Senior Loan Agreement, the Borrower may utilise either Senior Facility by delivery to the relevant Tranche Facility Agent during the Availability Period of a duly completed and executed Borrowing Request in accordance with the procedures set forth in such Senior Loan Agreement.

The Borrower shall promptly provide the Principal Facilities Agent with a copy of each Borrowing Request delivered by the Borrower under each Senior Loan Agreement.

4.2

Completion of a Borrowing Request

No Borrowing Request shall be accepted as having been duly completed and executed unless such Borrowing Request complies with the conditions for issuance of such Borrowing Request under this Agreement and the relevant Senior Loan Agreement. Each such Borrowing Request, once delivered by the Borrower, shall be irrevocable.

4.3

Making of the Senior Loans

(a)

Each Senior Loan shall be made by the relevant Senior Lenders in accordance with the terms and conditions of this Agreement and the relevant Senior Loan Agreement. Without limiting the generality of the foregoing, in the event that Senior Loans are not to be advanced on a Borrowing Date under both Senior Loan Agreements in compliance with Clause 8.2(d) then no Senior Loans shall be advanced under either Senior Loan Agreement.

(b)

Proceeds of all Senior Loans shall be made available to the Borrower by the credit of such proceeds to the Moscow Dollar Account.

4.4

Junior Loans

The Junior Loans shall be advanced to the Borrower in accordance with the procedures set forth in the Junior Loan Agreement. Proceeds of all Junior Loans shall be made available to the Borrower by the credit of such proceeds to the Moscow Dollar Account.

Principal Payments

(a)

The Borrower shall repay the unpaid principal amount of all Loans on each relevant Principal Payment Date and otherwise in accordance with the provisions of this Agreement and the Loan Agreement under which such Loan has been made. Without limiting the generality of the foregoing the Borrower shall make payment in full of the unpaid principal amount of each Loan on the relevant Final Maturity Date.

(b)

The Borrower shall be permitted to prepay the principal amount of the Senior Loans outstanding under each of the Senior Loan Agreements in whole or in part on the following terms and conditions:

(i)

the Borrower shall give the Principal Facilities Agent and the Tranche Facility Agents not less than ten (10) Business Days' prior written notice (counting the date on which such notice is given) of any such voluntary prepayment, which notice, once given, shall be irrevocable;

(ii)

all such partial voluntary prepayments shall be in an aggregate principal amount for all Senior Loans then outstanding which is in a minimum amount of U.S.$5,000,000 and an integral multiple of U.S.$1,000,000;

(iii)

the Borrower shall, simultaneously with providing the notice referred to in clause (b)(i), provide the Principal Facilities Agent with such evidence as the Principal Facilities Agent may require in connection with any Approval required or advisable in connection with such prepayment (including confirmation that such prepayment has been made in compliance with currency control requirements as then in effect in Russia); and

(iv)

any other terms and conditions set forth in the relevant Loan Agreement.

(c)

The Borrower shall, on each date of receipt of proceeds of any insurance policy which are required by the terms of Clause 12.14(h)(iii) to be applied against the Senior Loans, make a mandatory prepayment of the Senior Loans outstanding on such date in a principal amount equal to the amount of such proceeds.

(d)

(i)

The Borrower shall, not later than five (5) Business Days after the date of submission of each Cash Sweep Calculation Certificate, make a mandatory repayment of the Senior Loans outstanding on each such date in a principal amount equal to thirty five percent (35%) of the Cash Sweep Calculation Amount for the Cash Sweep Calculation Period to which such Cash Sweep Calculation Certificate relates.

(ii)

The Borrower shall (unless the Junior Lender otherwise elects by notice to the Borrower), not later than five (5) Business Days after the

(e)

Any principal amount in respect of any Senior Loans repaid or prepaid under clause (b), (c) or (d) shall (i) be applied pro rata in repayment or prepayment, as the case may be, pro rata against the principal amount of all Senior Loans then outstanding under each of the Senior Facilities, and (ii) subject to sub- clause (e)(i), be applied against subsequent repayments of Senior Loans required to be made pursuant to clause (a) in the inverse order of maturity thereof.

(f)

Each repayment or prepayment of the principal amount of any Senior Loans made pursuant to this Clause shall be without premium or payment of any other additional amount, except as may be required pursuant to Clause 7.3.

(g)

Any repayment or prepayment of the principal amount of any Senior Loans shall include accrued interest on the date of repayment or prepayment on the principal amount being prepaid.

(h)

The principal amount of any Senior Loans repaid or prepaid may not be re- borrowed.

(i)

The repayment and prepayment of the principal amount of any Junior Loans shall, subject always to Clause 16, be subject to the terms and conditions of the Junior Loan Agreement.

**

Miscellaneous Provisions

Notwithstanding any other term or provision of this Clause 5:

(a)

No prepayment of all or any part of any Senior Loan shall be permitted other than in accordance with the express terms of this Agreement and the relevant Senior Loan Agreement.

(b)

No cancellation, in whole or in part, of any Commitment shall be permitted other than in accordance with the express terms of this Agreement and the relevant Senior Loan Agreement.

(c)

Where the Borrower cancels any part of any Commitment pursuant to this Agreement and the relevant Senior Loan Agreement, the Borrower shall pay all amounts due and payable under the relevant Senior Loan Agreement arising from such cancellation.

(d)

No amount of any Commitment cancelled in accordance with this Agreement and the relevant Senior Loan Agreement may subsequently be reinstated.

(e)

The Principal Facilities Agent shall promptly (and in any event within at least five (5) Business Days prior to the date specified for such prepayment or cancellation) notify the Tranche Facility Agents, of any prepayment of any Senior Loan or any cancellation of any Commitment Amount notified to it by the Borrower under this Clause 5.

PROJECT ACCOUNTS

The provisions of this Article 6 set forth the principles applicable to the operation of the Project Accounts in accordance with the requirements of the Finance Parties. The Project Accounts shall be operated and administered strictly in accordance with the terms and conditions of this Article 6, the Project Account Agreements and any other relevant Finance Document.

Project Accounts (Offshore)

(a)

Payments into Offshore Collection Account: The Borrower shall ensure that all proceeds of the sale of Production pursuant to the Sales Agency Agreement and Offtake Agreement are promptly deposited into an account denominated in Dollars (the "Offshore Collection Account") established in London in the name of the Russian Sales Agent with the Project Account Bank (Offshore). Funds deposited into the Offshore Collection Account shall be transferred to the Offshore Debt Service Account and/or the Moscow Dollar Account in accordance with the terms of this Clause 6 promptly upon receipt of the same in the Offshore Collection Account (and, in any event, within one (1) Business Day after receipt thereof).

(b)

Payments into and from Offshore Debt Service Account: For the sole purpose of facilitating the payment of indebtedness outstanding hereunder from amounts on deposit in the Offshore Collection Account the Borrower shall establish an account denominated in Dollars (the "Offshore Debt Service Account") established in London by the Borrower in the name of the Borrower with the Project Account Bank (Offshore).

During each month commencing with October 2008, the Borrower will ensure that during such month an amount is transferred from the Offshore Collection Account to the Offshore Debt Service Account which is equal to the lesser of:

(i)

the amount of proceeds of the sale of Production pursuant to the Sales Agency Agreement and Offshore Agreement received into the Offshore Collection Account during such month; and

(ii)

(A)

 in the case of any transfer made during each of October 2008, November 2008 or December 2008, one third (¹ /₃) of Funded Debt Service (Prospective) for the period commencing on 1 October, 2008 and ending on 31 December, 2008 (as calculated on the date which is three (3) Business Days prior to 1 October, 2008 by the Principal Facilities Agent (using such assumptions with respect to future LIBOR as the Principal Facilities Agent shall reasonably determine) and notified to each of the Borrower and the Russian Sales Agent); and

(B)

in the case of any transfer made during any other month, one sixth (¹ /₆) of Funded Debt Service (Prospective) for the six (6) month period commencing on the first day of such month (as calculated on the date which is three (3) Business Days prior to the first day of such month by the Principal Facilities Agent (using such assumptions with respect to future LIBOR as the Principal Facilities Agent shall reasonably determine) and notified to each of the Borrower and the Russian Sales Agent).

To the extent that, during any month referred to in clause (b)(ii)(A) or clause (b)(ii)(B), the amount calculated pursuant to clause (b)(i) is less than the amount calculated pursuant to clause (b)(ii), then during each following month the Borrower shall (if, and to the extent that, any

funds remain in the Offshore Collection Account during such following month after the transfer in respect of such following month made pursuant to the immediately preceding paragraph) make additional transfers from the Offshore Collection Account to the Offshore Debt Service Account until an amount equal to the full amount of such deficiency has been transferred to the Offshore Debt Service Account.

To the extent that, during any month referred to in clause (b)(ii)(A) or clause (b)(ii)(B), the Borrower is able to evidence (to the reasonable satisfaction of the Technical Agent) that, because of any transfer scheduled to be made to the Offshore Debt Service Account pursuant to the foregoing provisions of this clause (b), there will be insufficient balances in the Project Accounts (excluding the Offshore Debt Service Account) during such month in order to meet the payment of Project Costs permitted to be incurred pursuant to this Agreement, then the amount of such transfer may be reduced to the extent of such deficiency and a transfer of funds in the amount of such reduction shall be made from the Offshore Collection Account to the Moscow Dollar Account. In the event that any such reduction is made during any month then during each following month the Borrower shall (if, and to the extent that, any funds remain in the Offshore Collection Account during such following month after any transfer in respect of such following month made pursuant to the two immediately preceding paragraphs of this clause)) make additional transfers from the Offshore Collection Account to the Offshore Debt Service Account until an amount equal to the full amount of such reduction has been transferred to the Offshore Debt Service Account.

To the extent that sufficient proceeds are contained therein, payment of any Obligations shall be made from amounts on deposit in the Offshore Debt Service Account prior to any other Project Account.

Payments into Offshore Operating Account: The Borrower shall, subject only to the reserve requirement referred to in Clause 6.5(f) (or any similar requirement of applicable law in Russia as may be in effect after the Effective Date which requires reserving for a lesser period and/or in a lesser amount to that described in Clause 6.5(f)) promptly deposit:

(i)

all amounts on deposit in the Moscow Dollar Account which are required to be transferred to the Offshore Operating Account pursuant to Clause 6.2(i); and

(ii)

to the extent permitted by applicable law (and subject to any provision to the contrary contained in Clause 12.14) all amounts denominated in Dollars representing the proceeds of any claim paid under any Insurance Policy,

into an account denominated in Dollars (the "Offshore Operating Account") established in London by the Borrower in the name of the Borrower with the Project Account Bank (Offshore).

(d)

Payments generally from the Project Accounts: Subject to the other terms and conditions of this Agreement (including Clauses 6.5(b), 6.5(e) and 6.5(j) and Clause 16) and the other Finance Documents (including the Borrower Security Agreement (Offshore Assets) and the Borrower Security Agreement (Russian Accounts)), the Borrower shall instruct the relevant Project Account Bank to disburse funds (including through transfer to a different Account) from each Project Account (excluding, however, (i) the Offshore Debt Service Account and the Debt Service Reserve Account which may only be used for the payment of Obligations (and, in the case of the Debt Service Reserve Account, for the purposes set forth in Clause 6.3(c) and 6.3(d)), (ii) the Escrow Account which may only be used for the payment of Obligations and for the payment of Project Capital Cost Overruns, and (iii) the Offshore Collection Account which may only be used for the payment of Obligations and the distribution of proceeds to the Offshore Debt Service Account and/or the Moscow Dollar Account) for application in the following order of priority:

(i)

first, for payment of bona fide Project Costs (excluding, however, Project Costs of the nature referred to in clauses (d)(ii) to (d)(v) and (d)(vii) to (d)(x), but including any amount representing the proceeds of any insurance policy which, pursuant to Clause 12.14(h)(i), is permitted to be applied in payment of third party liabilities or in payment of the replacement costs of equipment) then payable by the Borrower and which are not otherwise restricted from being paid pursuant to the terms of this Agreement or any other Finance Document;

(ii)

second, for payment of Project Operating Costs of the nature referred to in clause (b) or (c) of the definition of such term;

(iii)

third, for payments by the Borrower in respects of (x) the costs of the provision of Political Risk Insurance, or (y) fees payable to any Representative;

(iv)

fourth, for payment (A) of all interest accrued on any Senior Loans and other amounts payable hereunder or any other Finance Document (including any Project Risk Management Agreement) to any Senior Finance Party (excluding, however, any amount of the nature referred to in clauses (d)(v) to (d)(vii)), and (B) of any amount paid by the Borrower in connection with any Project Risk Management Agreement pursuant to clause (z) of the proviso to Clause 12.24;

(v)

fifth, for repayments of the principal amount of Senior Loans on each Principal Payment Date and on the Final Maturity Date pursuant to Clause 5.1(a) and Clause 3.1(b) of each Senior Loan Agreement;

(vi)

sixth, for deposits to the Debt Service Reserve Account to the extent necessary to ensure that the amount standing to the credit thereof is not less than the Required Debt Service Reserve Balance;

(vii)

seventh, for mandatory repayment of the principal amount of Loans pursuant to Clause 5.1(c) or 5.1(d);

(viii)

eighth, for payment of the Junior Obligations;

(ix)

ninth, except to the extent referred to in clause (d)(i) or clause (d)(iv)(B), for payment of amounts as and when permitted to be made pursuant to Clause 12.24; and

(x)

tenth, for payments of other amounts permitted to be paid pursuant to this Agreement.

(e)

Payments from the Offshore Debt Service Account: On the terms and subject to the conditions of this Agreement (including Clause 6.5) the Borrower shall (and may only) instruct the Project Account Bank (Offshore) to disburse funds from the Offshore Debt Service Account for payment of indebtedness outstanding hereunder and under the other Finance Documents.

6.2

Project Accounts (Russia)

(a)

Moscow Dollar Account: For the sole purposes of facilitating the remission of Dollars from the Offshore Collection Account, the conversion of such Dollars into Roubles, the payment of amounts referred to in Clause 6.1(d) and for the purpose of receiving any proceeds in Dollars from the sources referred to in Clause 6.2(e) the Borrower shall establish an account denominated in Dollars (the "Moscow Dollar Account") in Moscow in the name of the Borrower with the Project Account Bank (Moscow).

(b)

Moscow Rouble Account: For the sole purposes of facilitating the conversion of Dollars into Roubles (including any mandatory conversion imposed by applicable law in Russia), the payment of Project Costs denominated in Roubles, the receipt of Rouble denominated proceeds from the sale of Project Output or any other amount denominated in Roubles (including, subject to any provision to the contrary contained in Clause 12.14, all amounts denominated in Roubles representing the proceeds of any claim paid under any Insurance Policy) and the payment of the Obligations, the Borrower shall open a Rouble denominated account (the "Moscow Rouble Account") in the name of the Borrower with the Project Account Bank (Moscow) in Moscow.

(c)

Magadan Accounts: For the sole purposes of facilitating the payment of certain Project Costs denominated in Dollars and Roubles and the payment of the Obligations, the Borrower may establish a Dollar denominated account (the "Magadan Dollar Account") and a Rouble denominated account (the "Magadan Rouble Account"), in each case in the name of the Borrower with the Project Account Bank (Magadan) in Magadan.

(d)

Transit Account: For the sole purpose of complying with (and only so long as it is required by) applicable law in Russia the Borrower shall, for the purpose of receiving amounts denominated in Dollars or any other currency other than Roubles, open a transit account (the "Transit Account"), in the name of the Borrower and with the Project Account Bank (Moscow) in Moscow. The Transit Account may only be operated by the Project Account Bank (Moscow) for the purposes of complying with applicable law in Russia

in connection with the types of currency transfer referred to in this Clause 6. The Borrower shall cause the Project Account Bank (Moscow) to promptly transfer any deposits in the Transit Account from the Transit Account to the appropriate other Project Account, if any, in accordance with this Clause 6. All references in this Article to payments to and from Project Accounts shall, to the extent necessary and for the purposes set forth in this Clause 6, be deemed to include a reference to payment by or through the Transit Account.

Payments into Moscow Dollar Account: To the extent that the same are denominated in Dollars, the Borrower shall promptly deposit:

(i)

the proceeds of the Loans;

(ii)

the proceeds of Capital Contributions made to, or Approved Subordinated Indebtedness extended to, the Borrower;

(iii)

the proceeds derived from the exercise of any Project Risk Management Agreement to the extent that the proceeds thereof are payable to the Borrower;

(iv)

to the extent that the same are not permitted to be deposited into the Offshore Operating Account (and subject to any provision to the contrary contained in Clause 12.14) the proceeds of any Insurance Policy maintained by the Borrower; and

(v)

to the extent not transferred to the Offshore Debt Service Account pursuant to Clause 6.1(b), all amounts on deposit in the Offshore Collection Account so as to ensure compliance with the last sentence of Clause 6.1(a),

into the Moscow Dollar Account.

Payments into Moscow Rouble Account: All amounts received by the Borrower which are denominated in Roubles shall be deposited into the Moscow Rouble Account.

Payments into Magadan Dollar Account and Magadan Rouble Account:

Subject to Clause 6.2(k), payment may only be made into the Magadan Dollar Account and the Magadan Rouble Account by way of transfer from the Moscow Dollar Account and the Moscow Rouble Account, respectively;

Payment from certain Project Accounts (Russia): On the terms and subject to the conditions of this Agreement (including Clause 6.5) the Borrower shall (and may only) instruct the Project Account Bank (Moscow) and/or (as the case may be) the Project Account Bank (Magadan) to disburse funds from the Moscow Rouble Account, the Magadan Dollar Account and the Magadan Rouble Account for the purposes of paying amounts referred to in Clause 6.1(d)(i) and 6.1(d)(ii) and for the repayment of any Obligations.

Balance of Project Accounts in Moscow: To the extent that on any date the aggregate credit balance of the Moscow Dollar Account and the Moscow Rouble Account shall be in excess of the aggregate of:

(i)

U.S.$10,000,000 (calculated, in the case of any portion of such balance which is denominated in Roubles, at then prevailing market rates as determined by the Principal Facilities Agent); and

(ii)

amounts then due to be paid from the Moscow Dollar Account or the Moscow Rouble Account during the fourteen (14) day period commencing on such date,

the Borrower shall effect the prompt transfer of such excess to the Offshore Operating Account.

Balance of Project Accounts in Magadan: To the extent that on any date the aggregate credit balance of the Magadan Dollar Account and the Magadan Rouble Account shall be in excess of U.S.$5,000,000 (calculated, in the case of any portion of such balance which is denominated in Roubles, at then prevailing market rates as determined by the Principal Facilities Agent) the Borrower shall effect the prompt transfer of such excess to the Moscow Dollar Account and/or the Moscow Rouble Account.

Transfer from Moscow Dollar Account to Moscow Rouble Account: The Borrower shall instruct the Moscow Account Bank to transfer funds from the Moscow Dollar Account to the Moscow Rouble Account equal to a percentage (not in excess of ten percent (10%)) of the Rouble equivalent of the Dollar proceeds remitted from the Offshore Collection Account to the Moscow Dollar Account pursuant to the last paragraph of Clause 6.1(b). The Borrower may also from time to time instruct the Moscow Account Bank to transfer funds from the Moscow Dollar Account to the Moscow Rouble Account; provided, however, that the amount of Dollars which may be so transferred during any one calendar month may not (subject to Clause 6.5(c)) exceed the excess, if any, of (i) those Rouble-denominated Project Costs described in Clause 6.1(d)(i) scheduled to be paid during such month pursuant to the Cash Flow Schedule, less (ii) balances standing to the credit of the Moscow Rouble Account, the Magadan Dollar Account and the Magadan Rouble Account on such day which are not then expected to be required to fund the payment of Project Costs already incurred for such month.

Use of surplus Rouble deposits: Prior to making payment of any Dollar denominated Project Cost from any balance standing to the credit of the Offshore Operating Account or the Moscow Dollar Account the Borrower shall, to the extent that there shall be any balance standing to the credit of the Moscow Rouble Account, convert the lesser of (i) such balance (after deducting from such amount an amount equal to those Rouble denominated Project Costs described in Clause 6.1(d)(i) scheduled to be paid during the thirty (30) period commencing on the date of such conversion which are not capable of being funded through a transfer made during such period pursuant to Clause 6.2(k)), and (ii) the Rouble equivalent of such Dollar denominated

Debt Service Reserve Account

(a)

Debt Service Reserve Account: The Borrower shall establish a single purpose interest bearing account denominated in Dollars (the "Debt Service Reserve Account") in the name of the Borrower in London with the Project Account Bank (Offshore).

(b)

**

(c)

Transfer to Offshore Operating Account: If on any day the balance of the Debt Service Reserve Account exceeds the Required Debt Service Reserve Balance calculated on such date and if no Default shall then have occurred and be continuing, the Borrower may instruct the Project Account Bank (Offshore) to transfer such excess on such date to the Offshore Operating Account. Without prejudice to the right of any Finance Party to obtain any repayment or prepayment of any Obligation from the Project Accounts, no amounts other than amounts referred to in this clause may be disbursed from the Debt Service Reserve Account.

(d)

Transfer to Fund Obligations: Without prejudice to Clause 6.5(b), to the extent that any payment in respect of the principal amount of any Senior Loan, or in respect of any interest or fees accrued thereon, shall have become due and payable on any date and the then aggregate balance of the Project Accounts is (after taking into account any amount which might need to be withdrawn from the then current balance of the Project Accounts during the one (1) month period commencing on such date as a result of there being

insufficient revenue during such period to fund the payment of Project Costs which are scheduled to become due and payable during such period) insufficient to fund the payment of such amount then the Borrower may, to the extent of such deficiency, utilise all or a portion (as may be required) the balance of the Debt Service Reserve Account in payment of such amount. Following any such transfer of amounts from the Debt Service Reserve Account, the balance of such account shall be increased to the Required Debt Service Reserve Balance through transfers as and when permitted and required to be made from the Offshore Operating Account to the Debt Service Reserve Account pursuant to Clause 6.1(d)(vi). During any period commencing on the date of any payment from the Debt Service Reserve Account pursuant to this clause (d) until the balance of such account has been restored the Required Debt Service Reserve Balance in accordance with the transfers from the Offshore Operating Account described in this clause (d), the provisions of clause (b) will not apply.

(e)

Transfers into Debt Service Reserve Account: All transfers into the Debt Service Reserve Account shall be from the Offshore Operating Account.

Escrow Account

(a)

Bema shall establish a single purpose interest bearing account denominated in Dollars (the "Escrow Account") in the name of Bema in London with the Project Account Bank (Offshore). As set forth in Clause 8.1(g)(iii), on the **

(b)

On the terms and subject to the conditions of this Agreement (including Clause 6.5), Bema may only instruct the Project Account Bank (Offshore) to disburse funds from the Escrow Account for the following purposes:

(i)

at any time up until the Economic Completion Date, to fund the payment of Project Capital Cost Overruns in accordance with Clause 12.6(b) (whether directly for the account of the Borrower or indirectly through the making of a Capital Contribution through the relevant Guarantors to the Borrower to enable the Borrower to fund such payment); and

(ii)

thereafter by transfer of the balance of the Escrow Account remaining on the Economic Completion Date to such account as ▇▇▇▇ might nominate.

(c)

Interest accruing in respect of the balance of the Escrow Account may, at any time when no Default shall have occurred and be continuing, be paid to Bema.

General Provisions Relating to the Project Accounts

(a)

Restrictions: Moneys shall be deposited to, and disbursed from, the Project Accounts solely for the purposes described in this Clause and the other provisions of this Agreement and the other Finance Documents. No Obligor

shall deposit any moneys into any Project Account other than moneys derived from, or received in connection with, the Kupol Project.

On Event of Default or Insolvency Default: Without prejudice to the right of any Finance Party to obtain any repayment or prepayment of any Obligation when due from the Project Accounts (subject always, in the case of the Junior Lender, to Clause 16), at any time when any Event of Default or Insolvency Default shall have occurred and be continuing, no withdrawal may be made from any Project Account without the prior consent of the Required Lenders.

Project Costs: No amount other than bona fide Project Costs (including any amount in respect of insurance proceeds permitted by the terms of Clause 12.14(h)(iii) to be applied in respect of repair, replacement, restoration or reimbursement) payable in the amount and during the period referred to in the Cash Flow Schedule may be disbursed on instructions of the Borrower or otherwise from any Project Account; provided, however, that subject to the provisions of this Agreement (including the other provisions of this Clause with respect to the operation of the Project Accounts), any Project Costs which are scheduled, pursuant to the Cash Flow Schedule, to be incurred in any quarter may be incurred and paid for in any immediately prior quarter or any immediately subsequent quarter.

Repaying Obligations: Any repayment or prepayment of any Obligations to be made from any Project Account shall (without prejudice to the right of any Finance Party to obtain such repayment or prepayment from any other source, including the other Project Accounts but subject always, in the case of the Junior Lender, to Clause 16) be made in Dollars by disbursing from the relevant Project Account to the Principal Facilities Agent or (in the case of any Junior Obligation owing to the Junior Lender) the Junior Lender (and, in the case of any disbursement from the Magadan Rouble Account or the Moscow Rouble Account, arranging for the conversion of the relevant disbursement from Roubles into Dollars) an amount sufficient to provide for such repayment or prepayment (or, if less, the amount standing to the credit of such Project Account).

Payments from Project Accounts after Occurrence of Default: At any time when any Default shall have occurred and be continuing (but subject to the provisions of clause (b) if any Event of Default or Insolvency Default shall then have occurred and be continuing and subject also to the provisions of clause (c)) the Borrower shall instruct the relevant Project Account Bank only to disburse funds from any Project Account maintained in its name for the purpose of payment of costs referred to below in the following order of priority:

(i)

first, for payment of Required Maintenance Expenditures or Required Completion Expenditures; and

(ii)

second, for repayment of the principal amount of Loans, all interest accrued thereon and other payment Obligations of the Borrower then due and owing (subject always, in the case of any payment to the Junior Lender, to Clause 16).

Any such instruction from the Borrower to the relevant Project Account Bank shall be subject to the provisions of the relevant Project Account Agreement.

Reserve Requirements: The Borrower and the Finance Parties acknowledge that applicable law in Russia as in effect on the Effective Date requires that transfers of funds from the Moscow Dollar Account to the Offshore Operating Account be reserved with the Central Bank of Russia for a period of fifteen (15) days to the extent of twenty five percent (25%) of the Rouble equivalent (calculated at prevailing foreign exchange rates of the Central Bank of Russia) of the amount being transferred.

Cash Equivalent Investments: At any time when no Default shall have occurred and be continuing, the Borrower may direct the Project Account Bank (Offshore) to invest amounts held in any Project Account (Offshore) maintained in its name (excluding, however, the Offshore Collection Account) in Cash Equivalent Investments; provided, however, that:

(i)

such Cash Equivalent Investments are pledged to or otherwise encumbered in favour of the Offshore Security Trustee as security for the Obligations pursuant to the Borrower Security Agreement (Offshore) or other documentation satisfactory to the Principal Facilities Agent;

(ii)

the aggregate amount of Cash Equivalent Investments scheduled to mature on or prior to the date of the next succeeding repayment of the principal amount of the Loans scheduled to be made pursuant to Clause 5.1(a) plus the aggregate cash balances of the Project Accounts (Offshore) on such repayment date shall be equal to or in excess of the amount of such next succeeding repayment;

(iii)

upon the occurrence of an Enforcement Event, the Principal Facilities Agent shall be entitled to direct the Project Account Bank (Offshore) to liquidate such Cash Equivalent Investments, it being expressly understood and agreed that any breakage or other costs arising from such liquidation shall be for the account of the Borrower; and

(iv)

upon the maturity of any Cash Equivalent Investment acquired pursuant to this clause the proceeds thereof (and upon receipt of any interest or other payment in respect of any such Cash Equivalent Investment, the amount of such payment) shall immediately be either deposited into the relevant Project Account (Offshore) or, subject to the other provisions of this Clause, invested in other Cash Equivalent Investments.

Control of Project Accounts: The Project Accounts shall be operated, as set forth in this Clause and in the Project Account Agreements, by the relevant Project Account Bank acting at the request of the Borrower and/or, as the case may be, certain of the Finance Parties as set forth in greater detail in this Clause and, in each case, pursuant to the terms and conditions of this Agreement and the other Finance Documents. The Borrower will not (and Bema will cause the Borrower not to) issue any instruction or take any other

action pursuant to any Project Account Agreement or otherwise in connection with any Project Account which would be inconsistent with the provisions of this Article, the other provisions of this Agreement or the provisions of any other Operative Document.

(i)

Interest: Any interest amounts accruing in respect of the balance of any of the Project Accounts shall at all times be credited to such Project Account and shall be added to the amounts standing to the credit of such Project Account and the distribution of any such amounts shall be subject to the terms of this Clause 6 and the other terms of this Agreement and each other Finance Document.

(j)

Payment and Transfer: Nothing in this Clause 6 or any other provision of this Agreement shall, or shall be deemed to, prevent or restrict:

(i)

(subject always, in the case of any payment to the Junior Lender, to Clause 16) disbursement of amounts from any Project Account in payment of any Obligations (including pursuant to Clause 5.1(a)); or

(ii)

transfer of monies between Project Accounts in accordance with this Agreement and the other Finance Documents.

INCREASED COSTS; MARKET DISRUPTION; TAXES

Dollars Unavailable

**

**

(c)

As an alternative to clause (b), the Borrower may at any time elect that the principal amount of and interest on all of the affected Senior ▇▇▇▇▇▇▇' then outstanding Senior Loans which are affected by the circumstances described in clause (a) be immediately repaid in full (subject, however, to Clause 7.3).

Increased Costs as result of Regulatory Change

The Borrower agrees to reimburse each Senior Lender for any increase (other than as specifically covered in any other provision of this Clause 7) in the cost to such Senior Lender of making, continuing or maintaining (or of its obligation to make, continue or maintain) its Senior Loans, and for any reduction in the amount of any sum receivable or earned by such Senior Lender hereunder in respect of making, continuing or maintaining any portion of any such Senior Loan (including any reduction in such Senior Lender's (or its controlling person's) rate of return on its capital), in either case from time to time by reason of any Regulatory Change. In the event of the incurrence of any such increased cost or reduced amount, such Senior Lender shall promptly notify the Principal Facilities Agent and the Borrower thereof stating in reasonable detail the reasons therefor, the additional amount required fully to compensate such Senior Lender for such increased cost or reduced amount and the calculation of such additional amount. Such notice shall, in the absence of demonstrated error, be conclusive and binding on the Borrower.

Funding Losses

In the event any Senior Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of Dollar deposits or other funds acquired by such Senior Lender to make, continue, or maintain any portion of the principal amount of its Senior Loans) as a result of:

(a)

any repayment or prepayment of the principal amount of a Senior Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Clause 5.1 or otherwise; or

(b)

any action of the Borrower resulting in any Senior Loans not being made, continued or maintained in accordance with the Borrowing Request relating thereto or any Continuation Notice, as the case may be, given in connection therewith,

then such Senior Lender shall notify the Principal Facilities Agent of such loss or expense and upon the request of the Principal Facilities Agent to the Borrower (with a copy to such Senior Lender), the Borrower shall pay to the Principal Facilities Agent for the account of such Senior Lender such amount as will (in the reasonable determination of such Senior Lender) reimburse such Senior Lender for such loss or expense. A statement as to any such loss or expense (including calculations thereof and a statement of any relevant cost of funds, in each case in reasonable detail) shall be submitted by such Senior Lender to the Principal Facilities Agent and the Borrower and shall, in the absence of demonstrated error, be conclusive and binding on the Borrower.

Illegality

(a)

If it becomes unlawful for any Senior Lender to make any of its Senior Loans, the obligations of such Senior Lender to make any portion of the principal amount of such Senior Loans shall, upon such determination, forthwith be suspended until such Senior Lender shall become aware that the circumstances causing such suspension no longer exist and shall have notified the Principal Facilities Agent and the Borrower to such effect, at which time the obligation of such Senior Lender to make its Senior Loans shall be reinstated.

(b)

If it becomes unlawful for any Senior Lender to continue its Senior Loans, then, upon notice by such Senior Lender to the Principal Facilities Agent and the Borrower, the Borrower shall, within five (5) days after the giving of such notice (or such earlier day as might be required by applicable law), either (i) prepay the principal amount of and interest on such Senior Lender's then outstanding Senior Loans (subject, however, to Clause 7.3) or (ii) subject to Clause 18.11, assign or otherwise transfer all of its rights, benefits and obligations under the Finance Documents to a Qualifying Financial Institution which is not affected by the illegality to which such Senior Lender is subject.

Taxes

(a)

All payments by each Obligor of principal of, and interest on, the Senior Loans and all other Senior Obligations payable pursuant to this Agreement or any other Finance Document to any Finance Party shall be made free and clear of, and without deduction for any, present or future income, excise, stamp or other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority of any jurisdiction, in each case other than franchise taxes and taxes (including income, corporation and similar taxes) imposed on or measured by the recipient's overall net income or receipts (such non-excluded items referred to as "Taxes"). In the event that

any withholding or deduction from any payment to be made by any Obligor in respect of any Senior Obligation hereunder or under any other Finance Document is required in respect of any Taxes pursuant to any applicable law, then such Obligor will:

(i)

to the extent that any such Taxes are payable by such Obligor, pay directly to the relevant authority the full amount to be so withheld or deducted;

(ii)

promptly forward to the Principal Facilities Agent an official receipt or other documentation satisfactory to the Principal Facilities Agent evidencing such payment to such authority; and

(iii)

pay to the Principal Facilities Agent for the account of the person or persons entitled thereto such additional amount or amounts as is necessary to ensure that the net amount actually received by such person will be equal to the full amount such person would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any Finance Party with respect to any payment received by such Finance Party hereunder or under any other Finance Document in respect of any Senior Obligation, such Finance Party may pay such Taxes and the relevant Obligor will promptly pay such additional amounts (including any penalties, interest or expenses except to the extent that the same are incurred as a result of the gross negligence or wilful misconduct of the relevant Finance Party) as is or are necessary in order that the net amount received by such Finance Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Finance Party would have received had such Taxes not been asserted.

(b)

If any Obligor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Principal Facilities Agent, for its own account and/or, as the case may be, the account of the relevant Finance Parties, the required receipts or other required documentary evidence, such Obligor shall indemnify the Principal Facilities Agent or the relevant Finance Parties, as the case may be, for any incremental Taxes, interest or penalties that may become payable by any such Finance Party as a result of any such failure (excluding, however, any such incremental Taxes, interest or penalties incurred as a result of the gross negligence or wilful misconduct of the relevant Finance Party). For purposes of this Clause, a distribution hereunder or under any other Finance Document by the Principal Facilities Agent, any other Representative or any Senior Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

7.6

Mitigation

(a)

In the event that the Borrower is obliged to make payment of any amount to any Finance Party pursuant to Clause 7.2 or 7.5 (excluding, however, in the case of Clause 7.5, any withholding in respect of interest payments arising as a result of applicable law as in effect on the Effective Date) or the circumstances described in any of Clause 7.1(a) or 7.4 shall have occurred with respect to

any Finance Party, such affected Finance Party agrees that it will take such reasonable steps as may be open to it to mitigate the effects of the circumstances described in the foregoing Clauses (including the transfer of such Finance Party's Dollar Lending Office to another jurisdiction and the application for a Tax Credit); provided, however, that no Finance Party shall be obligated to: