##### 



EXHIBIT 10(o)
 LOAN AGREEMENT DATED DECEMBER 22, 2005 BETWEEN INCO LIMITED AND A
GROUP OF BANKS AND FINANCIAL INSTITUTIONS, INCLUDING MORGAN STANLEY
SENIOR FUNDING (NOVA SCOTIA) CO., RBC CAPITAL MARKETS, GOLDMAN SACHS
CANADA CREDIT PARTNERS CO. AND THE BANK OF NOVA SCOTIA, AS LEAD
ARRANGERS, AND MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO. AND
RBC CAPITAL MARKETS, AS JOINT BOOK RUNNING MANAGERS, PROVIDING THE
COMPANY WITH LOAN FACILITIES IN CONNECTION WITH THE ACQUISITION OF
FALCONBRIDGE, TOGETHER WITH AMENDMENTS DATED JANUARY 31, 2006 AND
FEBRUARY 20, 2006, PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.




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##### 



Execution Copy
 US$ LOAN AGREEMENT
 among
 INCO LIMITED  as Borrower
 -and-
 MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO. and
RBC CAPITAL MARKETS  as Joint Book Running Managers
 - and 
 MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO.,
RBC CAPITAL MARKETS,
GOLDMAN SACHS CANADA CREDIT PARTNERS CO. and
THE BANK OF NOVA SCOTIA  As Lead Arrangers
 - and -
 MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO.,
ROYAL BANK OF CANADA,
GOLDMAN SACHS CANADA CREDIT PARTNERS CO.,
THE BANK OF NOVA SCOTIA and
THE BANKS AND OTHER FINANCIAL INSTITUTIONS PARTY HERETO  as Lenders
 -and-
 ROYAL BANK OF CANADA  as Administrative Agent
 -and-
 MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO.  as Syndication Agent
 -and-
 GOLDMAN SACHS CANADA CREDIT PARTNERS CO. and
THE BANK OF NOVA SCOTIA  as Co-Documentation Agents
 DATED AS OF DECEMBER 22, 2005




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##### 



TABLE OF CONTENTS
 PageARTICLE 1DEFINITIONS
    
    
    1Section 1.01
    
    Definitions
    
    
    1Section 1.02
    
    Determination of Ratios and Percentages
    
    
    14Section 1.03
    
    Payment on Day Other than Business Day
    
    
    14Section 1.04
    
    References to Time
    
    
    14Section 1.05
    
    Currency
    
    
    14ARTICLE 2AMOUNTS AND TERMS OF THE LOAN FACILITIES
    
    
    15Section 2.01
    
    Establishment of Term Loan Facility
    
    
    15Section 2.02
    
    Establishment of Bridge Loan Facility
    
    
    15Section 2.03
    
    Types, Availability, Amounts, and Purposes of Advances
    
    
    15Section 2.04
    
    Computations of Interest and Fees
    
    
    16Section 2.05
    
    Making the Advances
    
    
    16Section 2.06
    
    Currency
    
    
    17Section 2.07
    
    Interest Rate/Applicable Margins
    
    
    18Section 2.08
    
    Optional Reduction or Termination of the Total Commitment
    
    
    21Section 2.09
    
    Mandatory Prepayments and Reductions
    
    
    22Section 2.10
    
    No Reborrowing; Repayment
    
    
    24Section 2.11
    
    Increased Costs; Capital Adequacy; Illegality
    
    
    24Section 2.12
    
    Payments
    
    
    26Section 2.13
    
    Evidence of Debt
    
    
    28Section 2.14
    
    Commitment Fee
    
    
    29ARTICLE 3CONDITIONS OF LENDING/BORROWING
    
    
    30Section 3.01
    
    Deliveries for Effective Date
    
    
    30Section 3.02
    
    Conditions Precedent to the Initial Advance
    
    
    31Section 3.03
    
    Conditions Precedent to the Subsequent Advances
    
    
    32Section 3.04
    
    Income Tax Act (Canada) Certificate of Bridge Loan Lenders
    
    
    32ARTICLE 4REPRESENTATIONS AND WARRANTIES
    
    
    32Section 4.01
    
    Representations and Warranties of Inco
    
    
    32ARTICLE 5COVENANTS OF THE BORROWERS
    
    
    35Section 5.01
    
    General
    
    
    35Section 5.02
    
    Affirmative Covenants
    
    
    36Section 5.03
    
    Financial Reporting
    
    
    37Section 5.04
    
    Negative Covenants
    
    
    38Section 5.05
    
    Transaction Covenants
    
    
    42
 -i-




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##### 



TABLE OF CONTENTS
 PageARTICLE 6SUBSIDIARY BORROWERS
    
    
    43Section 6.01
    
    Pari Passu Obligations
    
    
    43Section 6.02
    
    Inco Guarantee
    
    
    43Section 6.03
    
    Designation of Subsidiary Borrowers
    
    
    43ARTICLE 7EVENTS OF DEFAULT
    
    
    44Section 7.01
    
    Events of Default
    
    
    44Section 7.02
    
    Subsidiary Borrower Events of Default
    
    
    47ARTICLE 8THE ADMINISTRATIVE AGENT AND THE LENDERS
    
    
    48Section 8.01
    
    Authorization and Action
    
    
    48Section 8.02
    
    No Liability
    
    
    49Section 8.03
    
    Accommodations by Administrative Agent
    
    
    49Section 8.04
    
    Holding of Security; Sharing of Payments, etc
    
    
    50Section 8.05
    
    Lender Credit Decisions
    
    
    50Section 8.06
    
    Indemnification
    
    
    50Section 8.07
    
    Liability of the Lenders
    
    
    51Section 8.08
    
    Successor Administrative Agent
    
    
    51Section 8.09
    
    Reliance Upon Administrative Agent
    
    
    51Section 8.10
    
    Confidentiality
    
    
    52ARTICLE 9MISCELLANEOUS
    
    
    53Section 9.01
    
    Amendments, etc.
    
    
    53Section 9.02
    
    Notices, etc.
    
    
    53Section 9.03
    
    No Waiver; Remedies
    
    
    54Section 9.04
    
    Accounting Terms
    
    
    54Section 9.05
    
    Costs and Expenses
    
    
    54Section 9.06
    
    Judgment Currency
    
    
    55Section 9.07
    
    Descriptive Headings
    
    
    56Section 9.08
    
    Severability
    
    
    56Section 9.09
    
    Survival
    
    
    56Section 9.10
    
    Binding Effect; Governing Law
    
    
    56Section 9.11
    
    Assignments and Participations
    
    
    56Section 9.12
    
    Counterparts
    
    
    60Section 9.13
    
    Entire Agreement
    
    
    60SCHEDULESSchedule A
    
    Commitments of LendersSchedule B
    
    Form of Assignment and Acceptance
 -ii-




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##### 



TABLE OF CONTENTS
 PageSchedule C
    
    Form of Drawing NoticeSchedule D
    
    Form of Conversion NoticeSchedule E
    
    Form of Rollover NoticeSchedule F
    
    Conditions to Tender OfferSchedule G
    
    Form of Certificate of LendersSchedule H
    
    Restricted SubsidiariesSchedule I
    
    Form of Opinion of Borrowers CounselSchedule J
    
    Form of Opinion of Inco In-house CounselSchedule K
    
    Form of Opinion of Ogilvy Renault LLPSchedule L
    
    Form of Opinion of Borrowers Counsel  Subsidiary BorrowerSchedule M
    
    Form of Opinion of Inco In-house Counsel  Subsidiary BorrowerSchedule N
    
    Form of Opinion of Borrowers Counsel  Inco GuaranteeSchedule O
    
    Form of Opinion of Inco In-house Counsel  Inco GuaranteeSchedule P
    
    Form of Inco GuaranteeSchedule Q
    
    Documents to be DeliveredSchedule R
    
    Form of Supplement
 
 *
    
    Indicates information omitted on the basis of a confidential treatment request pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, which has been filed separately with the Securities
and Exchange Commission. -iii-




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##### 



CREDIT AGREEMENT
   ARTICLE 1
DEFINITIONS
 Section 1.01
  1934 Act U.S. Securities Exchange Act
 Accumulated Funding Deficiency
 Acquired Entity
 Administrative Agent
 Advance Type
 Affiliate
 Agents Account
 Agreement
 Applicable Commitment Fee Rate




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##### 



Assignment and Acceptance
 Attributable Debt
 BA Advance
 BA Equivalent Rate th
 BA Equivalent Rate Advance
 BA Lender
 Bankers Acceptance Depository Bills and
Notes Act




---



##### 



-3- Benefit Plan
 Bond Debt
 Borrower Obligations
 Borrowers a Borrower
 Borrowers Counsel
 Borrowing
 Bridge Loan Advance
 Bridge Loan Commitment
 Bridge Loan Facility
 Bridge Loan Facility Commitment Fee
 Bridge Loan Lender
 Bridge Loan Mandatory Prepayment Amount




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##### 



-4- Bridge Loan Mandatory Reinvestment Amount
 Business Day
 Canadian Dollars CD$
 Canadian Pension Plan Pension Benefits Act
 Canadian Prime Rate Advance
 Canadian Prime Rate
 Capital Adequacy Requirement
 CDOR Rate
 (i)
    
    a Canadian Prime Rate Advance, the average of
the rates shown on the display referred to as the CDOR Page (or any
display substituted therefor) on Reuters Domestic Money Service (or any
successor source from time to time) with respect to the banks and other
financial institutions named in such display at or about 10:00 a.m. on
such date for Bankers Acceptances having a term of thirty (30) days,
or if such day is not a Business Day, then on the immediately
succeeding Business Day; provided, however, that if
such rates are not available, then the CDOR Rate with respect to
Canadian Prime Rate Advances for any day shall be calculated as the
average of the bid rates (rounded upwards to the nearest
1/100th of 1%) quoted by each of the Schedule I Reference
Banks for its own Bankers Acceptances for the applicable period as
of 10:00 a.m. on such day, as determined by the Administrative
Agent.; and(ii)
    
    any Bankers Acceptance, the average of the
rates shown on the display referred to as the CDOR Page (or any
display substituted therefor) on Reuters Domestic Money Service (or any
successor source from time to time) with respect to the banks and other




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##### 



-5- financial institutions named in such display at or about 10:00 a.m. on
such day for bankers acceptances having an identical maturity date to
the maturity date of such Bankers Acceptance as determined by the
Administrative Agent, or if such day is not a Business Day, then on the
immediately succeeding Business Day; provided, however, that if such
rates are not available, then the CDOR Rate with respect to any
Bankers Acceptance for any day shall be calculated as the average of
the bid rates (rounded upwards to the nearest 1/100th of 1%)
quoted by each of the Schedule I Reference Banks for its own bankers
acceptances for the applicable period as of 10:00 a.m. on such day, as
determined by the Administrative Agent.
 Change of Control
 (i)
    
    any person or group (as such terms are used in
Section 13(d) or Section 14(d) of the 1934 Act), other than Inco or any
Subsidiary of Inco or their Affiliates (or their legal representatives)
or any employee benefit plan of Inco or any Subsidiary of Inco files or
is required to file a Schedule 13D or Schedule TO (or any successor
schedule form, or report under the 1934 Act) disclosing that such
person has become the beneficial owner (as the term beneficial owner
is used in Rule 13d-3 under the 1934 Act) of more than 50% of the total
number of votes attached to all voting securities of Inco then
outstanding.(ii)
    
    any offeror (as the term offeror is defined
in Section 89(1) of the OSA for the purpose of Section 101 of the OSA,
or any successor provision to either of the foregoing) files or is
required to file a report with any securities commission or securities
regulatory agency in Canada, disclosing that the offeror has acquired
beneficial ownership (within the meaning of the OSA) of, or the power
to exercise control or direction over, or securities convertible into,
any voting or equity shares of Inco that, together with such offerors
securities (as the term offerors securities is
defined in Section 89(1) of the OSA or any successor provision
thereto in relation to the voting or equity shares of Inco) would
constitute voting or equity shares of Inco representing more than 50%
of the total number of votes attached to all voting securities of
Inco then outstanding;(iii)
    
    there is consummated any consolidation,
merger, amalgamation, statutory arrangement (involving a business
combination), amendment to articles, or similar transaction of Inco (A)
in which Inco is not the continuing or surviving corporation, or (B)
pursuant to which the common shares of Inco would be redeemed, changed,
or converted into or exchanged for cash, securities, or other property;
or




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##### 



-6- 
 (iv)
    
    a majority of the members of the board of
directors of Inco cease to be, for at least 90 days, Continuing
Directors;
  Circular
 Commitment
 Commitment Fee
 Commitment Reduction Date
 Confidential Information
 Consolidated Indebtedness
 Consolidated Net Tangible Assets




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##### 



-7-  Continuing Director
 (i)
    
    was a member of such board of directors as at
the close of business on October 11, 2005;(ii)
    
    was nominated for election or elected to such
board of directors (either by a specific vote or by approval of the
proxy statement and circular of Inco in which such member is named as
nominee for director, without objection to such nomination) with the
approval of at least two-thirds of the Continuing Directors who were
members of such board of directors at the time of such nomination or
election; or(iii)
    
    was elected or nominated as a member of such
board of directors as contemplated in Section 1.8 of the Support
Agreement or otherwise in connection with any of the Transactions;
  control controlling controlled
 Conversion Notice
 Debt
 Debt/Equity Ratio
 Designated Account




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##### 



-8- Drawing Notice
 Effective Date
 Eligible Assignee
 Environmental Law
 Equivalent Amount First Currency Other Currency
 ERISA Employee Retirement Income Security Act
 ERISA Affiliate
 Event of Default
 Exchange Rate First Currency Other
Currency




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##### 



-9- Excluded Taxes
 Existing Credit Agreements
 Falconbridge
 Falconbridge Common Shares
 Federal Funds Rate
 First Advance Expiry Date
 Funded Debt
 GAAP GAAP




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##### 



-10- Guarantee
 Hazardous Substance
 Increased Cost Lender
 Indemnified Party
 Indemnitee
 Inco
 Inco Guarantee
 Initial Period
 Interest Period
 ITA Income Tax Act
 Lead Arrangers
 Lenders
 Lending Office
 LIBOR th




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##### 



-11- LIBOR
 LIBOR Advance
 Loan Documents
 Loan Facilities
 Majority Lenders
 Margin Stock
 Material Adverse Change
 Material Adverse Effect
 Maturity Date
 Minimum Assignment Amount




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##### 



-12- Multiemployer Plan
 Net Proceeds
 (i)
    
    with respect to any disposition or sale of
assets by Inco or any of its Wholly-Owned Subsidiaries(*), the net amount equal to the aggregate amount
received in cash (including any cash received by way of deferred
payment pursuant to a note receivable, other non-cash consideration or
otherwise, but only as and when such cash is so received) in connection
with such sale or other disposition;(ii)
    
    with respect to any issuance of Sweep Debt, the
net amount equal to the aggregate amount received in cash in connection
with such issuance; and(iii)
    
    *;
     Non Schedule I Reference Banks




---



##### 



-13- OSA Securities Act
 Other Taxes
 Participating Security
 PBGC
 Person
 Principal Property
 Pro Rata Share
 Rating




---



##### 



-14-  Rating Agencies
 Ratings Change
 Relevant Date
 Restricted Subsidiary
 Rollover Notice
 Sale and Leaseback Transaction
 Schedule I Reference Banks
 Shareholders Equity
 Subsequent Amalgamation
 Subsidiary




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##### 



-15- Subsidiary Borrower
 Supplement
 Support Agreement
 Sweep Debt
 (i)
    
    debt of non Wholly-Owned Subsidiaries of Inco
which is not guaranteed by and does not otherwise have the benefit,
directly or indirectly, of any credit support from Inco;(ii)
    
    borrowings (1) under the Loan Facilities and
the Existing Credit Agreements or any credit facility entered in
replacement thereof or any revolver supplemental thereto, or (2) in the
ordinary course of business (including, without limitation, in
connection with sales of receivables, letters of credit, asset based
financing, hedging, overdraft facilities, and leasing); and(iii)
    
    *,
  Tangible Net Worth
 Taxes
 Tender Offer
 Term Loan Advance




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##### 



-16- Term Loan Commitment
 Term Loan Facility
 Term Loan Facility Commitment Fee
 Term Loan Lender
 Term Loan Mandatory Prepayment Amount
 Term Loan Mandatory Reinvestment Amount
 Total Bridge Loan Commitment
 Total Commitment
 Total Term Loan Commitment
 Transactions
 Unused Bridge Loan Commitment
 Unused Commitments
 Unused Term Loan Commitment
 USBR




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##### 



-17-  USBR Advance
 U.S. Dollars US$
 U.S. Pension Plan
 U.S. Plan
 Wholly-Owned Subsidiary
 Withholding Tax Obligor
 Section 1.02 Determination of Ratios and Percentages
  Section 1.03 Payment on Day Other than Business Day
  Section 1.04 References to Time
       -18-
 Section 1.05 Currency
  ARTICLE 2
AMOUNTS AND TERMS OF THE LOAN FACILITIES
 Section 2.01
  Section 2.02 Establishment of Bridge Loan Facility
  Section 2.03 Types, Availability, Amounts, and Purposes of Advances.
 (a)
    
    Types of Advances. At the option of the Borrowers, the Lenders shall
make the Loan Facilities available to the Borrowers by way of (i) Canadian Prime Rate
Advances, (ii) USBR Advances, and (iii) LIBOR Advances. At the sole request of Inco,
this Agreement shall be amended (in a tax efficient manner and upon terms acceptable to
Inco and the Majority Lenders, acting reasonably), to provide for BA Advances for
Lenders named in Schedule I to the Bank Act(Canada) and BA Equivalent Rate Advances
for other Lenders.(b)
    
    Availability of Advances. Subject to Section 2.09, the Advances shall
be made available to the Borrowers by the Lenders from the Effective Date until 11:59
p.m. on the Commitment Reduction Date; provided that the Commitments and all of the
Lenders obligations under the Loan Documents shall (unless specifically provided
otherwise in any Loan Document) terminate on the First Advance Expiry Date unless the
initial Advance under either of the Loan Facilities shall have occurred before, or
occurs on, the First Advance Expiry Date; provided, however, that the obligations and
liabilities of the Lenders contained in Section 2.12(e), Section 8.06, Section 8.10,
and Section 9.05(c) shall survive the cancellation of the Commitments in full and the
termination of this Agreement.
The whole of any Unused Commitments shall be automatically terminated at 11:59 p.m.
on the Commitment Reduction Date, with the amount of any such reduction being
implemented based upon the Pro Rata Share of each Lender. Borrowings under the Term
Loan Facility and the Bridge Loan Facility shall be pro-rata until the whole of the
Total Bridge Loan Commitment has been advanced or the Total Bridge Loan Commitment
is reduced to zero.




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##### 



(c)
    
    Amounts of Advances. Each Borrowing shall be in an aggregate amount of
not less than US$5,000,000 or CD$5,000,000 or an integral multiple of US$1,000,000 or
CD$1,000,000 in excess thereof (except that a lesser amount may be drawn in order to
fully utilize the Total Term Loan Commitment or the Total Bridge Loan Commitment, as
applicable), and shall consist of Advances of the same Type made on the same day by the
Lenders rateably according to their respective Pro Rata Shares of the Term Loan
Facility or the Bridge Loan Facility, as applicable.(d)
    
    Purpose of Advances. Advances shall be used to finance the
Transactions and may also be used for any repayment or refinancing of debt or
redemption of preferred shares in connection with the Transactions, for payment of fair
value for Falconbridge Common Shares acquired pursuant to any dissent or appraisal
rights, and to pay fees, commissions and expenses in connection therewith.
 Section 2.04 Computations of Interest and Fees
 (a)
    
    Computation of Interest. All computations of interest shall be made by
the Administrative Agent taking into account the actual number of days occurring in the
period for which such interest is payable (including the first day but excluding the
last day of such period), and (i) if based on the Canadian Prime Rate or the USBR, on
the basis of a year of 365 or 366 days, as applicable; or (ii) if based on LIBOR, on
the basis of a year of 360 days. The interest rate for USBR Advances and Canadian
Prime Rate Advances shall be adjusted automatically without notice to the Borrowers
whenever there is a change in USBR or Canadian Prime Rate, as applicable.(b)
    
    Computation of Fees. All computations of fees shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may be,
taking into account the actual number of days occurring in the period for which such
fees are payable.(c)
    
    Interest Act(Canada). For purposes of the Interest Act(Canada),
whenever any interest or fee under this Agreement is calculated using a rate based on a
number of days less than a full year, such rate determined pursuant to such
calculation, when expressed as an annual rate, is equivalent to (x) the applicable
rate, (y) multiplied by the actual number of days in the calendar year in which the
period for which such interest or fee is payable (or compounded) ends, and (z) divided
by the number of days based on which such rate is calculated. The principle of deemed
reinvestment of interest does not apply to any interest calculation under
this Agreement. The rates of interest stipulated in this Agreement are intended to
be nominal rates and not effective rates or yields.
 Section 2.05 Making the Advances
 (a)
    
    Each Borrowing shall be made upon notice (a Drawing Notice) being received by
the Administrative Agent substantially in the form of Schedule C from a Borrower not
later than 10:00 a.m. (and in the case of a Subsidiary Borrower, countersigned by Inco)
(x) three (3) Business Days prior to the date (which shall be a Business Day) of a
Borrowing comprised of a LIBOR Advance, or (y) on the




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##### 



- 20 - date of a Borrowing (which shall
be a Business Day) comprised of a USBR Advance or a Canadian Prime Rate Advance (or
such other periods as may be from time to time be agreed; provided, that the Drawing
Notice in respect of any Borrowing comprised of a LIBOR Advance which is to occur on
the first date upon which any Advance is made under the Loan Facilities shall be
effective if received by the Administrative Agent two (2) Business Days prior to such
date). Each Drawing Notice shall set forth (i) the Type of Advance and amount thereof
in U.S. Dollars or Canadian Dollars, as applicable; (ii) the location and number of the
Designated Account; and (iii) in the case of a Borrowing comprised of LIBOR Advances,
the initial Interest Period therefor. The Administrative Agent shall give each
applicable Lender prompt notice of any Drawing Notice received from a Borrower and of
each Lenders Pro Rata Share of any resulting Advance. On the date of each such
Borrowing, each Lender will make available to the Administrative Agent in the Agents
Account, in immediately available funds in U.S. Dollars in the case of Borrowings
comprised of LIBOR Advances or USBR Advances, or in Canadian Dollars in the case of
Borrowings comprised of Canadian Prime Rate Advances, such Lenders Pro Rata Share of
such Borrowing. After the Administrative Agents receipt of such funds and upon
fulfillment of the applicable conditions set forth in ARTICLE 3, the Administrative
Agent will make such funds available in the Designated Account or Designated Accounts
of the relevant Borrower.(b)
    
    Unless the Administrative Agent shall have received notice from a Lender prior
to the time of any Borrowing that such Lender will not make available to the
Administrative Agent such Lenders Pro Rata Share of such Borrowing (which, for
certainty, shall not derogate from such Lenders obligation to make Advances as
contemplated by Section 2.01 and/or Section 2.02 as applicable, the Administrative
Agent may assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with Section 2.05(a) and the
Administrative Agent may, in reliance upon such assumption, make available to the
relevant Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have so made its Pro Rata Share of such Borrowing available to the
Administrative Agent, such Lender and the relevant Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available to
such Borrower until the date such amount is repaid to the Administrative Agent, at
(i) in the case of a Borrower, the higher of (A) the interest rate applicable at the
time to Advances comprising such Borrowing and (B) the cost of funds incurred by the
Administrative Agent in respect of such amount; and (ii) in the case of such Lender,
the Federal Funds Rate in the case of Advances denominated in U.S. Dollars or (B)
the cost of funds incurred by the Administrative Agent in respect of such amount in
the case of Advances denominated in Canadian Dollars. If such Lender shall repay to
the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lenders Advance as part of such Borrowing for purposes of this
Agreement.




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##### 



- 21 - (c)
    
    The failure of any Lender to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to
make its Advance on the date of such Borrowing, but no Lender shall be responsible for
the failure of any other Lender to make the Advance to be made by such other Lender on
the date of any Borrowing.
 Section 2.06 Currency
 (a)
    
    Currency of Advances. The Loan Facilities shall, at a Borrowers
election, be disbursed and shall be repayable in U.S. Dollars in the case of USBR
Advances and LIBOR Advances or in Canadian Dollars in the case of Canadian Prime Rate
Advances. Any Advances made in U.S. Dollars shall be disbursed and shall be repayable
in immediately available funds in U.S. Dollars and any Advances made in Canadian
Dollars shall be disbursed and shall be repayable in immediately available funds in
Canadian Dollars.(b)
    
    Adjustments Based upon Currency Valuation. If the Administrative Agent
shall notify the Borrowers that, solely by reason of fluctuations in currency
valuation, and after giving effect to the conversion of all Term Loan Advances and/or
Bridge Loan Advances, as applicable, outstanding hereunder in Canadian Dollars into
U.S. Dollars, the aggregate amount of such outstanding Term Loan Advances and/or Bridge
Loan Advances exceeds the Total Term Loan Commitment and/or the Total Bridge Loan
Commitment, respectively, (the amount of such excess being hereinafter referred to as
the Excess Amount), by more than five percent (5%), then, subject to Section 2.09(d),
the Borrowers shall immediately prepay Advances comprising the same Borrowing by the
Excess Amount, together with any interest accrued to the date of such prepayment on the
aggregate principal amount of Advances so prepaid; provided that if the prepayment is
in Canadian Dollars, the Borrowers shall first prepay Canadian Prime Rate Advances and
if the prepayment is in U.S. Dollars, the Borrowers shall first prepay USBR Advances
and thereafter LIBOR Advances, together with any interest accrued to the date of such
prepayment on the aggregate principal amount of Advances prepaid. Any prepayments of
LIBOR Advances shall be subject to Section 9.05(b).
 Section 2.07 Interest Rate/Applicable Margins
 (a)
    
    Rates. Interest rates on Advances will be based on the Rating of Inco
as determined by the Rating Agencies. Outstanding Canadian Prime Rate Advances, USBR
Advances and LIBOR Advances shall bear interest at the Canadian Prime Rate, USBR or
LIBOR respectively, plus the applicable margin set forth in the table below until such
time as a Ratings Change shall occur whereupon such interest rate shall be adjusted
pursuant to the table below in accordance with Section 2.07(b).




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##### 



- 22 - 
 Applicable Canadian Prime Rate Margin(%)Applicable USBR Margin (%)under:
    
    Applicable LIBOR Margin (%)Bridge Loan
    
    Term Loan
    
    under:Rating
    
    Facility
    
    Facility
    
    Bridge Loan Facility
    
    Term Loan Facility=/> A3/A-
    
    
    0
    
    
    
    0
    
    
    
    0.375
    
    
    
    0.375= Baa1/BBB+
    
    
    0
    
    
    
    0
    
    
    
    0.500
    
    
    
    0.500= Baa2/BBB
    
    
    0
    
    
    
    0
    
    
    
    0.550
    
    
    
    0.625= Baa3/BBB-
    
    
    0
    
    
    
    0
    
    
    
    0.750
    
    
    
    0.850= Ba1/BB+
    
    
    0.125
    
    
    
    0.250
    
    
    
    1.125
    
    
    
    1.250</=
Ba2/BB
    
    
    0.375
    
    
    
    0.375
    
    
    
    1.375
    
    
    
    1.375
 (b)
    
    Rate Adjustments and Cash Adjustments. Any change in the interest rate
applicable to an Advance brought about by a Ratings Change shall take effect on the
first Business Day immediately following the date of such Ratings Change. Inco and the
Administrative Agent, acting on behalf of the Lenders, agree to settle in cash any
adjustments which may be necessary with regard to interest payments which shall have
been made prior to the receipt of notice pertaining to such Ratings Change.(c)
    
    Payment Dates for USBR Advances and Canadian Prime Rate Advances.
Accrued interest for each calendar month in respect of a USBR Advance or a Canadian
Prime Rate Advance shall be payable quarterly in arrears on the first (1st)
Business Day of each fiscal quarter in respect of the immediately preceding fiscal
quarter in the currency in which such Advance was denominated, provided that the
Administrative Agent shall have given the relevant Borrower one Business Days prior
notice of the amount due. In the event that the Administrative Agent fails to give
such notice, such payment shall be payable by the relevant Borrower on the next
Business Day following such Borrowers receipt of such notice.(d)
    
    Payment Dates for LIBOR Advances. Accrued interest in respect of each
LIBOR Advance shall be payable in arrears on the last day of each Interest Period for
each such LIBOR Advance, or in the case of LIBOR Advances having Interest Periods in
excess of three months, on each three (3) month anniversary of the first day of such
Interest Period and on the last day of such Interest Period; provided that the
Administrative Agent shall have given the relevant Borrower one (1) Business Days
prior notice of the amount due. In the event that the Administrative Agent fails to
give such notice, such payment shall be payable by the relevant Borrower on the first
(1st) Business Day next following such Borrowers receipt of such notice.(e)
    
    Interest Periods. At the time of each drawdown, conversion or rollover
of any Advance, each Borrower shall advise the Administrative Agent of the interest
rate basis (Canadian Prime Rate, USBR or LIBOR) which it elects and, if the LIBOR basis
is selected, the initial interest period therefor which shall be one (1), two (2),




---



##### 



- 23 - three (3), six (6) months, some other period selected by a Borrower with the consent of
the Term Loan Lenders or the Bridge Loan Lenders, as applicable or, with respect to
Advances under the Bridge Loan Facility only, one (1) week (each such period, an
Interest Period) to apply thereto. Interest Periods subsequent to the initial
Interest Period shall be selected for LIBOR Advances no later than three (3) Business
Days prior to the end of the then applicable Interest Period. It is understood and
agreed that a Borrower may elect a different interest basis for any Advances
outstanding at the time of such election, provided that in the case of LIBOR Advances,
such changes can only be made on the last day of an Interest Period. If a Borrower
shall fail to advise the Administrative Agent of the interest basis or the Interest
Period which it elects, the interest basis shall be deemed to be LIBOR for LIBOR
Advances and the Interest Period shall be deemed to be one (1) month.(f)
    
    Impossibility. In the event that any future requirement imposed by any
governmental and/or banking authority in Canada or the United States makes it
effectively impossible for a Lender to continue to make Advances in U.S. Dollars based
on USBR, such Lender reserves the right to convert the rate on then outstanding balance
of any Advances based on USBR to a rate based on LIBOR, all in accordance with the
provisions of this Section 2.07; provided that in such event, if a Borrower shall so
request by delivery of a notice substantially in the form of Schedule D to the
Administrative Agent, such Lender will convert the outstanding balance of such Advances
to Canadian Prime Rate Advances at the applicable Exchange Rates.(g)
    
    Inability to Determine LIBOR. If on any date on which the interest
rate on a LIBOR Advance is to be determined the Administrative Agent determines that
deposits for the relevant amount, currency and Interest Period are not being or will
not be offered to it in the London Interbank market by leading banks or if for any
other reason the Administrative Agent is unable to determine the applicable
LIBOR, then the Lenders shall not be required to make any Advances based on LIBOR
and any then outstanding LIBOR Advance shall, at the option of Inco or a Subsidiary
Borrower, as applicable, on the last day of each Interest Period then applicable to
such LIBOR Advance, either (i) be repaid forthwith, or (ii) bear interest based on
USBR, in each case without prejudice to the right of a Borrower subsequently to
elect a LIBOR Advance.(h)
    
    Rollover or Conversion of Advances Into Another Form of Advance. At
the option of a Borrower, any Advance may be converted or rolled over into another Type
of Advance on any Business Day, provided that: (i) such Borrower provides the
Administrative Agent with a notice substantially in the form of Schedule D or Schedule
E (a Conversion Notice or a Rollover Notice, respectively), as applicable, not
later than 10:00 a.m. (A) on the day of the conversion or rollover in the case of a
Borrowing to be comprised of a USBR Advance, or a Canadian Prime Rate Advance, (B)
three (3) Business Days prior to the conversion or rollover in the case of a Borrowing
to be comprised of a LIBOR Advance, and (ii) in the case of a LIBOR Advance, no such
conversion or rollover may take place other than on the last day of an Interest Period.




---



##### 



- 24 - The ability of a Borrower to convert a USBR Advance or a Canadian Prime Rate Advance
into a LIBOR Advance or rollover a LIBOR Advance is further subject to the
following: (i) no USBR Advance or Canadian Prime Rate Advance may be so converted
when any Event of Default has occurred and is continuing and the Majority Lenders
have determined in their sole discretion not to permit such a conversion, and (ii)
no LIBOR Advance may be rolled over into another LIBOR Advance when any Event of
Default has occurred and is continuing and the Majority Lenders have determined in
their sole discretion not to permit such a rollover (in which case such Advance
shall be converted at the option of the relevant Borrower to a USBR Advance or a
Canadian Prime Rate Advance at the end of the Interest Period applicable to such
LIBOR Advance).Inco acknowledges that, whenever an Advance is to be converted from one currency to
another, it is its sole responsibility to (i) arrange with one Lender for the
exchange rate at which the conversion of the entire amount of such Advance is to
take place and (ii) advise the Administrative Agent of such exchange rate and the
name of a contact at the Lender with whom such arrangement was made. Such
conversion of the entire amount of such Advance shall be effected by the
Administrative Agent with such Lender.A conversion or rollover shall not constitute a repayment or re-advance of the
Advance but shall only reflect a change in the rate or method of calculating
interest on such outstanding Advances as are the subject of a conversion or
rollover.(i)
    
    Maximum Return. Notwithstanding any provisions hereof, in no event
shall the aggregate interest (as defined in section 347 of the Criminal Code
(Canada))
payable hereunder exceed the effective annual rate of interest on the credit
advanced (as defined in that section) hereunder lawfully permitted by that section
and, if any payment, collection or demand pursuant to this Agreement in respect of
interest (as defined in that section) is determined to be contrary to the
provisions of that section, such payment, collection or demand shall be deemed to
have been made by mutual mistake of the relevant Borrower and the Lenders and the
amount of such payment or collection, to the extent of such excess, shall be
refunded to such Borrower. For the purposes of this Agreement, the effective annual
rate of interest shall be determined in accordance with generally accepted actuarial
practices and principles over the relevant term.
 Section 2.08 Optional Reduction or Termination of the Total Commitment
 (a)
    
    Optional Prepayments. A Borrower may, without penalty or similar fee,
payment or assessment (except as set out in Section 9.05(b)), from time to time, prepay
the outstanding amount of Advances comprising a Borrowing in whole or in part (in a
minimum amount of US$1,000,000 or CD$1,000,000, as applicable, and additional integral
multiples thereof, or such other amount for the purposes of repaying the entire amount
of outstanding Advances, as the case may be) with accrued interest to, but not
including, the date of such prepayment on the amount prepaid; provided that (i) such
Borrower shall be required to provide not less than one (1) Business Days prior notice
to the Administrative Agent with regard to any such intended prepayments of any USBR
Advances or Canadian Prime Rate Advances, and (ii) such Borrower shall be required to
provide not less than three (3) Business Days prior notice to the Administrative Agent
with regard to




---



##### 



- 25 - any intended prepayments of LIBOR Advances. Such prepayment shall
permanently reduce the Total Term Loan Commitment or the Total Bridge Loan Commitment,
at the option of such Borrower, and be allocated based on the Pro Rata Share of the
relevant Loan Facility of each Lender.(b)
    
    Optional Reduction of Total Commitment. Inco may, upon at least three
(3) Business Days prior irrevocable notice to the Administrative Agent and the
Lenders, entirely terminate or permanently reduce the then Unused Term Loan Commitments
and Unused Bridge Loan Commitments without penalty or similar fee, payment or
assessment, provided that (i) each partial reduction shall be at least in the aggregate
amount of US$5,000,000 and increments of US$1,000,000, and (ii) any termination or
reduction shall be implemented based upon the Pro Rata Share of each Lender.
 Section 2.09 Mandatory Prepayments and Reductions
 (a)
    
    Bridge Loan Facility. Any outstanding Bridge Loan Advances shall be
prepaid in an amount (the Bridge Loan Mandatory Prepayment Amount) equal to the sum
of:
 (x)
    
    100% of the Net Proceeds received by Inco or any of its
Wholly-Owned Subsidiaries from and after October 10, 2005 from:
 (i)
    
    the sale or other disposition outside of the
ordinary course of business of; or(ii)
    
    loss or destruction giving rise to insurance or
condemnation proceeds with respect to;
   (A)
    
    insurance and condemnation
proceeds to the extent such proceeds are within 180 days of
receipt thereof (1) reinvested or (2) allocated by the recipient
of such proceeds for future reinvestment, in which case such
recipient shall deliver to the Administrative Agent before the
expiry of such 180 day period an officers certificate showing,
in reasonable detail, the nature and anticipated timing of such
future reinvestment, and certifying that in the judgement of
Inco, acting reasonably, such reinvestment and the nature and
timing thereof are appropriate), in a replacement property, (the
amount of such excluded insurance and




---



##### 



- 26 - condemnation proceeds, the
Bridge Loan Mandatory Reinvestment Amount);(B)
    
    any amount which is required to
be repaid to any other lender as a result of such sale or other
disposition, loss, or destruction;(C)
    
    any amount from a * or from the
sale or other disposition or loss or destruction of (1) all of
the issued and outstanding shares of *, (2) all or any part of
the assets owned by any of *, Goro Nickel SAS., or PT
International Nickel Indonesia Tbk, or joint ventures, (3)
marketable securities and/or equity investments in an entity
representing less than a 25% interest in such entity (other than
securities of Falconbridge) having an aggregate market value of
no more than US$150,000,000, and (4) assets having an aggregate
market value of no more than US$150,000,000; and(D)
    
    any amount from the sale or other
disposition of assets by Inco or any of its Wholly-Owned
Subsidiaries (or any Subsidiary that, as a result of the
Compulsory Acquisition
(as defined in the Support Agreement) or Subsequent
Acquisition Transaction (as defined in the Support Agreement)
will become a Wholly-Owned Subsidiary within 120 days next
following the expiry of Incos offer to acquire the
Falconbridge Common Shares (as such expiry date may be
extended from time to time)) to Inco or any of its
Wholly-Owned Subsidiaries (or any Subsidiary that, as a
result of the Compulsory Acquisition (as defined in the
Support Agreement) or Subsequent Acquisition Transaction (as
defined in the Support Agreement) will become a Wholly-Owned
Subsidiary within 120 days next following the expiry of
Incos offer to acquire the Falconbridge Common Shares (as
such expiry deadline may be extended from time to time));
  (y)
    100% of the Net Proceeds received by Inco or any of its
Subsidiaries from and after October 10, 2005 from any Sweep Debt,




---



##### 



- 27 - (b)
    
    *
 (c)
    
    Timing of Mandatory Prepayments. Subject to Section 2.09(d),
prepayments described in Section 2.09(a) and Section 2.09(b) shall be made within five
(5) Business Days of receipt of any Bridge Loan Mandatory Prepayment Amount or Term
Loan Mandatory Prepayment Amount, as applicable, and any reduction of Commitments
described in Section 2.09(a) or Section 2.09(b) shall be effective on the date of
receipt of such Bridge Loan Mandatory Prepayment Amount or Term Loan Mandatory
Prepayment Amount, as applicable. Subject to Section 2.09(d), to the extent any Bridge
Loan Mandatory Reinvestment Amount or Term Loan Mandatory Reinvestment Amount, as
applicable, is not reinvested in a replacement property in accordance with Section
2.09(a) or Section 2.09(b), as applicable, such Bridge Loan Mandatory Reinvestment
Amount or Term Loan Mandatory Reinvestment Amount shall be applied to the prepayment of
Bridge Loan Advances or the Term Loan Advances, as applicable, on the date that is the
first Business Day following the end of the 180 period described in Section 2.09(a) or
in Section 2.09(b) or the applicable *, as applicable, (or such longer
period as may be provided in an officers certificate described in Section
2.09(a)(x)(A) or Section 2.09(b), as applicable), and the Total Bridge Loan Commitment
or Total Term Loan Commitment, as applicable, shall be automatically and permanently
reduced on such date by any amount by which (i)




---



##### 



- 28 - the Bridge Loan Mandatory Reinvestment
Amount exceeds the amount of Bridge Loan Advances outstanding on such date, or (ii) the
Term Loan Mandatory Reinvestment Amount exceeds the amount of Term Loan Advances
outstanding on such date, as applicable.(d)
    
    Excess Prepayment. Notwithstanding Section 2.06(b), Section 2.09(b)
and Section 2.09(c), a Borrower will not be required (and there shall be no obligation)
to prepay more than 25% of the original principal amount of any Term Loan Advance in
respect of such Borrower at any time prior to the date which is one day after the fifth
(5th) anniversary of the date of the final Term Loan Advance. Subject to
this Section 2.09(d), if a Borrower is required pursuant to Section 2.06(b), Section
2.09(b) or Section 2.09(c), to prepay an amount on account of the outstanding Term Loan
Advances, such Borrower shall advise the Administrative
Agent at the time of such prepayment as to the Term Loan Advance to which such
prepayment relates.(e)
    
    No Prepayment Penalties. Except as set out in Section 9.05(b), there
shall be no prepayment penalties for mandatory prepayments pursuant to this Section
2.09.
 Section 2.10 No Reborrowing; Repayment
  Section 2.11 Increased Costs; Capital Adequacy; Illegality
 (a)
    
    Increased Costs. If the introduction of, or any change in, (i) any law
or regulation or in the interpretation of any law or regulation, (ii) any requirement
for compliance by any of the Lenders with any guideline, directive or request, whether
or not having the force of law, from any central bank or other governmental authority,
including under subparagraph (i) above, or (iii) any law, regulation, directive,
guideline, request or interpretation regarding capital adequacy (a Capital Adequacy
Requirement), has the effect, directly or indirectly, of (x) increasing the cost to a
Lender of providing its Commitment, including, but not limited to, the maintenance of
reserves or special deposits in connection with such Commitment; (y) reducing any
amount received or receivable by a Lender or reducing its effective return under this
Agreement, taking into account, in the case of a Capital Adequacy Requirement, such
Lenders policies with regard to capital adequacy, other than Taxes or Other Taxes
covered by Section 2.12, Excluded Taxes, or an increase in cost or reduction as a
result of a Bridge Loan Lender (or if a partnership, any partner thereof) being a
non-resident of Canada for purposes of the ITA; or (z) causing a Lender to make payment
or to forego any return on, or calculated by reference to, any amount received or
receivable by such Lender under this Agreement which (i) such Lender in good faith
deems to be material; (ii) is not otherwise reflected in the calculation of the rate of
interest or fees applicable to Advances made under this Agreement; and (iii) is not
otherwise recoverable by such Lenders pursuant to this Agreement, then Inco shall from
time to time, upon demand by a Lender




---



##### 



- 29 - (with a copy to the Administrative Agent), pay to
such Lenders additional amounts sufficient to indemnify it against such increased cost
or reduced rate of return (including, without limitation, the amount of any charge
imposed on such Lender in connection with the imposition of any reserve or similar
requirement). A certificate of a Lender claiming compensation under this Section
2.11(a) and setting forth the additional amount or amounts proposed to be paid to it
hereunder and reasonably satisfactory in form and substance to Inco shall be submitted
to Inco. In determining such amounts, the Lender may use any reasonable averaging and
attribution methods.(b)
    
    Illegality. If, after the date of this Agreement, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by a Lender with any request or directive (whether or not having the force
of law) of any such governmental authority, central bank or comparable agency shall
make it unlawful or impossible for such Lender to make, maintain or fund LIBOR
Advances, then such Lender forthwith shall so notify the Administrative Agent and each
of the Borrowers. Upon the giving of any such notice, the Borrowers shall, at their
option, either (i) prepay the aggregate amount of LIBOR Advances then outstanding, with
accrued and unpaid interest thereon to, but not including, the date of prepayment or
(ii) convert such then outstanding LIBOR Advances (with accrued and unpaid interest
thereon to be paid by the Borrowers) into a USBR Advance equivalent to such aggregate
amount. If it is illegal or impossible for a Lender to make LIBOR Advances, then only
other Types of Advances shall be made hereunder.(c)
    
    Notice; Different Lending Office. Each Lender will promptly notify
Inco of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Lender to compensation pursuant to this Section 2.11 or Section 2.12,
and before making any claim for payment under this Section 2.11 or Section 2.12, will
designate a different Lending Office if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the sole judgment of such
Lender, be otherwise disadvantageous to it.(d)
    
    Termination of Commitment.
 (i)
    
    In circumstances where a Lender makes a demand
pursuant to the provisions of Section 2.11(a) or Section 2.12 or
provides a notice pursuant to the provisions of Section 2.11(b), the
relevant Borrower shall, at its option, either:
 (A)
    
    continue to pay the increased
costs or additional amounts contemplated by Section 2.11(a) or
Section 2.12 or effect the prepayment or conversion contemplated
by Section 2.11(b) without further action; or(B)
    
    so long as no Event of Default
has occurred and is continuing,replace all or a portion of the
Commitment of




---



##### 



- 30 - such Lenders then making demands pursuant to
Section 2.11(a) or Section 2.12 or providing notices pursuant to
Section 2.11(b) (each, an Increased Cost Lender) by effecting
assignments thereof to one or more Eligible Assignees pursuant
to the provisions of Section 9.11(a), provided that if less than
all of the Commitments of such Lenders are so replaced, such
replacement shall be made on
a rateable basis among the Increased Cost Lenders. If a
Borrower chooses to replace all or a portion of the
Commitments of such Lenders, then such Borrower shall notify
the Administrative Agent and the Increased Cost Lenders of
its intention to effect such replacement and shall use
commercially reasonable efforts to effect such replacement
for a period of at least ninety (90) days after such Borrower
provides such notice.
  Section 2.12 Payments
 (a)
    
    The Borrowers shall make each payment hereunder and under any instrument
delivered hereunder, without counterclaim or set-off, not later than 12:00 noon on the
day when due, in freely transferable U.S. Dollars or Canadian Dollars, as the case may
be, in immediately available funds or such other funds as shall be customary for the
settlement of international banking transactions in U.S. Dollars, in the case of LIBOR
Advances and USBR Advances, or in Canadian Dollars in the case of Canadian Prime Rate
Advances. Upon the occurrence of an Event of Default which is continuing and both
before and after maturity, acceleration and judgment, interest will accrue on overdue
principal, interest, fees and other amounts payable pursuant to this Agreement, to the
extent permitted by applicable law, at a rate which is two percent (2%) per annum in
excess of the rate of interest then otherwise payable under this Agreement and shall be
payable on demand.(b)
    
    Subject to Section 2.12(d), Section 2.12(e), and Section 2.12(f), all payments
by the Borrowers under this Agreement or by Inco under the Inco Guarantee shall be made
at the offices of the Administrative Agent as notified to the Borrowers by the
Administrative Agent in advance without offset or counterclaim but net of applicable
withholding Taxes (other than Excluded Taxes), if any. If a Borrower or Inco as
guarantor under the Inco Guarantee (each, a Withholding Tax




---



##### 



- 31 - Obligor) shall be so
required to withhold any such Taxes from or in respect of any amount payable in respect
of the Term Loan Facility under this Agreement or the Inco Guarantee:
 (i)
    
    the amount payable shall be increased by such
additional amount as may be necessary so that after making all required
deductions or withholdings (including deductions or withholdings
applicable to additional amounts paid under this Section 2.12(b)), the
Lenders or Administrative Agent, as applicable, receive a net amount
equal to the full amount they would have received if no deduction or
withholding had been made;(ii)
    
    such Withholding Tax Obligor shall make such
required deductions or withholdings;(iii)
    
    such Withholding Tax Obligor shall pay the
full amount deducted or withheld to the relevant governmental authority
in accordance with and within the time required by applicable law; and(iv)
    
    such Withholding Tax Obligor shall deliver to
the Lenders or Administrative Agent, as applicable, as soon as
practicable after it has made such payment to the applicable authority
(A) a copy of such receipt as issued by such governmental authority
evidencing the remittance of all amounts required to be deducted or
withheld from the sum payable under this Agreement, or (B) if such a
receipt is not available from such governmental authority, notice of
the payment of such amount deducted or withheld.
  (c)
    
    Without prejudice to Section 2.12(b), but subject to Section 2.12(d), Section
2.12(e), and Section 2.12(f), if the Administrative Agent or any Lender (in this
Section 2.12(c) an Indemnitee) is required at any time (whether before or after any
Withholding Tax Obligor has discharged all of its other obligations under this
Agreement) to make any payment on account of any Taxes (other than Excluded Taxes) or
Other Taxes (including penalties and interest payable in connection therewith) under
this Agreement or the Inco Guarantee, whether or not correctly or legally asserted, the
relevant Withholding Tax Obligor shall, within thirty (30) days of written demand of
such Indemnitee, promptly indemnify such Indemnitee against such payment or liability,
together with interest and penalties in connection with such payment or liability. In
addition, the relevant Withholding Tax Obligor shall indemnify the relevant Indemnitee
for any Taxes based on or measured by the overall net income of the relevant Lender or
the Administrative Agent imposed by any jurisdiction on or with respect to any
increased amount payable by such Withholding Tax Obligor under this Section 2.12. An
Indemnitee intending to make a claim pursuant to this Section 2.12(c) shall notify




---



##### 



- 32 - the
relevant Borrower of the event in respect of which it believes it is entitled to
make such claim and supply reasonable supporting evidence including a copy of the
relevant portion of any written assessment, provided that any such Indemnitee shall
not be required to disclose any information required to be kept confidential by
regulation or contract.(d)
    
    The obligation of a Withholding Tax Obligor to pay additional amounts pursuant
to this Section 2.12 shall not apply with respect to Taxes, interest, or penalties (i)
arising by virtue of a Lender or the Administrative Agent, as applicable, having a
connection with the jurisdiction that imposes such Taxes, interest, or penalties other
than merely by the execution of this Agreement, receipt of payments in respect of Term
Loan Advances under this Agreement, the holding and disposition of Term Loan Advances,
the performance of its obligations or the enforcement of its rights in respect of Term
Loan Advances under this Agreement, (ii) arising by virtue of a Lender or
Administrative Agent, as applicable, not dealing at arms length with such Withholding
Tax Obligor for purposes of the ITA, (iii) arising pursuant to Regulation 105(1) of the
ITA in respect of services rendered in Canada by a person that is a non-resident of
Canada for purposes of the ITA, or (iv) arising from a failure by the Administrative
Agent or any Lender to comply with any certification, identification, information,
documentation or other reporting requirement if compliance is required by law,
regulation, administrative practice or any applicable tax treaty as a precondition to
exemption from or a reduction in the rate of deduction or withholding of Taxes, but
only to the extent that the Administrative Agent or Lender, as the case may be, was
legally entitled to comply.(e)
    
    If any Withholding Tax Obligor shall pay any additional amounts pursuant to
Section 2.12(b) or indemnity payments pursuant to Section 2.12(c) and the
Administrative Agent or any Lender at any time thereafter receives a refund of the
Taxes or a direct credit which in such Lenders sole opinion (acting in good faith) is
attributable to such amounts paid by such Withholding Tax Obligor (any of the foregoing
being referred to as a refund), such Lender shall, to the extent that it can do so
without prejudice to the retention of the relevant refund and subject to such
Withholding Tax Obligors obligation to repay promptly on demand by such Lender the
amount to such Lender if the relevant refund is subsequently disallowed or cancelled,
reimburse such Withholding Tax Obligor promptly after receipt of such refund by such
Lender with such amount as such Lender shall in its sole opinion but in good faith have
concluded to be the amount of the relevant refund. Nothing contained in this Agreement
shall interfere with the right of any Lender or the Administrative Agent to arrange its
Tax and other affairs in whatever manner it thinks fit. No Lender or the
Administrative Agent shall be required to disclose any confidential information
relating to the organization of its affairs.(f)
    
    Notwithstanding any other provision in this Agreement to the contrary, the
Borrowers shall not be required to pay any additional amounts pursuant to Section
2.12(b) in respect of any payments on or in respect of the Bridge Loan Facility




---



##### 



- 33 - under
this Agreement as a result of deductions or withholdings on account of any applicable
withholding tax on such payments, or to indemnify the Bridge Loan Lenders pursuant to
Section 2.12(c)), in respect of such withholding tax.(g)
    
    In addition to the provisions of Section 2.12(b), in respect of amounts paid or
credited by a Borrower under this Agreement or Inco under the Inco Guarantee to or for
the benefit of a particular Lender that is an authorized foreign bank for purposes of
the ITA, the obligations under this Section 2.12 to pay an additional amount shall
apply where the particular Lender is liable for Tax under Part XIII of the ITA in
respect of such payment, even if the relevant Withholding Tax Obligor is not required
under the ITA to deduct or withhold an amount in respect of Taxes on such payment and
Section 2.12 shall apply, mutatis mutandis, as if the relevant Withholding Tax Obligor
was required to withhold an amount in respect of such Taxes.
 Section 2.13 Evidence of Debt
  Section 2.14 Commitment Fee
 (a)
    
    Term Loan Facility Commitment Fee. During the period from (and
including) the Effective Date to (but excluding) the earliest of (i) the Term Loan
Facility Maturity Date, (ii) the date the Total Term Loan Commitment has been wholly
advanced or has been reduced to zero, and (iii) the date that the Unused Term Loan
Commitment has been reduced to zero, Inco shall pay to the Administrative Agent for the
benefit of the Term Loan Lenders an aggregate commitment fee in respect of the Term
Loan Facility (the Term Loan Facility Commitment Fee).(b)
    
    Bridge Loan Facility Commitment Fee. During the period from (and
including) the Effective Date to (but excluding) the earlier of (i) the Bridge Loan
Facility Maturity Date, (ii) the date the Total Bridge Loan Commitment has been wholly
advanced or has been reduced to zero, and (iii) the date that the Unused Bridge Loan
Commitment has been reduced to zero, Inco shall pay to the Administrative Agent for
the benefit of the Bridge Loan Lenders an aggregate commitment fee in respect of the
Bridge Loan Facility (the Bridge Loan Facility Commitment Fee).




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##### 



- 34 - (c)
    
    Payment of the Commitment Fees. Each Commitment Fee shall be based on
the Rating of Inco as determined by the Rating Agencies for the actual number of days
elapsed in the period referred to in Section 2.14(a) Section 2.14(b), as applicable.
Each Commitment Fee shall be payable at a per annum rate equal to (x) the applicable
commitment fee rate set forth on in the table below (the Applicable Commitment Fee
Rate) times (y) the Unused Term Loan Commitment or the Unused Bridge Loan Commitment,
as applicable, for each day of such period.
 Rating
    
    Applicable Commitment Fee Rate (%)=/> A3/A-
    
    
    0.085= Baa1/BBB+
    
    
    0.100= Baa2/BBB
    
    
    0.125= Baa3/BBB-
    
    
    0.150= Ba1/BB+
    
    
    0.200</=
Ba2/BB
    
    
    0.300
  (d)
    
    Rate Adjustments and Cash Adjustments. Any change in the Applicable
Commitment Fee Rate brought about by a Ratings Change shall take effect on the first
Business Day immediately following the date of such Ratings Change. Inco and the
Administrative Agent, acting on behalf of the Lenders, agree to settle in cash any
adjustments which may be necessary with regard to commitment fee
payments which shall have been made prior to the receipt of notice pertaining to
such Ratings Change.
 Section 2.15 Pari Pass u Obligations
 Borrower Obligations pari passu




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##### 



- 35 -  ARTICLE 3
CONDITIONS OF LENDING/BORROWING
 Section 3.01 Deliveries for Effective Date
  (a)
    
    delivered each of the following documents to the Lenders, in form and substance
satisfactory to the Administrative Agent and its counsel, acting reasonably:
 (i)
    
    This Agreement and the other Loan Documents
listed in Part 1 of Schedule Q, duly executed and delivered by the
parties hereto and thereto.(ii)
    
    Certified copies of (i) the restated articles
of incorporation of Inco under the Canada Business Corporations Act
(Canada) issued by the Director under the Canada Business Corporations
Act(Canada), (ii) Incos By-law No. 1, and (iii) excerpts from
resolutions of the board of directors of Inco approving the
Transactions (to the extent contemplated in Part 2 of Schedule Q), this
Agreement, and each of the other Loan Documents listed in Part 1 of
Schedule Q to which Inco is a party.(iii)
    
    A certificate of an appropriate officer of
Inco certifying the names and true signatures of the officers of Inco
duly authorized to sign this Agreement and any other Loan Documents and
the other documents to be delivered hereunder and thereunder.(iv)
    
    A certificate of an appropriate officer of Inco
certifying that (i) the representations and warranties contained in
Section 4.01 are correct as at such date, except to the extent that
such representations and warranties relate to an earlier or later date;
and (ii) no event has occurred and is continuing which constitutes an
Event of Default or would constitute an Event of Default, but for
the requirement that notice be given or time elapse with respect to
any applicable grace period or both.(v)
    
    An opinion of each of Borrowers Counsel,
Incos in-house counsel, and Ogilvy Renault LLP (as Canadian counsel to
the Lenders), substantially in the form of Schedules I, J, and K,
respectively.(vi)
    
    Pro forma financial statements consisting of a
pro forma consolidated balance sheet of Inco (including Falconbridge
and its Subsidiaries) as of June 30, 2005 and a pro forma consolidated
statement of earnings for the year ended 2004 and the six month




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##### 



- 36 - period
ended June 30, 2005 (in each case after giving effect to the Tender
Offer and the incurrence of Advances (in an aggregate principal amount
consistent with the assumptions contained in section 3 of the notes to
the pro forma financial statements provided in the Circular) hereunder,
including fees, commissions, and expenses in connection therewith), as
supplemented by a pro forma consolidated balance sheet as at September
30, 2005 and pro forma consolidated statement of earnings for the
nine-month period ended September 30, 2005 and which Inco believes to
be reasonably accurate based on information available at the time of
preparation. Such pro forma financial statements will be prepared in
accordance with Rule 44-101 of the Ontario Securities Commission Rules
and GAAP and shall be consistent with the pro forma financial
statements provided in the Circular;
 (b)
    
    delivered to the Administrative Agent such other usual and customary agreements
and documents as the Lenders may have reasonably requested relating to Inco, its
Restricted Subsidiaries and the Subsidiary Borrowers to the extent relevant to the
Transactions, together with such amendments thereto as may have been entered into as
permitted in Section 5.05 and all other available definitive documentation related to
the Transactions, all as listed in Part 2 of Schedule Q;(c)
    
    delivered to the Administrative Agent all documentation and other information
required by bank regulatory authorities under applicable know-your-customer and
anti-money laundering rules and regulations, including, without limitation, the USA
Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001; and(d)
    
    paid all fees, costs, and expenses when due and payable to the Administrative
Agent and the Lenders under or in connection with the Loan Documents.
 Section 3.02 Conditions Precedent to the Initial Advance
  (a)
    
    Inco has delivered to the Administrative Agent a certificate of an appropriate
officer of Inco certifying that (i) the representations and warranties contained in
Section 4.01 are true and correct as at the date of such Advance, except to the extent
that such representations and warranties relate to an earlier or later date; and (ii)
no event has occurred and is continuing, or would result from such Advance, which
constitutes an Event of Default or would constitute an Event of Default, but for the
requirement that notice be given or time elapse with respect to any applicable grace
period or both;(b)
    
    Inco has delivered to the Administrative Agent such additional usual and
customary agreements and documents as the Lenders may have reasonably requested
relating to Inco, its Restricted Subsidiaries and the Subsidiary




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##### 



- 37 - Borrowers to the
extent relevant to the Transactions, all as listed in Part 3 of Schedule Q;(c)
    
    Inco has paid all fees then due and payable to the Administrative Agent and the
Lenders under or in connection with the Loan Documents;(d)
    
    all conditions precedent to the Tender Offer, as set forth in Schedule F (or as
varied or waived with the approval of the Majority Lenders (where required under this
Agreement), acting reasonably and as promptly as practicable in the circumstances),
have been satisfied; and(e)
    
    such Advance, or otherwise giving effect to the request for such Advance, will
not violate any applicable law, regulation, rule, policy or order then in effect.
 Section 3.03 Conditions Precedent to the Subsequent Advances
  Section 3.04 Income Tax Act (Canada) Certificate of Bridge Loan Lenders




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##### 



- 38 - ARTICLE 4
REPRESENTATIONS AND WARRANTIES
 Section 4.01 Representations and Warranties of Inco
 Initial Period
 (a)
    
    Existence. It and each of the Subsidiary Borrowers is a corporation
continued, incorporated, or amalgamated, as applicable and validly existing under its
governing jurisdiction, and is qualified to do business in each jurisdiction in which
failure so to qualify would have a material adverse effect on the business condition of
Inco and its Subsidiaries, considered as a whole.(b)
    
    Due Execution. The execution, delivery and performance by each of Inco
and each Subsidiary Borrower of each Loan Document to which it is a party are within
its powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) its constating documents or by-laws or (ii) any applicable law or any
rule, regulation, writ or decree then in effect or any contractual restriction binding
on or affecting it or any of its properties.(c)
    
    No Other Authorization. No authorization or approval (including
exchange control approval) or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery
and performance by Inco or any Subsidiary Borrower of each Loan Document to which it is
a party.(d)
    
    Legal and Binding Agreement. This Agreement constitutes the legal,
valid and binding obligation of Inco and each of the Subsidiary Borrowers enforceable
against each of them in accordance with its terms, and, if then in existence, the
Inco Guarantee constitutes the legal, valid and binding obligation of Inco,
enforceable against it in accordance with its terms, in each case except as may be
limited by (i) bankruptcy, insolvency, reorganization or other laws or equitable
principles of general application to or affecting the enforcement of creditors
rights and (ii) the availability of remedies under general equitable principles.(e)
    
    Financial Statements. As at the Relevant Date, the audited
consolidated balance sheet of Inco for its fiscal year ended December 31, 2004, and the
related audited consolidated statements of earnings and retained earnings of Inco for
the fiscal year then ended, and Incos unaudited consolidated balance sheet for the
nine months ended September 30, 2005 and the related unaudited consolidated statements
of earnings and retained earnings of Inco for the nine-month period then ended, copies
of which have been furnished to the Lenders, fairly present the financial condition of
Inco and its consolidated Subsidiaries, considered as one enterprise, as at December
31, 2004 and September 30, 2005, respectively, and the results of the operations of
Inco and its consolidated Subsidiaries, considered as one enterprise, for the year
ended December 31, 2004 and for the nine-month




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##### 



- 39 - period then ended, respectively, all in
accordance with GAAP consistently applied. As at the Relevant Date, there has been no
Material Adverse Change, except as publicly disclosed in press releases made by Inco
with a national news wire service or in public filings made by Inco with the Ontario
Securities Commission or the Securities and Exchange Commission on or prior to October
10, 2005, in the consolidated financial condition of Inco and its consolidated
Subsidiaries considered as one enterprise as shown in such financial statements.(f)
    
    No Litigation. There is no pending or, to the knowledge of Inco,
threatened action or proceeding affecting Inco, any Restricted Subsidiary or any
Subsidiary Borrower before any arbitrator or court which has or would be expected to
have a Material Adverse Effect.(g)
    
    Compliance with Laws. To the knowledge of Inco, the operations and
properties of Inco, of any Restricted Subsidiary and of any Subsidiary Borrower are in
material compliance with all applicable laws, including all rules, regulations, orders,
and all applicable Environmental Laws, in each jurisdiction in which failure so to
comply would have a material adverse effect on the financial condition or operations of
Inco and its consolidated Subsidiaries, considered as a whole.(h)
    
    No Immunity. Neither Inco, nor any Restricted Subsidiary or Subsidiary
Borrower, nor any of its or their Principal Properties, has any immunity from
jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise)
under the laws of the respective jurisdictions of organization of Inco, any such
Restricted Subsidiary or any such Subsidiary Borrower, as the case may be.(i)
    
    No Pledges. Inco has not pledged, mortgaged or hypothecated, nor has
Inco permitted any Restricted Subsidiary or any Subsidiary Borrower to pledge, mortgage
or hypothecate, any of its assets to secure indebtedness for money borrowed except as
otherwise permitted by Section 5.04(a).(j)
    
    Taxes. Each Borrower and each Restricted Subsidiary have in all
material respects paid or caused to be paid all taxes (and all interest and penalties
related to the non-payment of such taxes), if any, imposed upon any of them or their
respective Principal Properties (including all instalments with respect to the current
period), except taxes (and all interest and penalties related to the non-payment of
such taxes) that are being contested in good faith by appropriate proceedings where
adequate reserves have been established in accordance with GAAP.(k)
    
    Restricted Subsidiaries. As of the Relevant Date, Inco does not have
any Restricted Subsidiaries except as set out in Schedule H.(l)
    
    No Restrictions. There are no restrictions (other than statutory
restrictions imposed by applicable law) on the ability of any of Incos Wholly-Owned
Subsidiaries to (i) declare, make, or pay, or
agree to declare, make or pay, or




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##### 



- 40 - permit
any other direct or indirect Wholly-Owned Subsidiary to declare, make or pay, or agree
to declare, make or pay, any dividends or other distributions on any of its or their
equity securities, or (ii) pay any indebtedness or other amounts owed to Inco or any of
its Wholly-Owned Subsidiaries, except in either case (1) as may exist prior to the
Effective Time (as defined in the Support Agreement) in respect of Falconbridge and its
Subsidiaries, or (2) any such restrictions consistent with market practice which are
agreed upon by such Subsidiary with arms length parties in connection with financing
infrastructure and other projects or pursuant to the terms of any joint venture,
co-ownership, shareholder, or partnership agreement governing financing or operation of
the relevant joint venture, co-ownership, or partnership.(m)
    
    Information. As at the Relevant Date, all information taken as a whole
(other than financial projections) pertaining to Inco, its Subsidiaries, and (to the
best of Incos knowledge) Falconbridge and its Subsidiaries, and the Transactions that
has been or will be made available to the Lenders or the Administrative Agent by or on
behalf of Inco is or will be when submitted (or as subsequently varied or
supplemented), accurate and complete in all material respects and not misleading in any
material respect. As at the Relevant Date, all financial projections (including
without limitation, the pro forma financial statements delivered to the Administrative
Agent pursuant to Section 3.01(a)(vi) made available to the Lenders or the
Administrative Agent by or on behalf of Inco) have been prepared in good faith and
based upon assumptions believed by Inco to be reasonable.(n)
    
    Canadian Pension Plans and Benefit Plans. Except as, individually or
in the aggregate, would not reasonably be expected to have a Material Adverse
Effect, (i) all Canadian Pension Plans and Benefit Plans are funded as required by
applicable law, (ii) no failure to make contributions has occurred with respect to
any Canadian Pension Plan sufficient to give rise to a lien or charge affecting any
Borrower or any Restricted Subsidiary under any applicable pension benefit laws, and
(iii) all contributions (including employee contributions made by authorized payroll
deductions or other withholdings) required to be made to the appropriate funding
agency in accordance with all applicable laws and the terms of each Canadian Pension
Plan and Benefit Plan have been made.(o)
    
    U.S. Plans. Except as, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect, none of Inco, its Restricted
Subsidiaries, the Subsidiary Borrowers and their respective ERISA Affiliates (i) has
any Accumulated Funding Deficiency, whether or not waived, (ii) has failed to make any
required contribution or payment to any U.S. Pension Plan, or made any amendment to any
U.S. Pension Plan, which has resulted or could reasonably be expected to result, in the
imposition of a lien or the posting of a bond or other security under Section 302(f) of
ERISA or Section 401(a)(29) of the Code, (iii) has incurred, or is reasonably likely to
incur, any liability under Title IV of ERISA (other than a liability to the PBGC for
premiums under Section 4007 of ERISA), (iv) has failed to comply with the requirements
of Section 515 of ERISA with respect to each Multiemployer Plan or is in material
default (as defined in




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##### 



- 41 - Section 4219(c)(5) of ERISA) with respect to payments to any
Multiemployer Plan) or (v) has violated any provision of ERISA.(p)
    
    Investment Company Act. Neither Inco, nor any Restricted Subsidiary,
nor any Subsidiary Borrower is required to be registered as an investment company or
is a company controlled by an investment company or is a principal underwriter or
promoter for an investment company as such terms are defined in the Investment
Company Act of 1940, as amended.(q)
    
    Margin Stock. Not more than 25% of the assets of Inco, any Restricted
Subsidiary or any Subsidiary Borrower consists of Margin Stock. No part of the
proceeds of the Advances made to any Borrower will be used to purchase or carry Margin
Stock or to extend credit to others for the purpose of purchasing or carrying any such
Margin Stock or for any purpose that violates, or is inconsistent with, in any material
respect, the provisions of Regulation U or other applicable margin regulations of the
Board of Governors of the Federal Reserve System.(r)
    
    Filings. All material filings have been or will when required be made
in respect of the Tender Offer, the Transactions and the incurrence of Advances
hereunder.(s)
    
    Tender Offer. As at the Relevant Date, Inco has, or will have upon
drawdown of Advances hereunder, sufficient funds to complete the Transactions to the
extent contemplated in Part 2 of Schedule Q and any repayment or refinancing of debt or
redemption of preferred shares in connection therewith.
 ARTICLE 5
COVENANTS OF THE BORROWERS
 Section 5.01 General
  (a)
    
    the covenants contained in Section 5.02(a), Section 5.02(b), Section 5.02(d),
Section 5.02(e), Section 5.02(f), Section 5.02(g), Section 5.02(h), Section 5.02(i),
Section 5.03, Section 5.04(c), Section 5.04(d), Section 5.04(e), Section 5.04(f), and
Section 5.04(g) are made by Inco without reference to, or consolidation of,
Falconbridge and Falconbridges Subsidiaries for the Initial Period; and(b)
    
    the covenants contained in Section 5.02(c), Section 5.04(a) and Section 5.04(b)
are made by Inco without reference to, or consolidation of, Falconbridge and
Falconbridges Subsidiaries until the earlier of:
 (i)
    
    the first date upon which (1) Inco has acquired
beneficial ownership (within the meaning of the OSA) of, or the power
to exercise control or direction over, or securities convertible into,
any voting or equity shares of Falconbridge that would constitute
voting or equity shares of Falconbridge representing more than 50% of
the total number of votes attached to all voting securities of
Falconbridge then outstanding, and (2) the board of directors of




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##### 



- 42 - Falconbridge has been reconstituted as contemplated in Section 1.5 of
the Support Agreement with the result that Inco designees constitute a
majority of such board in compliance with applicable law; and(ii)
    
    the day next following the Initial Period.
 Section 5.02 Affirmative Covenants
  (a)
    
    Compliance with Laws, etc. Comply, and cause each Restricted
Subsidiary and each Subsidiary Borrower to comply, in all material respects, with all
applicable laws, rules, regulations and orders, including but not limited to all
Environmental Law, such compliance to include, without limitation, paying when due all
taxes, assessments and governmental charges imposed upon it or any such Restricted
Subsidiary, any such Subsidiary Borrower or upon any of its Principal Properties or
those of any such Restricted Subsidiary or any such Subsidiary Borrower, as the case
may be, except to the extent contested in good faith.(b)
    
    Actual Knowledge of Event of Default. If it shall have actual
knowledge that an event has occurred and is continuing which constitutes an Event of
Default or would constitute an Event of Default but for the requirement that notice be
given or time elapse with respect to any applicable grace period or both, promptly
inform the Administrative Agent in writing of such Event of Default or other event and
the action proposed in respect thereof unless such Event of Default or other event
shall be remedied or cured before Inco is reasonably able to so inform the
Administrative Agent.(c)
    
    Environmental Indemnity. In the event that the Lenders shall incur any
loss, cost, (including, without limitation, reasonable legal fees and disbursements and
consulting fees and disbursements), charge, liability or damage except for any loss,
cost, charge, liability or damage attributable to the gross negligence or wilful
misconduct of the Administrative Agent or the Lenders, resulting from the violation by
any Borrower or by any Restricted Subsidiary of any Environmental Law, on demand by the
Administrative Agent, indemnify and hold harmless the Lenders against any such loss,
cost, charge, liability or damage.(d)
    
    Existence. Subject to Section 5.04(c), do or cause to be done all
things necessary to preserve and keep in full force and effect its, each Subsidiary
Borrowers and each Restricted Subsidiarys, corporate or partnership existence, rights
(charter and statutory) and franchises necessary in the normal conduct of its business
except where failure to do so would not, in the aggregate, have a material adverse
effect on the business, operations, property or financial condition of Inco and its
Subsidiaries considered as a whole; provided that Inco shall
not be required to
preserve any such right or franchise if the board of directors of Inco shall




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##### 



- 43 - determine
that the preservation thereof is no longer necessary or desirable in the conduct of the
business of the Borrowers.(e)
    
    Maintenance of Property. Cause (i) all properties used in the conduct
of its, each Subsidiary Borrowers and each Restricted Subsidiarys business to be
maintained and kept in good condition, repair and working order and supplied with all
necessary equipment; (ii) to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof; and (iii) all properties used in the conduct of
its business, the business of each Subsidiary Borrower and the business of each
Restricted Subsidiary to be operated in material compliance with all Environmental Laws
and with all policies and procedures of Inco in respect thereof, except in each case
where failure to do so would not, in the aggregate, have a material adverse effect on
the business, operations, property or financial condition of Inco and its Subsidiaries,
considered as a whole; provided that nothing in this Section 5.02(e) shall prevent Inco
from discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the good faith judgment of Inco, necessary or desirable in the
conduct of its business.(f)
    
    Insurance. Maintain with financially sound and reputable insurance
companies insurance on its properties, the properties of each Subsidiary Borrower and
the properties of each Restricted Subsidiary, in at least such amounts and against at
least such risks as are usually insured against in the same general area by
companies engaged in the same or similar business except where the failure to do so
would not, in the aggregate, have a material adverse effect on the business,
operations, property or financial condition of Inco and its Subsidiaries, considered
as a whole.(g)
    
    Inspection of Property. Permit representatives of the Lenders, at
their own expense and upon reasonable notice to Inco, to visit and inspect properties
of Inco, each Subsidiary Borrower and each Restricted Subsidiary and to discuss its
affairs with knowledgeable officers of Inco, all subject to such confidentiality
obligations as Inco may reasonably request.(h)
    
    Use of Proceeds. Apply, and cause each Subsidiary Borrower to apply,
Advances solely to the purposes set out in Section 2.03(d).(i)
    
    Existing Credit Agreements. In the event Inco amends, adds or modifies
representations, warranties, covenants or events of default in any material respect in
the Existing Credit Agreements, Inco will, prior to the effectiveness of any such
amendment, addition or modification, offer to make a conforming amendment to this
Agreement in form and substance satisfactory to the Lenders, acting reasonably.(j)
    
    Additional Documentation Relating to the Tender Offer. Deliver to the
Administrative Agent following completion of any (i) Pre-Acquisition Reorganization (as
defined in the Support Agreement), (ii) Subsequent Acquisition Transaction (as defined
in the Support Agreement), (iii) Compulsory Acquisition (as defined in the Support
Agreement), and (iv) Subsequent




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##### 



- 44 - Amalgamation, copies of any documents relating thereto
as reasonably requested by Administrative Agent.(k)
    
    Additional Regulatory Documentation. Deliver to the Administrative
Agent, as reasonably requested by the Administrative Agent, a copy of any approval,
authorization, or clearance contemplated in Part 3 of Schedule Q following receipt
thereof, or evidence of the expiration or termination of any applicable waiting period.
 Section 5.03 Financial Reporting
  (a)
    
    Reporting Requirements. Furnish to the Administrative Agent: (i) as
soon as available and in any event within 45 days after the end of each of the first
three quarters of each fiscal year of Inco, an unaudited consolidated balance sheet of
Inco as of the end of such quarter and an unaudited consolidated statement of
earnings of Inco for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, in each case prepared in conformity with
GAAP; (ii) promptly after the conclusion of each quarter of each fiscal year of
Inco, and in any event within 45 days after the end of the first three quarters of
each fiscal year and within 90 days after the end of the fiscal year in the case of
the fourth quarter, a certificate of the chairman, chief executive officer, chief
financial officer, comptroller, treasurer or any assistant treasurer of Inco, dated
as of the last day of each such quarter, (x) setting forth Incos calculation of the
Debt/Equity Ratio; and (y) stating that (A) to the knowledge of such officer, during
such quarter no event occurred and was continuing which constituted an Event of
Default or would have constituted an Event of Default under this Agreement, but for
the requirement that notice be given or time elapse with respect to any applicable
grace period or both; and (B) each of the representations and warranties of Inco
contained in Section 4.01(a), (b), (c), (d), (f), (g), (h), (i), (j), (l), (n), (o),
(p), and (q) was true and correct as at the last day in such fiscal quarter or year,
as the case may be; (iii) as soon as available and in any event within 120 days
after the end of each fiscal year of Inco, a copy of the annual report for such year
for Inco and its consolidated Subsidiaries, containing consolidated financial
statements for such year in each case prepared in conformity with GAAP and certified
by Incos auditors, or other independent public accountants; (iv) promptly after the
sending or filing thereof, email notice of such filing of all reports which Inco
sends to the holders of its common shares and all reports (excluding exhibits) on
Forms 10-Q, 8-K, 10-K and all proxy statements filed pursuant to the requirements of
the 1934 Act, and registration statements (excluding registration statements on Form
S-8 or comparable forms) pursuant to the U.S. Securities Act of 1933, which Inco
files with the U.S. Securities and Exchange Commission and any national securities
exchange in the U.S. and any other reports filed by Inco with the Ontario Securities
Commission, except to the extent that such other reports have been in substance
filed with the U.S. Securities and Exchange Commission and notice furnished to the




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##### 



- 45 - Administrative Agent; (v) notice of any Ratings Change promptly after the occurrence
thereof; and (vi) such other information respecting the condition or operations,
financial or otherwise, of Inco or any of its Subsidiaries as the Administrative
Agent may from time to time reasonably request.
 Section 5.04 Negative Covenants
  (a)
    
    Negative Pledge. Create or incur or assume any mortgage, hypothec,
charge, pledge, lien or other security interest (hereinafter in this Section 5.04
collectively referred to as a mortgage or mortgages), securing any indebtedness for
money borrowed (hereinafter in this subsection (a) referred to as Indebtedness), of
or upon any Principal Property, or on shares of stock or Indebtedness of any Subsidiary
Borrower or any Restricted Subsidiary now owned or hereafter acquired by Inco, a
Subsidiary Borrower or a Restricted Subsidiary, without making effective provision, and
Inco covenants that in any such case it will make or cause to be made effective
provision, whereby the Advances hereunder then or from time to time outstanding
(together with, if and to the extent Inco shall so determine, any other Indebtedness or
other obligations then existing or thereafter created) shall be secured by such
mortgages equally and rateably with (or prior to) any and all Indebtedness and
obligations secured or to be secured thereby, so long as such Indebtedness shall be so
secured, provided that the foregoing covenants shall not prevent, restrict or apply to
any of the following:
 (i)
    
    Any mortgage on property, shares of stock or
Indebtedness of any corporation or partnership existing at the time
such corporation or partnership becomes a Subsidiary Borrower or a
Restricted Subsidiary;(ii)
    
    Any mortgage on any Principal Property existing
at the time of acquisition of such property by Inco or a Restricted
Subsidiary, whether or not assumed by Inco or such Restricted
Subsidiary; provided, however, that no such mortgage shall extend to
any other Principal Property of Inco or any Restricted Subsidiary;(iii)
    
    Any mortgage on any Principal Property
(including any improvements on an existing Principal Property)
hereafter acquired or constructed by Inco or any Restricted Subsidiary
to secure the payment of all or any part of the purchase price or cost
of construction of such Principal Property (or to secure any
Indebtedness incurred by Inco or a Restricted Subsidiary for the
purpose of financing all or any part of the purchase price thereof or
cost of construction thereof or of improvements thereon) created




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##### 



- 46 - prior to, at the time of, or within 90 days after, the later of the
acquisition, completion of construction, or commencement of full
operation of such Principal Property; provided, however, that no such
mortgage shall extend to any other Principal Property of Inco or a
Restricted Subsidiary other than, in the case of any such construction
or improvement, any theretofore unimproved real property on which the
Principal Property so constructed, or the improvement, is located;(iv)
    
    Any mortgage on any Principal Property of any
Restricted Subsidiary to secure Indebtedness owing by it to Inco or to
a Restricted Subsidiary;(v)
    
    Any mortgage on any Principal Property of Inco
or any Restricted Subsidiary in favour of (A) Canada or any Province or
Territory thereof, or any political subdivision, department, agency or
instrumentality of any of them or (B) the United States or any State
thereof, or any political subdivision, department, agency or
instrumentality of any of them, to secure partial, progress, advance or
other payments to Inco or any Restricted Subsidiary pursuant to the
provisions of any contract or statute;(vi)
    
    Any mortgage on any Principal Property of Inco
or any Restricted Subsidiary existing on the date hereof;(vii)
    
    Any mortgage on any Principal Property of Inco
or any Restricted Subsidiary created for the sole purpose of renewing
or refunding any mortgage referred to subsections (i) through (vi),
inclusive, of this Section 5.04(a); provided that the
Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such renewal or refunding
together with all reasonable costs incurred in connection with such
renewal or refunding, and that such renewal or refunding mortgage shall
be limited to all or any part of the same property and improvements
thereon which secured the mortgage being renewed or refunded; or(viii)
    
    Any mortgage on any Principal Property created, incurred or assumed
to secure Indebtedness of Inco or any Restricted Subsidiary, which
would otherwise be subject to the foregoing restrictions of this
Section 5.04(a), securing an aggregate principal amount which, together
with the aggregate principal amount of other Indebtedness secured by
mortgages on Principal Properties then outstanding (excluding any such
Indebtedness secured by mortgages covered in clauses (i) through (vii),
inclusive, of this Section 5.04(a)) and the Attributable Debt in
respect of all Sale and Leaseback Transactions entered into after the
date hereof (not including Attributable Debt with respect to any such
Sale and Leaseback Transaction the proceeds of which have been or will
be




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- 47 - applied in accordance with Section 5.04(b)(ii)), would not at the
time exceed 5% of Consolidated Net Tangible Assets.
  (x)
    
    any acquisition by Inco, any Subsidiary Borrower or any
Restricted Subsidiary of any property or assets subject to any reservation or
exception under the terms of which any vendor, lessor or assignor creates,
reserves or excepts or has created, reserved or excepted an interest in nickel,
copper, cobalt, precious metals, oil, gas or any other mineral or timber in
place or the proceeds thereof;(y)
    
    any conveyance or assignment under the terms of which Inco, any
Subsidiary Borrower or any Restricted Subsidiary conveys or assigns to any
Person or Persons an interest in nickel, copper, cobalt, precious metals, oil,
gas or any other mineral or timber in place or the proceeds thereof; or(z)
    
    any mortgage upon any property or assets owned or leased by
Inco, any Subsidiary Borrower or any Restricted Subsidiary or in which Inco,
any Subsidiary Borrower or any Restricted Subsidiary owns an interest to secure
to the Person or Persons paying the expenses of developing or conducting
operations for the recovery, storage, transportation or sale of the mineral
resources of the said property (or property with which it is unitized) the
payment to such Person or Persons of Incos, such Subsidiary Borrowers or such
Restricted Subsidiarys proportionate part of such development or operating
expense.
 (b)
    
    Sale and Leaseback Transactions. Enter into any arrangement after the
date hereof with any bank, insurance company or other lender or investor (other than
Inco or a Restricted Subsidiary) providing for the leasing by Inco or a Restricted
Subsidiary of any Principal Property (except a lease for a temporary period not to
exceed three years by the end of which it is intended that the use of such Principal
Property by the lessee will be discontinued), which has been or is to be sold or
transferred, more than 120 days after the later of the acquisition, completion of
construction, or commencement of full operation thereof, by Inco or such Restricted
Subsidiary to such lender or investor or to any Person to whom funds have been or are
to be advanced by such lender or investor on the security of such Principal Property
(herein referred to as a Sale and Leaseback Transaction) unless, either:
 (i)
    
    Immediately prior to the entering into of such
arrangement, Inco or such Restricted Subsidiary could, pursuant to
Section 5.04(a)(viii), create a mortgage on a Principal Property to
secure Indebtedness in an amount equal to the Attributable Debt with
respect to such Sale and Leaseback Transaction, or




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##### 



- 48 - (ii)
    
    Inco applies, within 120 days after the sale or
transfer, an amount equal to the fair market value of the Principal
Property so sold and leased back at the time of entering into such Sale
and Leaseback Transaction (as determined by the Board of Directors of
Inco or
any committee thereof duly authorized to act hereunder) to the
prepayment (other than mandatory prepayment) of Funded Debt of Inco
or any Restricted Subsidiary (other than Funded Debt owned by Inco or
any Restricted Subsidiary).
 (c)
    
    Consolidation, Amalgamation, Merger or Disposition of Assets of Inco.
Sell, lease, transfer or otherwise dispose of all or substantially all its property and
assets to any other Person authorized to acquire the same or consolidate or amalgamate
with or merge into any other Person, or permit any Person other than one of its
Subsidiaries to amalgamate with or merge into Inco, in each case other than in
connection with any transaction required or contemplated to complete the Transactions
or any Subsequent Amalgamation, unless,
 (i)
    
    immediately prior to and immediately following
such transaction, there shall exist no Event of Default and no event
which with the lapse of time with respect to any applicable grace
period or the giving of notice or both would become an Event of
Default; and(ii)
    
    each holder of a Participating Security of Inco
shall be entitled to receive an interest of substantially equivalent
value in a Participating Security of the surviving or emerging Person
formed by or resulting from any such consolidation, amalgamation or
merger or of the purchasing Person in the case of a sale or disposition
of all or substantially all of the property or assets of Inco.
  (d)
    
    Debt/Equity Ratio. Permit the Debt/Equity Ratio to exceed 50:50.(e)
    
    Transactions Financing. Incur any Debt or permit any Subsidiary to
incur any Debt to finance the Transactions, any repayment or refinancing of debt or
redemption of preferred shares in connection therewith, payment of fair value for
Falconbridge Common Shares acquired pursuant to any dissent or appraisal rights, and
all payments of fees, commissions, and expenses in connection therewith, in an
aggregate amount in excess of US$* unless otherwise approved by the Majority Lenders,
acting reasonably.




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- 49 - (f)
    
    ERISA Compliance. Except as, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect, Inco will not at any time
and will ensure that each of its Subsidiaries and ERISA Affiliates will not: (i)
terminate any U.S. Pension Plan so as to incur any liability to the PBGC, (ii) fail to
pay to any U.S. Pension Plan any contribution which it is obligated to pay under the
terms of such U.S. Pension Plan, if such failure would cause such U.S. Pension Plan to
have an Accumulated Funding Deficiency, whether or not waived, (iii) allow or suffer to
exist any event or condition which presents a material risk of termination by the PBGC
of any U.S. Pension Plan, to the extent that the occurrence or nonoccurrence of such
event or condition is within the control of Inco, any Subsidiary of Inco, or any ERISA
Affiliate; or (iv) withdraw from any Multiemployer Plan in a manner that would result
in any withdrawal liability under Section 4219 of ERISA.(g)
    
    Cash. Use, or permit any Subsidiary to use, cash in an aggregate
amount in excess of the sum of (x) US$* of available cash and (y) the amount equal to
the Unused Bridge Loan Commitments, if any, that are terminated pursuant to Section
2.09(a) as a result of Inco or any of its Subsidiaries having received Net Proceeds in
respect of Bond Debt (assuming, for the purposes of this Section 5.04(g) that amounts
of Net Proceeds determined in accordance with paragraph (x) of Section 2.09(a) are, to
the extent received contemporaneously with amounts of Net Proceeds determined in
accordance with paragraph (y) of Section 2.09(a), applied to prepay Bridge Loan
Advances and, if applicable, terminate Unused Bridge Loan Commitments, before amounts
of Net Proceeds determined in accordance with paragraph (y) of Section 2.09(a) are so
applied), to complete the Transactions, any repayment or refinancing of debt or
redemption of preferred shares in connection therewith, payment of fair value for
Falconbridge Common Shares acquired pursuant to any dissent or appraisal rights, and
all payments of fees, commissions, and expenses in connection therewith.(h)
    
    Disposition of Falconbridge Assets. Prior to the earlier of (i) the
Effective Time (as defined in the Support Agreement) and (ii) the termination of the
Support Agreement, Inco shall not, without the prior consent of the Majority Lenders,
acting reasonably, consent to any transaction by Falconbridge which is not permitted by
Section 4.1(g) of the Support Agreement unless an amount equal to the proceeds of any
such transaction is:
 (i)
    
    attributed by Inco to reduce the dollar amount
set out in Section 2.09(a)(x)(C)(3) or Section 2.09(a)(x)(C)(4); or(ii)
    
    applied by Inco to make prepayments of the
outstanding Bridge Loan Advances or reduce Unused Bridge Loan
Commitments.
 Section 5.05 Transaction Covenants
 (a)
    
    Subject to Section 5.05(b), Inco shall not amend, vary or waive (i) any
condition precedent in the Support Agreement to the making of the Tender Offer or (ii)
any condition precedent to the completion of the Tender Offer specified therein (in
each case, other than in connection with any extension of time required to satisfy




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##### 



- 50 - any condition precedent) without the prior written approval of the Majority Lenders, acting
reasonably and as promptly as practicable in the circumstances, as provided below.
Upon the making of any such amendment or variation to or waiver of any condition
precedent to the Tender Offer which has been so approved, or which does not require any
such approval, the equivalent condition precedent in Schedule F shall be deemed to have
been amended in the same manner.(b)
    
    The approval of the Majority Lenders, acting reasonably, shall be required for
any amendment, or variation to any of (i) the conditions specified in paragraphs (A),
(B), (D), (F), (H), (I), (J) and (L) of Schedule F hereof and (ii) the conditions
specified in (C), (E), (G) or (K) of Schedule F hereof, only if the amendment or
variation would have a Material Adverse Effect. The approval of the Majority Lenders,
acting reasonably, shall be required for any waiver of the conditions referred to in
Section 5.05(b)(i) above (subject also as provided below in respect of the conditions
specified in paragraphs (H), (J) and (L) of Schedule F); and in respect of the
conditions referred to in Section 5.05(b)(ii) above, only if the waiving of such
condition precedent would have a Material Adverse Effect.(c)
    
    Inco shall not, without the approval of the Majority Lenders, acting reasonably
and as soon as practicable in the circumstances, determine (i) whether the conditions
specified in paragraphs (H) or (J) of Schedule F have been satisfied if the
circumstances requiring such determination would have a Material Adverse Effect or (ii)
whether the condition specified in paragraph (L) of Schedule F has been satisfied, if
the circumstances requiring such determination could reasonably be expected to
detrimentally affect successful syndication of the Loan Facilities.(d)
    
    Inco shall not (i) amend in any material respect any representation or warranty
made by Falconbridge in the Support Agreement; or (ii) waive any breach of a material
representation or material warranty made by Falconbridge in the Support Agreement, in
each case, without approval of the Majority Lenders, acting reasonably and as soon as
practicable in the circumstances.
 ARTICLE 6
SUBSIDIARY BORROWERS
 Section 6.01 Inco Guarantee
 Inco Guarantee
 Section 6.02 Designation of Subsidiary Borrowers




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- 51 - (a)
    
    such Subsidiary was incorporated, continued or amalgamated in accordance with
and continues to be governed by the laws of a province of Canada or the federal laws of
Canada;(b)
    
    such Subsidiary is not a non-resident of Canada for purposes of the ITA;(c)
    
    such Subsidiary, prior to becoming a Subsidiary Borrower, shall have delivered
to the Administrative Agent:
 (i)
    
    an executed supplement acknowledging and
agreeing that it will be bound by the terms and conditions of this
Agreement (each, a Supplement) as if originally a party hereto
substantially in the form of Schedule R;(ii)
    
    a certified copy of its constating documents
and by-laws, as applicable;(iii)
    
    a certified copy of the resolutions
authorizing it to enter into, execute and deliver the Confirmation, and
to perform its obligations thereunder and under this Agreement;(iv)
    
    a certificate as to the incumbency of its
officers signing the Confirmation;(v)
    
    a certificate of status, good standing, or like
certificate with respect to its existence issued by appropriate
government officials of the jurisdiction of its incorporation or
formation; and(vi)
    
    an opinion of each of Borrowers Counsel and
Incos in-house counsel (or such other counsel acceptable to the
Administrative Agent) substantially in the form of Schedules L and M,
respectively.
 (d)
    
    If not delivered to the Administrative Agent prior to the time of such
designation, Inco shall have delivered an executed Inco Guarantee, together with
opinions of each of Borrowers Counsel and Incos in-house counsel substantially in the
form of Schedules N and O, respectively.




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##### 



ARTICLE 7
EVENTS OF DEFAULT
 Section 7.01 Events of Default
 Events of Default
 (a)
    
    Failure to Pay Principal. Any of the Borrowers shall fail to pay any
instalment of principal of, or interest on, any Advance or any fee or other amount
owing by such Borrower under this Agreement or any other Loan Document when due and
payable and such failure shall not have been remedied for five (5) Business Days after
the date upon which such instalment shall have been due and payable hereunder; or(b)
    
    Inco Guarantee. Inco shall fail to pay any amount due under the Inco
Guarantee forthwith upon demand therefor; or(c)
    
    Representations and Warranties False or Misleading. Any representation
or warranty made by Inco (or any of its officers) in or in connection with this
Agreement or any other Loan Document shall prove to have been false or misleading in
any material respect when made or deemed made; provided that if any of the foregoing
shall have been occasioned by a change in GAAP made after the date of this Agreement,
then any such purported default shall be deemed not to be an Event of Default; or(d)
    
    Transaction Financing and ERISA. Inco shall fail to perform or observe
the covenants contained in Section 5.04(e), Section 5.04(f) and Section 5.04(g); or(e)
    
    Failure to Perform Other Terms. Any Borrower shall fail to perform or
observe any other term, covenant or agreement which shall then be applicable contained
in this Agreement or any other Loan Document on its part to be performed or observed
(other than the covenants contained in Section 5.04(e), Section 5.04(f) and Section
5.04(g)) and, if such failure is capable of cure (it being understood that financial
covenants including, for certainty, the provisions of Section 5.04(d) are capable of
cure), any such failure shall remain unremedied for 30 calendar days after the earlier
of written notice thereof shall have been given (x) to the Administrative Agent by
Inco, or (y) to Inco by the Administrative Agent; provided that if the failure of Inco
to perform or observe any such term, covenant or agreement shall have been occasioned
by a change in GAAP made after the date of this Agreement, then such failure shall be
deemed not to be a default or to result in an Event of Default; or(f)
    
    Cross Acceleration. An event of default, as defined in any indenture
or instrument under which Inco, or any Subsidiary Borrower or Falconbridge has at the
time of this Agreement or shall hereafter have outstanding indebtedness thereunder for
borrowed money (as a borrower) in excess of US$50 million (or the Equivalent Amount of
any other currency), shall occur and be continuing and




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- 53 - such indebtedness shall have been accelerated by the holder(s) (or such other party
or parties vested with such rights) of such indebtedness so that the full amount of
such indebtedness shall immediately be or become due and payable prior to the date
on which the same would otherwise have become due and payable, and the
Administrative Agent shall have given Inco notice thereof stating that such notice
is a notice of default hereunder; provided, however, that if such event of default
under such indenture or instrument shall be remedied or cured by Inco, or any
Subsidiary Borrower or Falconbridge, as applicable, or waived by the holder(s) of
such indebtedness (or such other party or parties vested with such rights), then the
Event of Default hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action on the part of the
Administrative Agent or the Lenders; and provided further that Inco shall promptly
notify the Administrative Agent of any such event of default under such indenture or
instrument as soon as Inco becomes aware of the same; or(g)
    
    Failure to Honour Guarantee. In the case of any indebtedness of Inco,
any Subsidiary Borrower or Falconbridge in excess of US$50 million (or the Equivalent
Amount of any other currency) arising under any Guarantee of Inco, any Subsidiary
Borrower or Falconbridge, as applicable, the failure of Inco, any Subsidiary Borrower
or Falconbridge, as applicable, to make prompt payment in accordance with the terms of
such Guarantee, provided, however, that, so long as Inco, any Subsidiary Borrower or
Falconbridge, as applicable, shall contest in good faith its obligation to make such
payment in accordance with the terms of such Guarantee, then there shall be no Event of
Default unless a judgment requiring Inco, any Subsidiary Borrower or Falconbridge, as
applicable, to make such payment under such Guarantee shall have been entered against
Inco, any Subsidiary Borrower or Falconbridge, as applicable, and such judgment shall
continue unsatisfied and in effect for a period of thirty (30) consecutive days from
the date of its entry and shall not have been stayed or suspended, by pendency of an
appeal or otherwise, during such period; or(h)
    
    Voluntary Bankruptcy or Other Proceedings. The institution by Inco,
any Subsidiary Borrower or Falconbridge of proceedings to be adjudicated bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Companies Creditors Arrangement Act(Canada), the
Bankruptcy and Insolvency Act(Canada) or the Winding-Up and Restructuring Act(Canada)
or any other bankruptcy, insolvency or analogous laws, or the consent by it to the
filing of any such petition or to the appointment of a receiver of Inco, any Subsidiary
Borrower or Falconbridge, as applicable, of all or substantially all of its property,
or the making by it of a general assignment for the benefit of creditors, or the
admitting by Inco, any Subsidiary Borrower or Falconbridge in writing its inability, or
being unable, to pay its debts generally as they become due and its willingness to be
adjudged a bankrupt or taking corporate action in furtherance of any of the aforesaid
purposes; or(i)
    
    Involuntary Bankruptcy or Other Proceedings. The entry of a decree or
order by a court having jurisdiction in the premises adjudging Inco,any Subsidiary
Borrower




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##### 



- 54 - or Falconbridge a bankrupt or insolvent, or the filing of a petition seeking
reorganization or winding up of Inco, any Subsidiary Borrower or Falconbridge under
the Companies Creditors Arrangement Act(Canada), the Bankruptcy and Insolvency Act
(Canada) or the Winding-Up and Restructuring Act(Canada) or any other bankruptcy,
insolvency or analogous laws, or issuing sequestration or process of execution
against Inco, any Subsidiary Borrower or Falconbridge or all or substantially all of
its property, or appointing a receiver of Inco, any Subsidiary Borrower or
Falconbridge of all or substantially all of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order or
appointment unstayed and in effect for a period of 60 consecutive calendar days, or
the pendency of such petition for a period of 60 consecutive calendar days; or(j)
    
    Adverse Judgments. A final judgment of a court of competent
jurisdiction in the United States or Canada for the payment of money in excess of US$50
million (or the Equivalent Amount of any other currency) shall be rendered against Inco
or Falconbridge and such judgment shall continue unsatisfied and in effect for a period
of more than thirty (30) consecutive days from the date of its entry and shall not have
been stayed or suspended, by pendency of an appeal or otherwise, during such period; or(k)
    
    Government Seizure of Property. Any governmental authority or any
person or entity acting under governmental authority shall have taken any action to
condemn, seize or appropriate, or to assume custody or control of, all or any
substantial part of the property and assets of Inco, any of its Restricted
Subsidiaries, any Subsidiary Borrower or Falconbridge, located in the United States or
Canada; or(l)
    
    Invalidity. It becomes unlawful for any of the Borrowers to comply
with their obligations under the Loan Documents to which each is a party or any of
those obligations are not or cease to be legal, valid and binding, in each case, other
than as a result of any action or step taken or not taken by the Administrative Agent
or the Lenders; or(m)
    
    Change of Control. The Borrowers shall not, (i) within ten (10)
Business Days next following the date any Change of Control occurs, have obtained a
waiver from the Majority Lenders pursuant to Section 9.01 with respect to such Change
of Control, or (ii) within seven (7) Business Days next following the date any Change
of Control occurs, made an irrevocable offer to the Administrative Agent to prepay all
outstanding Advances no later than the tenth (10th) Business Day next
following the date any Change of Control occurs and terminate the Total Commitments
pursuant to Section 2.08.




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- 55 -   ARTICLE 8
THE ADMINISTRATIVE AGENT AND THE LENDERS
 Section 8.01 Authorization and Action
 (a)
    
    Each Lender irrevocably appoints and authorizes the Administrative Agent to
take such action as the Administrative Agent on its behalf and to exercise such powers
and such discretion under this Agreement and any of the other Loan Documents as are
delegated to it by the terms of this Agreement, together with the powers and discretion
reasonably incidental thereto. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or refrain from acting (and shall be
fully protected in so doing) upon the instructions of the Majority Lenders (which
instructions shall be binding upon all Lenders) or all of the Lenders, as may be
required by Section 9.01. The Administrative Agent shall not be required to take any
action which (i) exposes it to personal liability; (ii) is contrary to this Agreement
or any applicable law; (iii) would require it to become registered to do business in
any jurisdiction; or (iv) would subject it to taxation.(b)
    
    The Administrative Agent has no duties or obligations other than as set out in
this Agreement and there shall not be construed against the Administrative Agent any
implied duties (including fiduciary duties), obligations or covenants. The
Administrative Agent may execute or perform, and may delegate the execution and
performance of, any of its powers, rights, discretions and duties under this Agreement
and any of the other Loan Documents through or to any Persons designated by it provided
that any such delegation does not affect the rights or




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- 56 - 
  (c)
    
    The Administrative Agent is not obliged to (i) take or refrain from taking any
action or exercise or refrain from exercising any right or discretion under this
Agreement and any of the other Loan Documents on behalf of the Lenders; or (ii) incur
or subject itself to any cost in connection herewith, unless it is first specifically
indemnified or furnished with security by the Lenders, in form and substance
satisfactory to it (which may include further agreements of indemnity or the deposit of
funds).
 Section 8.02 No Liability
  Section 8.03 Accommodations by Administrative Agent




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- 57 -  Section 8.04 Holding of Security; Sharing of Payments, etc.
 (a)
    
    Each Lender agrees with the other Lenders that it will not, without the prior
consent of the other Lenders, take or obtain any lien on any assets of the Borrowers to
secure the obligations of the Borrowers under this Agreement, except for the benefit of
all Lenders or as may otherwise be required by law.(b)
    
    If any Lender obtains any payment (whether voluntary, involuntary or through
the exercise of any right of set-off) on account of Advances made by it in excess of
its Pro Rata Share of payments obtained by all the Lenders, such Lender shall account
to and pay over to the other Lenders their Pro Rata Share and shall, upon request,
immediately purchase from the other Lenders such participations in the Advances made by
the other Lenders as shall be necessary to cause the purchasing Lender to share the
excess payment with the other Lenders, each according to its Pro Rata Share. If all or
any portion of the excess payment is recovered from the purchasing Lender, the purchase
price shall be rescinded and each Lender shall repay to the purchasing Lender the
purchase price to the extent of the recovery together with an amount equal to the
Lenders Pro Rata Share (according to the proportion that the amount the Lenders
required repayment bears to the total amount recovered from the purchasing Lender) of
any interest or other amount paid by the purchasing Lender in respect of the total
amount recovered. The Lender purchasing a participation from another Lender pursuant
to this Section 8.04 may, to the fullest extent permitted by law, exercise all its
rights of payment (including any right of set-off) with respect to such participation
as fully as if the Lender were a direct creditor of the Borrowers in the amount of the
participation and each of the Borrowers expressly acknowledges the creation of such
right.(c)
    
    Nothing in this Credit Agreement shall be construed or deemed to permit any
Lender to enforce its rights and remedies hereunder against the Borrowers alone.
 Section 8.05 Lender Credit Decisions
  Section 8.06 Indemnification




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- 58 -  Section 8.07 Liability of the Lenders
  Section 8.08 Successor Administrative Agent
  Section 8.09 Reliance Upon Administrative Agent




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##### 



- 59 -  Section 8.10 Confidentiality
 (a)
    
    Confidentiality Undertaking. The Administrative Agent and each of the
Lenders agrees that it shall:
 (i)
    
    keep the Confidential Information strictly
confidential and not disclose it to anyone except as permitted by this
Section 8.10 and ensure that Confidential Information is protected with
security measures and a degree of care that such Person would use with
its own confidential information;(ii)
    
    use the Confidential Information solely in
connection with its participation in the Loan Facilities;(iii)
    
    ensure that any person to whom it passes any
Confidential Information (unless disclosed under Sections 8.10(b)(ii)
or (iii) acknowledges and complies with the provisions of this Section
8.10 as if that person were also party to it.
 (b)
    
    Permitted Disclosure. The parties acknowledge that Confidential
Information may be disclosed under the following conditions:
 (i)
    
    to any of the parties hereto and their
Affiliates, officers, directors, employees and professional advisers to
the extent necessary in connection with the Loan Facilities (and to
other persons authorized by a Lender or the Administrative Agent to
organize, present or disseminate such information in connection with
disclosures otherwise made in accordance with this Section);(ii)
    
    when requested or required by any court of
competent jurisdiction or any competent judicial, governmental,
supervisory or regulatory body;(iii)
    
    when required by the laws or regulations of
any country with jurisdiction over the affairs of the recipient;(iv)
    
    in accordance with Section 9.11(f); or(v)
    
    with the prior written consent of Inco.




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##### 



- 60 -  (c)
    
    Consequences of Breach. It is understood and agreed that Inco or its
Subsidiaries may be irreparably harmed by the breach of the terms of this Section 8.10,
that damages may not be an adequate remedy, and that Inco or any of its Subsidiaries or
any of their officers, employees or professional advisers may be granted an injunction
or specific performance for any threatened or actual breach of the provisions of this
Section 8.10, without proof of actual damages, in addition to any other remedy to which
any of them would be entitled.(d)
    
    Inside Information. It is acknowledged that some or all of
Confidential Information is or may be price-sensitive information and that the use of
such information may be regulated or prohibited by applicable legislation relating to
insider dealing and that the Confidential Information will not be used for any unlawful
purpose.
 ARTICLE 9
MISCELLANEOUS
 Section 9.01 Amendments, etc
  Section 9.02 Notices, etc




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- 61 -  Section 9.03 No Waiver; Remedies
  Section 9.04 Accounting Terms
  Section 9.05 Costs and Expenses
 (a)
    
    Out-of-Pocket Costs of the Administrative Agent and Lenders. In
consideration for the agreement of the Administrative Agent and the Lenders to enter
into this Agreement, Inco agrees to pay on demand all reasonable out-of-pocket costs
and expenses (including, without limitation, all reasonable out-of-pocket costs and
expenses incurred with respect to the use of Intralinks or in connection with due
diligence and travel, and reasonable courier, reproduction, printing, and delivery
costs) of the Administrative Agent, the initial Lenders (including in their capacity as
Lead Arrangers) associated with the syndication of the Loan Facilities and with the
preparation, execution and delivery, administration, amendment, waiver or modification
(including proposed amendments, waivers or modifications) of the Loan Documents;
provided that the fees and out-of-pocket costs and expenses of counsel to be paid by
Inco in connection therewith shall be limited to the reasonable fees and out-of-pocket
expenses of one set of Canadian and one set of U.S. counsel as the Lenders may deem
reasonably appropriate with respect thereto and with respect to advising the
Administrative Agent and the Lenders as to their rights and responsibilities under this
Agreement. Inco further agrees to pay on demand all reasonable out-of-pocket expenses
(including but not limited to reasonable legal fees and expenses) of the Lenders and
the Administrative Agent for workout proceedings, enforcement costs, and documentary
taxes associated with the Loan Facilities. The obligations of Inco under this Section
9.05(a) shall survive the payment in full of the Advances hereunder and the
cancellation or termination of the Commitments in full.(b)
    
    Broken Interest Periods  LIBOR. If, due to prepayments or repayments
made by any Borrower of LIBOR Advances or due to acceleration of the maturity of LIBOR
Advances or due to any other reason, the Lenders receive payments of principal of any
LIBOR Advance other than on the last day of an Interest Period




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##### 



- 62 - relating to such LIBOR Advance, such Borrower shall pay to the Lenders on demand (i)
an amount equal to the net yield which the Lenders would have earned for the balance
of such Interest Period in respect of the LIBOR Advance so repaid or prepaid if such
LIBOR Advance had not been repaid or prepaid prior to the end of such Interest
Period, reduced, if the Lenders are able to re-lend or reinvest the principal amount
of the LIBOR Advance so repaid or prepaid for the balance of such Interest Period,
by the net yield to the Lenders on so re-lending or reinvesting the LIBOR Advance,
plus (ii) any expense or penalty incurred by the Lenders on so re-lending or
reinvesting such LIBOR Advance. A certificate of the Administrative Agent setting
forth the basis for the determination by each affected Lender of the amount
necessary to compensate it as aforesaid shall be promptly submitted by the
Administrative Agent to such Borrower and, absent manifest error, shall be
conclusive and binding.
 (c)
    
    Indemnity. Inco hereby indemnifies and agrees to hold harmless all
Indemnified Parties (as defined below) from and against all Liabilities (as defined
below). Indemnified Party shall mean the Administrative Agent, the Lead Arrangers,
each Lender, and each Affiliate of each of the foregoing and the respective directors,
officers, agents, employees, advisors and representatives of each of the foregoing.
Liabilities shall mean any and all losses, claims, damages, reasonable out-of-pocket
costs, expenses (including, but not limited to, reasonable fees and expenses of no more
than one set of Canadian counsel and one set of U.S. counsel) and liabilities which may
be incurred by or asserted or awarded against any Indemnified Party (including, without
limitation, in connection with any investigation, litigation or proceeding or the
preparation of a defence in connection therewith), in each case arising out of, or in
connection with or relating to, this Agreement or any of the other Loan Documents or
the transactions contemplated hereby and any actual or proposed use of the Advances,
except to the extent that such Liabilities are (i) determined by a final,
non-appealable judgment of a court of competent jurisdiction to have resulted from such
Indemnified Partys gross negligence or wilful misconduct or the failure of such
Indemnified Party to perform its obligations in respect of the Loan Facilities, or (ii)
for any loss of profit, income, revenue or loss of business opportunity. No
Indemnified Party shall have any liability (whether in contract, tort or otherwise) to
the Borrowers or any of their respective security holders or creditors for or in
connection with the transactions contemplated hereby, except to the extent such
liability is determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from such Indemnified Partys gross negligence
or wilful misconduct. In no event, however, shall any Indemnified Party be liable on
any theory of liability for special, indirect, consequential or punitive damages
(including, without limitation, any loss of profits, business or anticipated savings).
 Section 9.06 Judgment Currency
 (a)
    
    If, for the purposes of obtaining judgment in any court, it is necessary to
convert a sum due hereunder or under any instrument delivered hereunder in any currency
(for the purposes of this Section, the Original Currency) into another currency




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##### 



- 63 - (for the purposes of this Section, the Other Currency), the parties hereto agree,
to the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with its normal banking procedures the
Lenders could purchase the Original Currency with the Other Currency on the Business
Day preceding that on which final judgment is given or, if permitted by applicable
law, on the day on which such judgment is paid or satisfied.
 (b)
    
    The obligation of a Borrower in respect of any sum due in the Original Currency
to the Lenders under such instrument shall, notwithstanding any judgment in any Other
Currency, be discharged only to the extent that on the Business Day following receipt
by the Lenders thereof, the Lenders may in accordance with their normal banking
procedures purchase the Original Currency with such Other Currency. If the amount of
the Original Currency so purchased is less than the sum originally due to the Lenders
in the Original Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Lenders against such loss, and if
the amount of the Original Currency so purchased exceeds the sum originally due to the
Lenders in the Original Currency, the Lenders agree to remit such excess to such
Borrower.
 Section 9.07 Descriptive Headings
  Section 9.08 Severability
  Section 9.09 Survival
  Section 9.10 Binding Effect; Governing Law




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##### 



- 64 -  Section 9.11 Assignments and Participations
 (a)
    
    Each Lender may and, in the case of an Increased Cost Lender shall (upon demand
by Inco pursuant to Section 2.11(d) with at least five (5) Business Days notice to
such Increased Cost Lender and the Administrative Agent), assign to one or more Persons
all or a portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment and the Advances owing to it); provided,
however, that:
 (i)
    
    each such assignment shall be a constant, and
not a varying, percentage of all rights and obligations under this
Agreement;(ii)
    
    except in the case of an assignment of the Term
Loan Facility when an Event of Default has occurred and is continuing,
the Borrowers shall be under no increased obligations under this
Agreement (including, without limitation, their obligations under
Section 2.11 or Section 2.12) than had no such assignment been made;(iii)
    
    except in the case of an assignment to a
Person that immediately prior to such assignment was a Lender, or an
assignment of all of a Lenders rights and obligations under this
Agreement, the amount of the Commitment that is the subject of each
such assignment (determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall in no event be less
than US$10,000,000 the Minimum Assignment Amount) unless the
Administrative Agent and, provided that no Event of Default has
occurred and is continuing, Inco otherwise agree; and provided further
that there shall be no Minimum Assignment Amount upon the occurrence of
an Event of Default that is continuing;(iv)
    
    subject to Section 9.11(a)(viii), each such
assignment shall be to a Person approved in writing by the
Administrative Agent and, provided that no Event of Default has
occurred and is continuing, Inco (each such approval not to be
unreasonably withheld or delayed) and the Administrative Agent and Inco
shall be provided with prior notice of the identity of the proposed
assignor Lender, the proposed amount of such assignment and the
identity of the proposed assignee; provided further that the approval
of the Administrative Agent and Inco shall not be required for
assignments to another Lender or to any Affiliate of a Lender and each
such assigning Lender shall only be required to provide notice of such
assignment to the Administrative Agent and Inco;




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##### 



- 65 - (v)
    
    each such assignment made as a result of a
demand by a Borrower pursuant to Section 2.11(d) shall be arranged by
such Borrower after consultation with the Administrative Agent and
shall be either: (x) an assignment of all of the rights and obligations
of the assigning Lender under this Agreement, or (y) an assignment of a
portion of such rights and obligations made concurrently with another
such assignment or other such assignments that together cover all of
the rights and obligations of the assigning Lender under this
Agreement;(vi)
    
    no Lender shall be obliged to make any such
assignment as a result of a demand by a Borrower pursuant to Section
2.11(d) unless and until such Lender shall have received one or more
payments from either such Borrower or one or more assignees in an
aggregate amount at least equal to the aggregate outstanding principal
amount of the Advances owing to such Lender, together with accrued
interest thereon to the date of payment of such principal amount and
all other amounts payable to such Lender hereunder including, without
limitation, increased costs or additional amounts;(vii)
    
    the parties to each such assignment shall
execute and deliver to the Administrative Agent for acceptance and
recording in the Register (as defined below) an Assignment and
Acceptance; and(viii)
    
    except when an Event of Default has occurred and is continuing, each
such assignment in respect of the Bridge Loan Facility shall be to an
Eligible Assignee.




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##### 



- 66 -  (b)
    
    By executing and delivering an Assignment and Acceptance, the assigning Lender
and the assignee thereunder confirm to and agree with each other and the other parties
hereto as follows:
 (i)
    
    other than as provided in such Assignment and
Acceptance, the assigning Lender makes no representation or warranty
and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this
Agreement or any of the other Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any of the other Loan Documents or any other
instrument or document furnished pursuant hereto;(ii)
    
    the assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial
condition of the Borrowers or the performance or observation by the
Borrowers of any of their obligations under this Agreement or any of
the other Loan Documents or any other instrument or document furnished
pursuant hereto;(iii)
    
    with respect to assignments of the Bridge Loan
Facility, the Borrowers shall be under no increased obligations under
this Agreement (including, without limitation, their obligations under
Section 2.11 or Section 2.12 than had no such assignment been made);(iv)
    
    with respect to assignments of the Term Loan
Facility, provided that no Event of Default has occurred and is
continuing, the Borrowers shall be under no increased obligations under
this Agreement (including, without limitation, their obligations under
Section 2.11 or Section 2.12) than had no such assignment been made;(v)
    
    the assignee confirms that it has received a
copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01(e) and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance;(vi)
    
    the assignee will, independently and without
reliance upon the Administrative Agent, the assigning Lender or any
other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions




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##### 



- 67 - in taking or not taking action under this Agreement or any of the
other Loan Documents;
 (vii)
    
    the assignee, in the case of an assignment in
respect of the Bridge Loan Facility, confirms that it is an Eligible
Assignee;(viii)
    
    such assignee appoints and authorizes the Administrative Agent to
take such action as Administrative Agent on its behalf and to exercise
such powers and discretion under this Agreement and other Loan
Documents as are delegated to the Administrative Agent by the terms
hereof, together with such powers and discretion as are reasonably
incidental thereto;(ix)
    
    the assignee agrees that it will perform in
accordance with their terms all of the obligations that, by the terms
of this Agreement, are required to be performed by it as a Lender; and(x)
    
    such assigning Lender shall pay to the
Administrative Agent an assignment fee of US$3,500 for each assignee,
such fee to be due and payable upon the execution and delivery of the
relevant Assignment and Acceptance; provided that such fee shall not be
required for assignment among Lenders or to an Affiliate of a Lender.
 (c)
    
    Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender, an assignee (representing, in the case of an assignment in respect of the
Bridge Loan Facility, that it is an Eligible Assignee), the Administrative Agent and,
if applicable, Inco, shall:
 (i)
    
    accept such Assignment and Acceptance,(ii)
    
    record the information contained therein in the
Register, and(iii)
    
    give prompt notice thereof to the Borrower.
 (d)
    
    The Administrative Agent shall maintain a copy of each Assignment and
Acceptance delivered to and accepted by it in a register for the recordation of the
names and addresses of the Lenders, and the Commitment of and principal amount of the
Advances owing to, each Lender from time to time (the Register). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and
Inco, the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by Inco or any Lender at any time and from
time to time upon reasonable prior notice.(e)
    
    Each Lender may sell participations to one or more banks or other entities
(other than Inco or any of its Affiliates) in or to all or a portion of its rights and




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##### 



- 68 - 
  (i)
    
    such Lenders obligations under this Agreement
(including, without limitation, its Commitment) shall remain unchanged;(ii)
    
    such Lender shall remain solely responsible to
the parties hereto for the performance of such obligations;(iii)
    
    the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in
connection with such Lenders rights and obligations under this
Agreement;(iv)
    
    no participant under any such participation
shall have any right to approve any amendment or waiver of any
provision of this Agreement or any consent to any departure by the
Borrowers therefrom except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, Advances made
hereunder or any fees or other amounts payable hereunder, in each case
to the extent subject to such participation, or postpone any date fixed
for any payment of principal of, or interest on, the Advances made
hereunder or any fees payable hereunder, in each case, to the extent of
such participation; and(v)
    
    the Borrowers shall be under no increased
obligations under this Agreement (including, without limitation, their
obligations under Section 2.11 or Section 2.12 than had no such
participation been made.
 (f)
    
    Any Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 9.11 disclose to the assignee or
participant or proposed assignee or participant, any information relating to the
Borrowers furnished to such Lender by or on behalf of the Borrowers; provided that,
prior to any such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any Confidential Information
relating to the Borrowers received by it from such Lender in the same manner and to the
extent set out in Section 8.10 hereof.
 Section 9.12 Counterparts
  Section 9.13 Entire Agreement




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##### 



- 69 -  - remainder of page intentionally left blank -




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##### 



- 70 -  145 King Street West
    
    INCO LIMITED, as a BorrowerSuite 1500Toronto, ON M5H 4B7By:
    
    /s/ Robert D. J. DaviesName:
    Robert D. J. DaviesAttention: Vice-President & Treasurer
    
    
    
    Title:
    Executive Vice President and Chief Financial OfficerTelephone No.: 416-361-7650
    
    By:Facsimile No.: 416-361-7538
    
    
    
    Name:Title:
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##### 



12th Floor, South Tower
    
    ROYAL BANK OF CANADA, asRoyal Bank Plaza
    
    Administrative Agent200 Bay StreetToronto, ON M5J 2W7
    
    By:
    
    /s/ David WheatleyName: David WheatleyTitle:   Manager, AgencyAttention: Agency Services GroupTelephone No.: 416-842-3901Facsimile No.: 416-842-4023
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##### 



- 72 - 4th Floor, P.O. Box 50
    
    ROYAL BANK OF CANADA,as LenderRoyal Bank PlazaSouth Tower200 Bay Street
    
    By:
    
    /s/ Stam FountoulakisToronto, ON M5J 2W7
    
    
    
    Name: Stam FountoulakisTitle:   Authorized SignatoryAttention:   Stam Fountoulakis
    
    By:Vice President
    
    
    
    Name:Corporate Banking 
    
    
    
    Title:Global Mining & MetalsTelephone No.:   416-842-3791Facsimile No.:   416-842-5320
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##### 



- 73 - 40 King Street West
    
    THE BANK OF NOVA SCOTIA, as Lender62nd FloorScotia PlazaToronto, ON M5W 2X6
    
    By:
    
    /s/ David KonarekName: David KonarekAttention:           Scott Stewart
    
    
    
    Title: Managing DirectorTelephone No.:   416-933-2959Facsimile No.:      416-866-2009
    
    By:
    
    /s/ Alexander M. MihailovichName: Alexander M. MihailovichTitle: Associate
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##### 



- 74 - One Pierrepont Plaza
    
    MORGAN STANLEY SENIOR FUNDING7th Floor
    
    (NOVA SCOTIA) CO.,as Lender300 Cadman Plaza WestBrooklyn, NY 11201
    
    By:
    
    /s/ Jaap L. TonckensName: Jaap L. TonckensTitle: Vice PresidentAttention:               Erma DellAquilaTelephone No.:      718-754-7286Facsimile No.:      718-754-7249
    
    By:Name:Title:
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##### 



- 75 - c/o Goldman, Sachs & Co.
    
    GOLDMAN SACHS CANADA CREDIT30 Hudson Street, 17th Floor
    
    PARTNERS CO., as LenderJersey City, NJ 07302By:
    
    /s/ Steve HickeyName: Steve HickeyAttention: Pedro Ramirez
    
    
    
    Title: President-Goldman Sachs Canada Credit Partners Co.Telephone No.: 917-343-8319Facsimile No.: 212-428-1243
    
    By:Name:Title:
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##### 



- 76 - 77 King Street West
    
    BNP PARIBAS (CANADA), as LenderSuite 4100P.O. Box 31Toronto, ON M5K 1N8
    
    By:
    
    /s/ Krista McLeodName: Krista McLeodAttention:
    
    Allan Fordyce
    
    
    
    Title: Assistant Vice PresidentDirectorTelephone No.:
    
    416-365-6743
    
    By:
    
    /s/ Jean-Philippe CadotFacsimile No.:
    
    416-947-3538
    
    
    
    Name: Jean-Philippe CadotTitle: Director
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##### 



- 77 - 1200 Smith Street, Suite 1300
    
    BNP PARIBAS, as LenderHouston, Texas, 77002Attention: Donna Verwold
    
    By:
    
    /s/ Brian MaloneTelephone No.: 713-982-11000
    
    
    
    Name: Brian MaloneFacsimile No.: 713-659-6915
    
    
    
    Title:By:
    
    /s/ David DoddName: David DoddTitle: Director
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##### 



- 78 - Suite 1400, Ernst & Young Tower
    
    SUMITOMO MITSUI BANKINGToronto-Dominion Centre
    
    CORPORATION OF CANADA, as LenderP.O. Box 172222 Bay StreetToronto, ON M5K 1H6
    
    By:
    
    /s/ Alfred LeeName: Alfred LeeAttention:
    
    Alfred Lee
    
    
    
    Title: Vice PresidentVice President
    
    By:Telephone No.:
    
    416-368-4934
    
    
    
    Name:Facsimile No.:
    
    416-367-3565
    
    
    
    Title:
  remainder of page intentionally left blank 




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##### 



- 79 - 277 Park Avenue
    
    SUMITOMO MITSUI BANKINGNew York, NY 10172
    
    CORPORATION, as LenderAttention: Robert DupreeTelephone No.: 212-224-4159
    
    By:
    
    /s/ Masakazu HasegawaFacsimile No.: 212-224-5222
    
    
    
    Name: Masakazu HasegawaTitle: Joint General ManagerBy:Name:Title:
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##### 



- 80 - 301 South College St NC 5562
    
    WACHOVIA BANK, NA, as LenderCharlotte, NC 28288Attention:
    
    J. Andrew Phelps
    
    By:
    
    /s/ Doug DavisVP
    
    
    
    Name: Doug DavisTelephone No.:
    
    704-383-7239
    
    
    
    Title: DirectorFacsimile No.:
    
    704-383-1625
    
    By:Name:Title:
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##### 



141 Adelaide Street West
    
    
    
    CONGRESS FINANCIAL CORPORATIONSuite 1500
    
    
    
    CANADA),as LenderToronto, ON M5H 3L5By:
    

/s/
Enza AgostaAttention:
    
    Enza AgostaVP
    
    
    
    
    

Name: Enza
Agosta  Title: Vice President-Congress FinancialTelephone No.:
    
    416-364-6401
    
    
    
    
    
    Corporation (Canada)Facsimile No.:
    
    416-364-8165By:Name:Title:
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##### 



- 82 - 1177 Avenue of the Americas
    
    
    
    AUSTRALIA AND NEW ZEALAND6th Floor
    
    
    
    BANKING GROUP LIMITED,as LenderNew York, NY 10036By:
    
    /s/
Martin CleaverAttention:
    
    Orlando Diaz
    
    
    
    
    

Name: Martin CleaverVP
    
    
    
    
    
    Title: Chief Operating
OfficerTelephone No.:
    
    212-801-9740Facsimile No.:
    
    212-536-9247
    
    
    
    By:Name:Title:
 
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##### 



- 83 - 70 York Street
    
    
    
    HSBC BANK USA, TORONTO BRANCH,4th Floor
    
    
    
    as LenderToronto, ON M5J 1S9By:
    
    /s/ Jody SandersonAttention:
    
    Jeffrey Roth
    
    
    
    
    

Name:
Jody SandersonRelationship Manager
    
    
    
    
    
    Title:Telephone No.:
    
    416-525-5504Facsimile No.:
    
    416-525-6581
    
    
    
    By:
    
    /s/ Margaret LaneName: Margaret LaneTitle:
 
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##### 



- 84 - 100 Yonge Street
    
    
    
    MIZUHO CORPORATE BANKSuite 1102, Box 29
    
    
    
    (CANADA),as LenderToronto, ON M5C 2W1By:
    
    /s/ W. M. McFarlandAttention:
    
    Bill McFarland
    
    
    
    
    

Name:
W. M. McFarlandVP
    
    
    
    
    
    Title: Vice PresidentTelephone No.:
    
    416-874-1145Facsimile No.:
    
    416-367-3452
    
    
    
    By:Name:Title:
 
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##### 



- 84 - 1251 Avenue of the Americas
    
    
    
    MIZUHO CORPORATE BANK LTD.,asNew York, NY 10020
    
    
    
    LenderAttention:
    
    Yoshimi Tsushima
    
    
    
    By:
    
    /s/ Bertram H. TangVP
    
    
    
    
    

Name: Bertram
H. TangTelephone No.:
    
    212-282-4947
    
    
    
    
    
    Title: Senior Vice
PresidentFacsimile No.:
    
    212-282-4488By:Name:Title:
 
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##### 



- 85 - 1251 Avenue of the Americas
    
    
    
    NATEXIS BANQUES POPULAIRES,as34th Floor
    
    
    
    LenderNew York, NY 10020By:
    
    /s/ Robin LiuAttention:
    
    Carla Sweet
    
    
    
    
    

Name: Robin
LiuVP
    
    
    
    
    
    Title:Telephone No.:
    
    212-872-5052Facsimile No.:
    
    212-872-5162
    
    
    
    By:
    
    /s/ Stephen A. JendrasName: Stephen A.
JendrasTitle: Vice President
 
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##### 



- 86 - 55 East 52nd Street
    
    
    
    UFJ BANK LIMITED,as LenderNew York, NY 10055Attention: Stephen C. Small
    
    
    
    By:
    
    /s/ Stephen C. SmallSenior Vice President
    
    
    
    
    

Name: Stephen
C. SmallTitle: Senior Vice
President and Area ManagerTelephone No.:
    
    212-339-6201Facsimile No.:
    
    212-754-1304
    
    
    
    By:Name:Title:
 
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##### 



- 88 - #1680  650 West Georgia Street
    
    
    
    UNITED OVERSEAS BANK LIMITED,asVancouver, BC V6B 4N9
    
    
    
    LenderAttention: Winnie ChewSenior Manager
    
    
    
    By:
    
    /s/ K. Jin KohTelephone No.:
    
    604-662-7055
    
    
    
    
    

Name: K. Jin KohFacsimile No.:
    
    604-662-3356
    
    
    
    
    
    Title: General ManagerBy:Name:Title:
 
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##### 



FIRST AMENDMENT AGREEMENT
   Loan Agreement
    1.1 Defined Terms
  1.2 Amendment
  1.3 Representations and Warranties
  (a)
    
    Due Execution. The execution, delivery and performance by Inco of this
First Amendment Agreement are within its powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) its constating documents or
by-laws or (ii) any applicable law or any rule, regulation, writ or decree then in
effect or any contractual restriction binding on or affecting it or any of its
properties.




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##### 



(b)
    
    No Other Authorization. No authorization or approval (including exchange
control approval) or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution, delivery and
performance by Inco of this First Amendment Agreement.
 (c)
    
    Legal and Binding Agreement. This First Amendment Agreement constitutes the
legal, valid and binding obligation of Inco enforceable against it in accordance with
its terms except as may be limited by (i) bankruptcy, insolvency, reorganization or
other laws or equitable principles of general application to or affecting the
enforcement of creditors rights and (ii) the availability of remedies under general
equitable principles.
 (d)
    
    Representations Accurate and No Default. The representations and warranties
contained in Section 4.01 of the Loan Agreement are true and correct as of the date
hereof, except to the extent that such representations and warranties relate to an
earlier or later date; and (ii) no event has occurred and is continuing, or would
result from the amendment to the Loan Agreement contemplated hereby, which constitutes
an Event of Default, but for the requirement that notice be given or time elapse with
respect to any applicable grace period or both.
 1.4 Confirmation of Loan Documents
  1.5 Counterparts
  1.6 Binding Effect; Governing Law




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##### 



INCO LIMITED,as a BorrowerPer:
    
    /s/ S. AndersonName: S. AndersonTitle: Vice President
and Treasurer
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##### 



ROYAL BANK OF CANADA, as
Administrative AgentPer:
    
    /s/ David WheatleyName: David WheatleyTitle: Manager, Agency
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##### 



MORGAN STANLEY
SENIOR FUNDING
(NOVA SCOTIA) CO., as LenderPer:
    
    /s/ Jaap L. TonckensName:  Jaap L. TonckensTitle:  Vice
PresidentPer:Name:Title:
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ROYAL BANK OF CANADA, as LenderPer:
    
    /s/ Stam FountoulakisName:  Stam FountoulakisTitle:  Authorized Signatory
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GOLDMAN SACHS CANADA CREDIT
PARTNERS CO., as LenderPer:
    
    /s/ Steve HickeyName:  Steve HickeyTitle:  President-Goldman Sachs Canada Credit Partners
    Co.Per:Name:Title:
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THE BANK OF NOVA SCOTIA, as LenderPer:
    
    /s/ Michael K. EddyName: Michael K. EddyTitle: Director-MiningPer:
    
    /s/ Alexander MihailovichName: Alexander MihailovichTitle: Associate
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##### 



BNP PARIBAS (CANADA), as LenderBy:
    
    /s/ Allan FordyceName: Allan FordyceTitle: DirectorBy:
    
    /s/ Krista McLeodName: Krista McLeodTitle: Assistant Vice
President
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##### 



BNP PARIBAS, as LenderBy:
    
    /s/ Polly SchottName: Polly SchottTitle: Vice PresidentBy:
    
    /s/ Betsy JocherName: Betsy JocherTitle: Vice President
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SUMITOMO MITSUI BANKING CORPORATION OF CANADA, as LenderBy:
    
    /s/ Alfred LeeName:  Alfred LeeTitle:    Vice PresidentBy:Name:Title:
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SUMITOMO MITSUI BANKING CORPORATION, as LenderBy:
    
    /s/ William M. GinnName:  William M. GinnTitle:     General ManagerBy:Name:Title:
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WACHOVIA BANK, NA, as LenderBy:
    
    /s/ J. Andrew PhelpsName:  J. Andrew PhelpsTitle:    Vice PresidentBy:Name:Title:
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##### 



WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as LenderBy:
    
    /s/ Enza AgostaName: Enza AgostaTitle: Vice President -
Wachovia Capital Finance Corporation (Canada)By:Name:Title:
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##### 



AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as LenderBy:
    
    /s/ John W. WadeName: John W. WadeTitle: DirectorBy:Name:Title:
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##### 



HSBC BANK USA, TORONTO BRANCH, as LenderBy:
    
    /s/ Jody SandersonName: Jody SandersonTitle:By:
    
    /s/ Margaret LaneName: Margaret LaneTitle:
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##### 



MIZUHO CORPORATE BANK(CANADA), as LenderBy:
    
    /s/ W.M. McFarlandName: W.M. McFarlandTitle: Vice PresidentBy:Name:Title:
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##### 



MIZUHO CORPORATE BANK LTD., as LenderBy:
    
    /s/ Bertram H. TangName: Bertram H. TangTitle: Senior Vice President
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##### 



NATEXIS BANQUES POPULAIRES, asLenderBy:
    
    /s/ Stephen A. JendrasName: Stephen A. JendrasTitle: Vice PresidentBy:
    
    /s/ Carla SweetName: Carla SweetTitle: Vice President
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##### 



THE BANK OF TOKYO-MITSUBISHI, UFJ LTD., as LenderBy:
    
    /s/ Spencer HughesName: Spencer HughesTitle: Authorized Signatory
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##### 



UNITED OVERSEAS BANK LIMITED, as LenderBy:
    
    /s/ K. Jin KohName: K. Jin KohTitle: General ManagerBy:Name:Title:
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##### 



BANK OF TOKYO  MITSUBISHI UFJ (CANADA), as LenderBy:
    
    /s/
Angelo BisuttiName: Angelo BisuttiTitle:   Senior Vice PresidentBy:Name:Title:
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##### 



SECOND AMENDMENT AGREEMENT
   Loan
Agreement
   Amended Section 4.1(g)
  1.1 Defined
Terms
  1.2 Amendment




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##### 



1.3 Section 5.04(h) of the Credit Agreement
  1.4 Representations
and Warranties
  (a)
    
    Due Execution. The execution, delivery and performance by Inco of this
Second Amendment Agreement are within its powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) its constating documents or
by-laws or (ii) any applicable law or any rule, regulation, writ or decree then in
effect or any contractual restriction binding on or affecting it or any of its
properties.(b)
    
    No Other Authorization. No authorization or approval (including
exchange control approval) or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery
and performance by Inco of this Second Amendment Agreement.(c)
    
    Legal and Binding Agreement. This Second Amendment Agreement
constitutes the legal, valid and binding obligation of Inco enforceable against it in
accordance with its terms except as may be limited by (i) bankruptcy, insolvency,
reorganization or other laws or equitable principles of general application to or
affecting the enforcement of creditors rights and (ii) the availability of remedies
under general equitable principles.(d)
    
    Representations Accurate and No Default. The representations and
warranties contained in Section 4.01 of the Loan Agreement are true and correct as of
the date hereof, except to the extent that such representations and warranties relate
to an earlier or later date; and (ii) no event has occurred and is continuing, or would
result from the amendment to the Loan Agreement contemplated hereby, which constitutes
an Event of Default, but for the requirement that notice be given or time elapse with
respect to any applicable grace period or both.
 1.5 Confirmation
of Loan Documents
  1.6 Counterparts




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##### 



1.7 Binding
Effect; Governing Law
   INCO LIMITED, as a BorrowerPer:
    
    /s/ Robert D. J. DaviesName: Robert D. J. DaviesTitle: Executive Vice President and
Chief Financial Officer
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##### 



ROYAL BANK OF CANADA, asAdministrative AgentPer:
    
    /s/ David WheatleyName: David WheatleyTitle: Manager, Agency
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##### 



- 5 - MORGAN STANLEY SENIOR FUNDING(NOVA SCOTIA) CO.,as LenderPer:
    
    /s/ Jaap L. TonckensName: Jaap L. TonckensTitle: Vice PresidentPer:Name:Title:
 - remainder of page left intentionally blank -




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##### 



- 6 - ROYAL BANK OF CANADA, as LenderPer:
    
    /s/ Stam FountoulakisName: Stam FountoulakisTitle: Authorized Signatory
 - remainder of page left intentionally blank -




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##### 



- 7 - GOLDMAN SACHS CANADA CREDITPARTNERS CO., as LenderPer:
    
    /s/ Ed ForstName: Ed ForstTitle: Authorized SignatoryPer:Name:Title:
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##### 



- 8 - THE BANK OF NOVA SCOTIA, as LenderPer:
    
    /s/ Michael K. EddyName: Michael K. EddyTitle: Director-MiningPer:
    
    /s/ Alexander MihailovichName: Alexander MihailovichTitle: Associate
 - remainder of page left intentionally blank -




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##### 



- 9 - BNP PARIBAS (CANADA), as LenderPer:
    
    /s/ Michael GosselinName: Michael GosselinTitle: Managing DirectorPer:
    
    /s/ Krista McLeodName: Krista McLeodTitle: Assistant Vice President
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##### 



- 10 - BNP PARIBAS, as LenderPer:
    
    /s/ Larry RobinsonName: Larry RobinsonTitle: DirectorPer:
    
    /s/ Mark A. CoxName: Mark A. CoxTitle: Director
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##### 



- 11 - SUMITOMO MITSUI BANKINGCORPORATION OF CANADA, as LenderPer:
    
    /s/ Alfred LeeName: Alfred LeeTitle: Vice PresidentPer:Name:Title:
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##### 



- 12 - SUMITOMO MITSUI BANKINGCORPORATION, as LenderPer:
    
    /s/ William M. GinnName: William M. GinnTitle: General ManagerPer:Name:Title:
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##### 



WACHOVIA BANK, NA, as LenderPer:
    
    /s/ J. Andrew PhelpsName: J. Andrew
PhelpsTitle: Vice
PresidentPer:Name:Title:
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##### 



- 14 - WACHOVIA CAPITAL FINANCE
CORPORATION (CANADA), as LenderPer:
    
    /s/ Enza AgostaName: Enza AgostaTitle: Vice President-Wachovia CapitalFinance Corporation
(Canada)Per:Name:Title:
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##### 



- 15 - AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED, as LenderPer:
    
    /s/ R. Scott McInnisName: R. Scott
McInnisTitle: General
ManagerPer:Name:Title:
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##### 



- 16 - HSBC BANK USA, TORONTO BRANCH,
as LenderPer:
    
    /s/ Jody SandersonName: Jody SandersonTitle:Per:
    
    /s/ Margaret LaneName: Margaret LaneTitle:
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##### 



- 17 - MIZUHO CORPORATE BANK
(CANADA), as LenderPer:
    
    /s/ W. M. McFarlandName: W. M. McFarlandTitle: Vice
PresidentPer:Name:Title:
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##### 



- 18 - MIZUHO CORPORATE BANK LTD., as
LenderPer:
    
    /s/ Makoto MurataName: Makoto MurataTitle: Deputy General ManagerPer:Name:Title:
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##### 



- 19 - NATEXIS BANQUES POPULAIRES, as
LenderPer:
    
    /s/ Vincent LaurasName: Vincent LaurasTitle: Managing DirectorPer:
    
    /s/ Carla SweetName: Carla SweetTitle: Vice President
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##### 



- 20 - THE BANK OF TOKYO-MITSUBISHI,
UFJ LTD., as LenderPer:
    
    /s/ Spencer HughesName: Spencer HughesTitle: Authorized SignatoryPer:Name:Title:
 - remainder of page left intentionally blank -




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##### 



- 21 - UNITED OVERSEAS BANK LIMITED, as
LenderPer:
    
    /s/ K. Jin KohName: K. Jin KohTitle: General ManagerPer:Name:Title:
 remainder of page left intentionally blank 




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##### 



- 22 - BANK OF TOKYO  MITSUBISHI UFJ (CANADA),
as LenderPer:
    
    /s/ Angelo BisuttiName: Angelo BisuttiTitle: Senior Vice
PresidentPer:Name:Title:
 remainder of page left intentionally blank -