**Exhibit 4.32**

**EXECUTION COPY**

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**FACILITY AGREEMENT**

**dated        November 2006**

among

**GOLD FIELDS LA CIMA S.A.**

as Borrower

**CITIGROUP GLOBAL MARKETS INC.**

as Mandated LeadArranger

**THE ROYALBANK OF SCOTLAND PLC**as Mandated Lead Arranger and Facility Agent

**THE BANK OF NOVA SCOTIA**

as Mandated LeadArranger

**SCOTIABANK PERU S.A.A.**

as OnshoreSecurity Agent

**THE BANK OF NOVA SCOTIA TRUSTCOMPANY OF NEW YORK**

as OffshoreSecurity Trustee

**and**

**THEFACILITY LENDERS**

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**MILBANK, TWEED, HADLEY &McCLOY LLP**

**London**

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**CONTENTS**
| **Clause**                                                                                                                       | ** **                              | **Page** |
|----------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|----------|
| SECTION 1            INTERPRETATION                                       | 2                                       |
| 1.                                                                                                                               | Definitions and  Interpretation         | 2        |
| SECTION 2            THE FACILITY                                         | 38                                      |
| 2.                                                                                                                               | The Facility                            | 38       |
| 3.                                                                                                                               | Purpose                                 | 39       |
| 4.                                                                                                                               | Conditions Precedent                    | 39       |
| SECTION 3            UTILISATION                                          | 41                                      |
| 5.                                                                                                                               | Utilisation                             | 41       |
| SECTION 4            REPAYMENT, PREPAYMENT AND  CANCELLATION              | 43                                      |
| 6.                                                                                                                               | Repayment                               | 43       |
| 7.                                                                                                                               | Prepayment and  Cancellation            | 43       |
| 8.                                                                                                                               | Mandatory Prepayments                   | 45       |
| SECTION 5            COSTS OF ADVANCE                                     | 47                                      |
| 9.                                                                                                                               | Interest                                | 47       |
| 10.                                                                                                                              | Interest Periods                        | 48       |
| 11.                                                                                                                              | Changes to the  Calculation of Interest | 49       |
| SECTION 6            NOTES                                                | 51                                      |
| 12.                                                                                                                              | The Notes                               | 51       |
| SECTION 7            ADDITIONAL PAYMENT OBLIGATIONS                       | 53                                      |
| 13.                                                                                                                              | Tax Gross Up and Tax  Indemnity         | 53       |
| 14.                                                                                                                              | Increased Costs                         | 55       |
| 15.                                                                                                                              | Other Indemnities                       | 56       |
| 16.                                                                                                                              | Mitigation by the  Facility Lenders     | 58       |
| 17.                                                                                                                              | Fees                                    | 58       |
| 18.                                                                                                                              | Costs and Expenses                      | 59       |
| SECTION 8            REPRESENTATIONS, UNDERTAKINGS AND  EVENTS OF DEFAULT | 60                                      |
| 19.                                                                                                                              | Representations                         | 60       |
| 20.                                                                                                                              | Information  Undertakings               | 66       |
| 21.                                                                                                                              | Positive Covenants                      | 74       |
| 22.                                                                                                                              | Negative Covenants                      | 78       |
|                                                                                                                                  |                                         |          |  |

 

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| 23.                                                                                            | Security Interests                             | 83       |
|------------------------------------------------------------------------------------------------|------------------------------------------------|----------|
| 24.                                                                                            | Events of Default                              | 84       |
| 25.                                                                                            | Remedies Following  Default                    | 90       |
| SECTION 9            CHANGES TO PARTIES | 92                                             |
| 26.                                                                                            | Changes to the Facility  Lenders               | 92       |
| SECTION 10          ADMINISTRATION                | 97                                             |
| 27.                                                                                            | Role of the Facility  Agent                    | 97       |
| 28.                                                                                            | Conduct of Business by  the Finance Parties    | 102      |
| 29.                                                                                            | Sharing Among the  Finance Parties             | 103      |
| 30.                                                                                            | Payment Mechanics                              | 104      |
| SECTION 11          MISCELLANEOUS                 | 107                                            |
| 31.                                                                                            | Set–off                                   | 107      |
| 32.                                                                                            | Notices                                        | 107      |
| 33.                                                                                            | Calculations and  Certificates                 | 109      |
| 34.                                                                                            | Partial Invalidity                             | 109      |
| 35.                                                                                            | Remedies and Waivers                           | 109      |
| 36.                                                                                            | Confidentiality                                | 109      |
| 37.                                                                                            | Amendments and Waivers                         | 110      |
| 38.                                                                                            | Counterparts                                   | 110      |
| 39.                                                                                            | Governing Law                                  | 110      |
| 40.                                                                                            | Jurisdiction                                   | 111      |
| 41.                                                                                            | Arbitration                                    | 111      |
| 42.                                                                                            | Waiver of Sovereign  Immunity                  | 112      |
| Schedule 1                                                                                     | The Original Facility  Lenders and Commitments | 113      |
| Schedule 2                                                                                     | Conditions Precedent                           | 114      |
| Schedule 3                                                                                     | Drawdown Request                               | 120      |
| Schedule 4                                                                                     | Form of Note                                   | 121      |
| Schedule 5                                                                                     | Form of Transfer  Certificate                  | 122      |
| Schedule 6                                                                                     | Form of New Facility  Lender Accession Deed    | 124      |
| Schedule 7                                                                                     | Form of Compliance  Certificate                | 125      |
| Schedule 8                                                                                     | Insurances                                     | 126      |
| Schedule 9                                                                                     | Consents                                       | 142      |
|            Part I                            |                                           | Consents | 142 |
|                                                                                                |                                                |          |  |  |

 

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|            Part II |   | Applications                      | 146 |
|----------------------------------------------------------------------|--------|-----------------------------------|-----|
| Schedule  10                                                         |   | Timetables                        | 147 |
| Schedule  11                                                         |   | Repayment Schedule                | 148 |
| Schedule  12                                                         |   | Mandatory Cost Formulae           | 149 |
| Schedule  13                                                         |   | Concessions                       | 151 |
|            Part I  |   | Material Concessions              | 151 |
|            Part II |   | Other Concessions                 | 152 |
| Schedule  14                                                         |   | Conditions for Issuance  of Bonds | 154 |
| Schedule  15                                                         |   | Document Review List              | 156 |

 

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**THIS AGREEMENT**(this “**Agreement**”) is dated             November2006

**AMONG**:

(1)                        **GOLD FIELDS LA CIMA S.A.**(formerly known as Sociedad Minera La Cima S.A.), a companyincorporated under the laws of Peru registered at Entry A00001 of File 11606015of the Companies Registry of Lima, with taxpayer number 20507028915 andregistered office at Av. Victor Andres Belaunde 147, Via Principal 155, Oficina1401, San Isidro, Lima, Peru (the “**Borrower**”);

(2)                        **CITIGROUP GLOBAL MARKETS INC.**,**THE BANK OFNOVA SCOTIA**and **THE ROYAL BANK OF SCOTLAND****PLC**together as mandated lead arrangers(the “**Mandated Lead****Arrangers**”);

(3)                        **THE ROYAL BANK OF SCOTLAND PLC**as Facility Agent (the “**Facility Agent**”);

(4)                        **THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK**asOffshore Security Trustee (the “**Offshore Security Trustee**”);

(5)                        **SCOTIABANK PERU S.A.A.**as Onshore Security Agent (the “**Onshore****Security Agent**”);and

(6)                        **THE FINANCIAL INSTITUTIONS** listed in Schedule 1 (*The Original Facility Lenders*) (the “**Original****Facility Lenders**”, each an “**Original****Facility Lender**”).

**RECITALS**:

(A)                    The Borrowerhas been granted various Concessions in order to implement the Project.

(B)                      Pursuant toa sponsor support agreement dated on or about the date of this Agreemententered between the Borrower, the Shareholder, the Guarantor, GFL MiningServices Limited, the Facility Agent and the Offshore Security Trustee (the “**Sponsor Support Agreement**”), the Shareholder will makeavailable certain Shareholder Contributions on the terms set out in the SponsorSupport Agreement.

(C)                      The partieshereto intend to raise a portion of the finance for the Project by enteringinto this Agreement and the other Financing Documents.

**IT IS AGREED** asfollows:

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**SECTION 1INTERPRETATION**

# 1.**         ****DEFINITIONS AND INTERPRETATION**

1.1**            ****DEFINITIONS**

In this Agreement:

“**Acceptable GFL Entity**”means (i) the Guarantor or Orogen Holding (BVI) Limited or (ii) any Affiliateof the Guarantor (other than the Borrower or any of its subsidiaries or OrogenHolding (BVI) Limited) which has a long term credit rating of at least A or theequivalent thereof from Standard & Poor’s and/or at least A2 or theequivalent thereof from Moody’s.

“**Accession Deed**”means any New Facility Lender Accession Deed or any Bondholders’ RepresentativeAccession Deed as the case may be.

“**Accounts**” means the Onshore Accounts and the OffshoreAccounts.

“**Account Banks**”means the Onshore Account Bank and the Offshore Account Bank.

“**Accounts ManagementAgreement**” means the agreement so entitled entered into on or aboutthe date of this Agreement between the Borrower, the Account Banks, theOffshore Security Trustee, the Onshore Security Agent and the Facility Agent.

“**Advances**” meansthe Tranche A Advances and/or the Tranche B Advances (as from time to timereduced by repayment) made, or to be made, by the Facility Lenders under theFacility, each an “**Advance**”.

“**Affiliate**”means, in relation to any person, a subsidiary of that person or a holdingcompany of that person or any other subsidiary of that holding company.

“**Agents**” meansthe Offshore Security Trustee, the Onshore Security Agent and the FacilityAgent.

“**Annual Operating Budget**”has the meaning given to it in Clause 20.10 (*OperatingBudgets*).

“**Applicable Law**”means any law, regulation, rule, executive order, decree, code of practice,circular, guidance note or injunction of, or made by, any Competent Authority,which is binding and enforceable on or against the Borrower, the Project or thesubject matter of, or any party to, any of the Transaction Documents, as thecase may be.

“**Authorised Investment**”means, with respect to any Account at any time, any of the following:

(a)                        a freelynegotiable and marketable debt security which is denominated in Dollars andissued or guaranteed by any sovereign government or governmental agency with along term credit rating of at least A or the equivalent thereof by Standard&

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Poor’s and at least A2 or the equivalent thereof byMoody’s, and has a maturity of less than five (5) years from the date ofacquisition;

(b)                       demanddeposits, time deposits, certificates of deposit or other obligations(including acceptances) maturing or capable of redemption by the holder notmore than six (6) months after the date of investment or acquisition thereofwhich are issued, accepted or guaranteed by a bank with a credit rating (asmost recently published) on its outstanding senior long-term unsecured,unguaranteed indebtedness of A or higher by Standard & Poor’s and A2 orhigher by Moody’s;

(c)                        any otherinvestments so long as the Borrower notifies in writing the Facility Agent ofthe proposed investment and the Facility Agent acting pursuant to writteninstructions from the Majority Facility Lenders, consents to such proposal; and

(d)                       moneymarket funds capable of redemption at any time having substantially all theassets of which are comprised of securities of the types described inparagraphs (a) and (b) above.

“**Available Commitment**”means, in relation to a Facility Lender, at any time, its Commitment minus:

(a)                        the amountof its participation in any outstanding Advances under the Facility at suchtime; and

(b)                       in relationto any proposed Advance under the Facility, the amount of its proposedparticipation in any other Advance under the Facility that is due to be made onor before the proposed Drawdown Date for such proposed Advance.

“**Available Facility**”means, at any time, the aggregate for the time being of each Facility Lender’sAvailable Commitment.

“**Available Funding**”means, on any date, the aggregate (without double counting) of:

(a)                        cash andother cash-equivalent assets of the Borrower;

(b)                       amountsavailable to be drawn under the Facility on that date;

(c)                        amountsavailable to be drawn under the Sponsor Support Agreement on that date;

(d)                       amountsavailable through the Bonds that have been issued on or prior to that date; and

(e)                        any otheramounts which the Borrower and the Facility Agent agree are, or will be,available to the Borrower to meet the relevant Project Costs prior to theFinancial Completion Date.

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“**Availability Period**”means the period from (and including the date of) this Agreement to theearliest of:

(a)                        the dateon which the amount of the Available Facility has been reduced to zero;

(b)                       the datefalling 24 months from the date of this Agreement; and

(c)                        theFinancial Completion Date.

“**Base Case**”means the base case financial projections and ratios for the Project preparedby the Borrower using the Computer Model and provided to the Facility Agent asa condition precedent to Financial Close, based on the Base Case Assumptions(and such other construction and operating assumptions as agreed by theFacility Agent, acting reasonably on the advice of the Independent TechnicalConsultant).

“**Base Case****Assumptions**” means the following assumptions on which theInitial Mine Plan (including the Ore Reserve Report) is based, namely:

(a)                        cut-offprices of US$375 per ounce for gold and US$0.90 per pound for copper;

(b)                       a miningrate of 6.2 million tonnes of ore per year;

(c)                        a 15-yearmine life; and

(d)                       commodityprices as follows:

| Year              | ** ** | **Au ($/oz)** | ** ** | **Cu ($/lb)** | ** ** | **Oil ($/bbl)** | ** ** |
|-------------------|------------|--------------------|------------|--------------------|------------|----------------------|------------|
| 2005              |       | 650                |       | 2.59               |       | 50                   |       |
| 2006              |       | 520                |       | 2.25               |       | 52                   |       |
| 2007              |       | 500                |       | 1.40               |       | 48.50                |       |
| 2008              |       | 450                |       | 1.15               |       | 46                   |       |
| 2009              |       | 400                |       | 1.05               |       | 43.50                |       |
| 2010 & beyond |       | 400                |       | 0.95               |       | 40                   |       |

 

“**Base Equity Amount**”means a Shareholder Contribution in the amount equal to (i) US$163,000,000 less(ii) the aggregate amount contributed to the Borrower by way of equity by theshareholders of the Borrower (other than the Shareholder) since Financial Closepursuant to the exercise of their respective pre-emptive rights.

“**Bonds**” has the meaninggiven to it in Clause 2.1 (*The Senior Loans*).

“**Bonds Closing Date**”has the meaning given to it in Clause 2.1 (*The Senior Loans*)

“**Bondholders**”means the holders of the Bonds.

“**Bondholders’Representative**” means Citicorp Peru, S.A., S.A.B. of Av. Canaval yMoreyra 480, Piso 6, San Isidro, Lima 27, Peru, appointed as a trustee of the

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Bondholders under the Indenture or such other personas may be appointed as a trustee of the Bondholders under the terms of theIndenture.

“**Bondholders’Representative Accession Deed**” means an accession deed substantiallyin the form set out in Schedule 3 to the Master Security and IntercreditorDeed.

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

(a)                        theinterest (other than that attributable to the applicable Margin) which aFacility Lender should have received for the period from the date of receipt ofall or any part of its participation in an Advance or Unpaid Sum to the lastday of the current Interest Period in respect of that Advance or Unpaid Sum,had the amount of that Advance or Unpaid Sum received been paid on the last dayof that Interest Period;

exceeds:

(b)                       the amountwhich that Facility Lender would be able to obtain by placing an amount equalto the amount of that Advance or Unpaid Sum received by it on deposit with aleading bank in the London interbank market for a period starting on theBusiness Day following receipt or recovery and ending on the last day of thecurrent Interest Period.

“**Business Day**”means a day (other than a Saturday and Sunday) on which banks are open forgeneral business in London, New York  andLima, Peru.

“**Buy-out Option**”has the meaning given to it in Clause 26.1 (*Assignments and transfersby the Facility Lenders*).

“**Calculation Date**”means the last day of each financial half-year.

“**Calculation Period**”has the meaning given to it in Clause 20.2 (*Compliance Certificate*).

“**Cancelled Undrawn Amount**”has the meaning given to it in Clause 2.1(d) (*The Facility*).

“**Capital CompensationProceeds**” means:

(a)                        allconsideration or indemnification received by the Borrower in respect of partialor total nationalisation, expropriation or compulsory purchase of the Projector any material part thereof or any material interest therein;

(b)                       any sumpaid to or for the account of the Borrower in respect of the release,inhibition, modification, dispersion or extinguishment of any material rights,easements or covenants enjoyed by or benefiting any of the Borrower’s assets,or the imposition of any material restrictions affecting any of the Borrower’sassets,

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or the grant of any material easement or rights overor affecting the Borrower’s assets or any material part of them;

(c)                        any sumpaid to or for the account of the Borrower in respect of the refusal,revocation, suspension or modification of any material Consent;

(d)                       any otheramounts designated from time to time as Capital Compensation Proceeds byagreement between by the Facility Agent and the Borrower; and

(e)                        anyamounts received by the Shareholder or the Guarantor, following the FinancialCompletion Date, of the same nature as described in paragraphs (a) to (d)above.

“**Commitment**”means:

(a)                        inrelation to an Original Facility Lender, the amount set opposite its name underthe heading “Commitment” in Schedule 1 (*The OriginalFacility Lenders and Commitments*) and the amount of any otherCommitment transferred to it under this Agreement; and

(b)                       in relationto any other Facility Lender, the amount of any Commitment transferred to itunder this Agreement, to the extent not cancelled, reduced or transferred by itunder this Agreement.

“**Commitment Letter**”means the commitment letter dated 28 February 2006 between the Borrower and theMandated Lead Arrangers as amended by a supplemental commitment letter dated onor about the date of this Agreement between the Borrower and the Mandated LeadArrangers.

“**Competent Authority**”means a government, supranational, local government, statutory or regulatorybody or any subdivision thereof and any ministerial or governmental, quasigovernmental, mining industry or other regulatory department, body,instrumentality, agency or official court or tribunal having jurisdiction overthe Borrower, the Project or the subject matter of, or any party to, any of theTransaction Documents.

“**Completion Certificate**”has the meaning given to it in the Sponsor Support Agreement.

“**Compliance Certificate**”means a certificate substantially in the form set out in Schedule 7 (*Form of Compliance Certificate)* or otherwise in form andsubstance satisfactory to the Facility Agent.

“**Computer Model**”means a computer model which is prepared for the Project by the Borrower andaudited by an expert acceptable to the Facility Agent acting reasonably withrespect to Peruvian tax and accounting requirements and which will be providedto the Facility Agent prior to Financial Close.

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“**Concentrates**”means the gold copper concentrates produced by the Borrower from the sulphideore mined from the Deposit.

“**Concentrate SaleAgreements**” means the offtake agreements entered into by theBorrower in relation to the sale of Concentrates.

“**Concentrate Transport andHandling Agreement**” means an agreement to be entered into as acondition to the occurrence of the Financial Completion Date between theBorrower and a counterparty on the terms described in the Sponsor SupportAgreement relating to the transport and handling of Concentrates between theSite and the port of Salaverry, Peru.

“**Concessions**”means the Material Concessions and the Other Concessions.

“**Condemnation**”means any legal or regulatory process which prevents use of the Site,facilities and assets (or any material part of any of the foregoing) of theProject on the grounds of health and safety for a continuous period of ninety(90) days or more.

“**Consents**”means:

(a)                        those consents listed in Schedule 9 (*Consents*); and

(b)                       all othermaterial authorisations, consents, approvals, permits, resolutions, licences,exemptions, filings or registrations required:

(i)               in connection withthe construction, operation and maintenance of the Project including, without limitation,land use and access rights;

(ii)            priorto the Financial Completion Date, for the Guarantor to act as guarantor underthe Sponsor Support Agreement (including, without limitation, from the SouthAfrican Reserve Bank);

(iii)         in connection with theentry into and performance by the Borrower of the Transaction Documents towhich it is a party and the transactions contemplated thereby;

(iv)        in connection with thevalidity and enforceability against the Borrower of the Transaction Documentsto which it is a party; and

(v)           in connection with theadmissibility in evidence in Peru and England and any other relevantjurisdiction of the Transaction Documents to which the Borrower is a party.

“**Construction Contracts**” means:

(a)                        an Onshore Contract for Detail Engineering andProcurement Services dated 1 September 2005 between Cosapi Peru S.A. andMinera; and

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(b)                       an Offshore Contract for the provision ofEngineering and Procurement Services outside of Peru dated 1 October 2005between Hatch Ingeneria Consultores Ltda. and Minera,

in each case as novated to theBorrower pursuant to the Onshore Construction Contract Novation Agreement andthe Offshore Construction Contract Novation Agreement, respectively.

“**ConstructionReport**” means each report delivered or to be delivered by theBorrower pursuant to Clause 20.4 (*Construction Reports*).

“**Contract Mining Agreement**”means the agreement dated 20 January 2006 entered into between Minera andCompañía Minera San Martín S.A. relating to certain surface mining operations inrespect of the Project, as novated to the Borrower pursuant to the ContractMining Agreement Novation Agreement.

“**Contract Mining AgreementNovation Agreement**” means the novation agreement dated 2 October2006 between Minera Goldfields S.A., Compañía Minera San Martín S.A. and theBorrower.

“**Contract Mining AgreementSupplemental Agreement**” means the letter agreement dated on or aboutthe date of this Agreement between the Borrower and Compañía Minera San MartínS.A..

“**Debt Service**”means for any given period, the sum of all principal, interest and financingfees with respect to the Senior Loans that become due and payable during suchperiod (excluding any mandatory prepayments under Clause 8 (*Mandatory Prepayments*).

“**Debt ServiceCoverage Ratio**” or “**DSCR**” means onany given date and in respect of the 12 month period ending on that date theratio of:

(a)                        Operating Cash Flow during that period; to

(b)                       Debt Service during that period,

taking into account incomingand outgoing payments resulting from the Hedging Agreements entered into forthe purpose of managing risks with respect to interest rates under the SeniorLoans.

“**Debt Service ReserveAccount**” has the meaning given to it in the Accounts ManagementAgreement.

“**Debt Service Undertaking**”has the meaning given to it in the Sponsor Support Agreement.

“**Default**” meansan Event of Default or a Potential Event of Default.

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“**Deposit**” meansthe Cerro Corona copper-gold porphyry deposit located in Hualgayoc province inthe Cajamarca department in northern Peru.

“**Designated Website**”means an electronic website designated by the Borrower and the Facility Agentfor posting information pursuant to Clause 20.15 (*Use ofWebsites*).

“**Direct Agreement**”means the direct agreement in relation to the Contract Mining Agreement datedon or about the date of this Agreement.

“**Discharge Date**”means the date on which:

(a)                        all of theLiabilities have been discharged in full; and

(b)                       no FinanceParty has any obligation or liability (whether actual or contingent) pursuantto, or in connection with, the Financing Documents, or any of them, which couldgive rise to any liability.

“**Disputes**” hasthe meaning given to it in Clause 40.1 (*English Courts*).

“**Distributions Account**”has the meaning given to it in the Accounts Management Agreement.

“**Drawdown Date**”means the date of a Advance, being the date on which the relevant Advance is tobe made.

“**Drawdown Request**”means a notice substantially in the form set out in Schedule 3 (*Drawdown Request*).

“**DSRA Required Balance**”has the meaning given to in the Accounts Management Agreement.

“**DSU Fee Agreement**”means the agreement so titled dated 31 October 2006 between the Borrower, theGuarantor and the Shareholder.

“**Environmental Claim**”means any investigation, claim, litigation, arbitration or other proceedingsmade in connection with any environmental or social matters relating to theProject.

“**Environmental Laws**”means any statute, law, ordinance, code, rule, regulation, order, decree orother requirement of any relevant governmental authority regulating theprotection of human health (as it relates to releases of, or exposure to,hazardous substances) or the environment, applicable to the Project or theBorrower.

“**Environmental ManagementPlan**” or “**EMP**” means theenvironmental and social management plan for the Project (which shall includethe Mine Closure Plan) that describes the measures to be taken (and the actionsneeded to implement such measures) during the implementation and operation ofthe Project to eliminate, off-set or reduce the adverse environmental andsocial impacts, which shall be prepared by the Borrower and provided to theFacility Agent prior to Financial Close.

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“**Environmental Permits**”means the permits listed in paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10, 14, 15, 30,32, 33, 34, 35 and 36 of Section B of Part I and paragraph 7 of Part II ofSchedule 9 (*Consents*).

“**EquatorPrinciples**” means those principles so entitled and described thereinas “An industry approach for financial institutions in determining, accessingand managing environmental and social risk in project financing” dated 4 June2003, as amended or superseded by a “A financial industry benchmark fordetermining, assessing and managing social and environmental risk in projectfinancing” dated 6 July 2006 and developed and adapted by the InternationalFinance Corporation and various other banks and financial institutions.

“**Event ofDefault**” means any event or circumstance described in Clause 24(*Events of Default*).

“**Event ofLoss**” means any event that renders repair or restoration of the Siteor facilities or assets (or any material part of any of the foregoing) of theProject impracticable or impossible unless adequately insured.

“**Event ofPolitical Force Majeure**” means:

### (a)                        theoccurrence of War;

### (b)                       anExpropriation Event;

### (c)                        aTransferability Event; or

### (d)                       amaterial breach or effective material unilateral amendment (other than anamendment which is not detrimental to the Project or the Borrower in anyrespect) or cancellation by the Republic of Peru of any Material Concession orany land use or access right required in connection with the Project.

“**ExistingInterest Period**” has the meaning given to it in Clause 10.3(b).

“**ExpropriationEvent**” means any of the following:

(a)                        all or amajority of the Shares of the Borrower; or

(b)                       the wholeor a substantial part of the Borrower’s revenues or assets,

is seized, nationalised, confiscated, expropriated orcompulsorily acquired by Peru without prompt, adequate and effectivecompensation in violation of international law (without regard to theavailability of local remedies).

“**Facility**” hasthe meaning given to it in Clause 2.1(a) (*The Facility*).

“**Facility Lender**”means:

(a)                        anyOriginal Facility Lender; and

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(b)                       any bank,financial institution, trust, fund or other entity which has become a Party inaccordance with Clause 26 (*Changes to the FacilityLenders*),

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

“**Facility Office**”means the office or offices notified by a Facility Lender to the Facility Agentin writing on or before the date it becomes a Facility Lender (or, followingthat date, by not less than five (5) Business Days’ written notice) as theoffice or offices through which it will perform its obligations under theFinancing Documents to which it is party.

“**Facility RepaymentInstalment**” has the meaning given to it in Clause 6 (*Repayment*).

“**Feasibility Study**”means the document entitled “Proposal for Acquisition and Development of theCerro Corona Deposit on behalf of Minera Gold Fields S.A - Project Descriptionand Investment Appraisal - November 2005”.

“**Fee Letter**”means any letter or letters dated on or about the date of this Agreemententered into by the Borrower setting out any of the fees referred to inClause 17 (*Fees*).

“**Final Maturity Date**”means the date falling ten (10) years after the date of this Agreement.

“**Finance Parties**”means:

(a)       theFacility Agent;

(b)       theMandated Lead Arrangers;

(c)       eachFacility Lender;

(d)       theOnshore Security Agent;

(e)       theOffshore Security Trustee;

(f)        eachAccount Bank; and

(g)       eachSecured Hedging Counterparty (if any),

and “**FinanceParty**” means any one of them.

“**FinancialClose**” means the first Business Day after the date on which theFacility Agent gives notification that the conditions precedent referred to inClause 4.1 (*Conditions Precedent toFinancial Close*) have eitherbeen satisfied or waived.

“**FinancialCompletion Date**” has the meaning given to it in the Sponsor SupportAgreement.

** **

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“**Financial Indebtedness**” means any indebtedness for or inrespect of:

(a)                        moneys borrowed;

(b)                       any amountraised by acceptance under any acceptance credit facility or dematerialisedequivalent;

(c)                        any amountraised pursuant to any note purchase facility or the issue of bonds, notes,debentures, loan stock or any similar instrument;

(d)                       the amountof any liability in respect of any lease or hire purchase contract which would,in accordance with GAAP, be treated as a finance or capital lease;

(e)                        receivablessold or discounted (other than any receivables to the extent they are sold on anon–recourse basis);

(f)                          anyamount raised under any other transaction (including any forward sale orpurchase agreement) having the commercial effect of a borrowing;

(g)                       any derivative transaction entered into inconnection with protection against or benefit from fluctuation in any rate orprice (and, when calculating the value of any derivative transaction, only themarked-to-market value shall be taken into account);

(h)                       any counter–indemnity obligation in respect of a guarantee, indemnity, bond, standbyor documentary letter of credit or any other instrument issued by a bank orfinancial institution; and

(i)                           theamount of any liability in respect of any guarantee or indemnity for any of theitems referred to in paragraphs (a) to (h) above.

“**Financial Statements**”means, in respect of any person, the cashflow statement, balance sheet, profitand loss account and explanatory notes thereto in accordance with applicableaccounting standards.

“**Financial Year**”means the twelve-month period ending on 31 December of each calendar year.

“**Financing Costs**”means interest, fees and any other costs or expenses payable under theFinancing Documents (excluding with respect to funding the Debt Service ReserveAccount).

“**Financing Documents**”means:

(a)                        thisAgreement;

(b)                       eachSecurity Document;

(c)                        anySecured Hedging Agreement;

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(d)                       theAccounts Management Agreement;

(e)                        each FeeLetter;

(f)                          anyAccession Deed;

(g)                       the SponsorSupport Agreement;

(h)                       each Note;and

(i)                           anyother document from time to time designated as such in writing by the Borrowerand the Facility Agent,

and “**Financing Document**”means any one of them.

“**Forecast Funding Shortfall**”means, on any date, the amount, if any, by which the Projected Cost to Completeon that date exceeds the Available Funding on that date so that, if there issuch an excess, there shall be a Forecast Funding Shortfall of an amount equalto the excess, and if there is no such excess, there shall be no ForecastFunding Shortfall.

“**GAAP**” meansgenerally acceptable accounting principles in Peru in relation to the Borrower,or International Financial Reporting Standards in relation to the Guarantor, asapplicable, consistently applied.

“**Good IndustryPractice**” means international standards, practices, methods andprocedures complying with Applicable Law and all Consents required to have beenobtained pursuant to Clause 21.6 (*Consents*) and with that degree of skill,diligence, judgment, prudence and foresight which would reasonably andordinarily be expected under the same or similar circumstances from (asapplicable) an international skilled and experienced owner, contractor,manufacturer, marketer, sales company or, as the case may be, operator engagedin designing, engineering, constructing, developing, commissioning, repairing,refurbishing, operating, maintaining, insuring and/or owning mining facilitiesfor the purposes of producing, marketing or selling the Concentrates.

“**Guarantor**”means Gold Fields Limited, a company incorporated under the laws of SouthAfrica and having its registered address at 24 St Andrews Road, Parktown, 2193,South Africa.

“**Guidelines**”means:

(a)                        the WorldBank General Environmental Guidelines as contained in the Pollution Preventionand Abatement Handbook (July 1998);

(b)                       the IFCEnvironmental Guidelines for Occupational Health and Safety;

(c)                        theOperational Policy 4.37 - Safety of Dams Guideline;

(d)                       the IFCOccupational Health and Safety Guidelines (2003);

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(e)                        theOperational Directive 4.30 - Involuntary Resettlement;

(f)                          the IFCPolicy Statement on Forced Labour and Harmful Child Labour;

(g)                       theOperational Policy 4.01 Environmental Assessment, Annex C, Paragraph 5; and

(h)                       the IFCGuideline - Electrical Power Transmission and Distribution IFC Guideline - Portand Harbour Facilities Operational Policy 4.01 - Environmental Assessment, IFCGuideline - Roads and Transportation,

to the extent, in each case, applicable to theProject.

“**Hedging Agreements**”means:

(a)                        currencyswap agreements, option contracts, futures contracts, option on futurecontracts, spot or forward contracts or other agreements to purchase or sellcurrency or any other hedging arrangement entered into by the Borrower to hedgethe Borrower’s exposure to movements in the rates of exchange of non-Dollarcurrencies;

(b)                       interest rate swaps, option contracts, futurecontracts, options on futures contracts, cap, floors, collars or any other similar hedging arrangementsentered into by the Borrower to hedge the Borrower’s exposure to movements ininterest rates;

(c)                        forward purchases and sales, put options,synthetic put options, call options, collars or any other arrangement entered into by the Borrower to hedge theBorrower’s exposure to movements in prices of final products produced or inputsconsumed in the production process; and

(d)                       any other derivative transactionor hedging arrangements into which the Borrower may enter.

“**Indenture**”has the meaning given to it in Clause 2.1(b) (*The SeniorLoans*).

“**Independent OperatingReport**” has the meaning given to it in Clause 20.5 (*Operating Reports*).

“**IndependentTechnical Consultant**” or “**ITC**” meansChlumsky, Armbrust and Meyer, LLC or such other reputable and experiencedconsultant as may from time to time be appointed to review and report on theProject (including but not limited to the Initial Mine Plan and the Ore ReserveReport) by the Mandated Lead Arrangers with the consent of the Borrower (not tobe unreasonably withheld or delayed) for, and on behalf of, the FacilityLenders.

“**Initial Concentrate SaleAgreement**” means one or more Concentrate Sale Agreements withcreditworthy counterparties which (a) provide for floating TC/RC/PP, have aterm of not less than seven (7) years and cover in the aggregate not less thantwo-thirds

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of 80% of the Borrower’s annual estimated Concentrateproduction during each year in such term and (b) provide for fixed TC/RC/PP,have a term of not less than five (5) years and cover not less than one-thirdof 80% of the Borrower’s annual estimated Concentrate production during eachyear in such term.

“**Initial Mine Plan**” means the mine plan for the Project,which shall be prepared by the Borrower and provided to the Facility Agentprior to Financial Close and shall incorporate the Environmental ManagementPlan, and the Ore Reserve Report and the Mine Plan.

“**Initial Operating Budget**” has the meaning given to it inClause 20.10 (*Operating Budgets*).

“**Initial Ownership Interest**” means the interest of theShareholder in the Borrower equal to the ownership of 92.014% of the Shares and80.724% of all issued and outstanding shares in the capital of the Borrower(including the Shares and non-voting shares).

“**Initial Project Documents**” means:

(a)                        the Construction Contracts;

(b)                       the Initial Concentrate Sale Agreements;

(c)                        the Contract Mining Agreement;

(d)                       the Contract Mining Agreement SupplementalAgreement;

(e)                        the Power Supply Contract;

(f)                          the Novation Agreements;

(g)                       theManagement Services Agreement; and

(h)                       the DSU Fee Agreement.

“**Insolvency Event**” means, in respect of any relevant person,that:

(a)                        it is, oris deemed for the purposes of any Applicable Law to be, insolvent, or unable topay its debts as they fall due, or is declared bankrupt, or is compelled toenter into an insolvency or bankruptcy proceeding (*procedimientoconcursal*) under the *Ley General del SistemaConcursal* or any law which may replace it from time to time;

(b)                       it has, forthe purposes of any Applicable Law, incurred sufficient cumulative losses forit to be considered or deemed to be insolvent or bankrupt;

(c)                        it admitsin writing its inability to pay its debts as they fall due or its insolvency orbankruptcy situation;

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(d)                       it suspendsmaking payments on any of its debts or announces an intention to do so;

(e)                        by reasonof actual or anticipated financial difficulties, it begins negotiations withany creditor for the rescheduling of any of its indebtedness;

(f)                          amoratorium is declared in respect of any of its indebtedness;

(g)                       any step istaken with a view to a moratorium or a composition, work out, assignment orsimilar arrangement with any of its creditors;

(h)                       aresolution of its shareholders, directors or other officers to petition for orto file documents with a court or any registrar for its winding-up,administration, bankruptcy proceeding, liquidation, or dissolution is passed;

(i)                           it isrequired by Applicable Law to reduce or increase capital (excluding, for theavoidance of doubt, any reduction in capital permitted by Clause 10.1 (*Tangible Net Worth*) of the Sponsor Support Agreement) or tocall a meeting of creditors or shareholders for purposes of discussing itsfinancial status or to file for insolvency or bankruptcy (*procedimientoconcursal*);

(j)                           anyperson presents a petition, or files documents with a court, administrativeauthority or any registrar for the Borrower’s winding-up, administration,bankruptcy proceeding or liquidation (excluding any frivolous or vexatiouspetitions which are dismissed within thirty (30) days);

(k)                        an orderfor the Borrower’s winding-up, administration, bankruptcy proceeding orliquidation or dissolution is made;

(l)                           anyliquidator, trustee in bankruptcy, judicial custodian, compulsory manager,receiver, administrative receiver, administrator or similar officer isappointed in respect of it or any of its assets;

(m)                     itsshareholders, directors or other officers request a declaration of insolvencyor bankruptcy (*procedimiento concursal*), theappointment of, or give notice of their intention to appoint a liquidator,trustee in bankruptcy, judicial custodian, compulsory manager, receiver,administrative receiver, administrator or similar officer;

(n)                       any otheranalogous step or procedure is taken in any jurisdiction; or

(o)                       anyattachment, sequestration, distress, execution or analogous event affects anyof its asset(s) having an aggregate value of US$5,000,000 if such person is theBorrower or US$50,000,000 if such person is the Shareholder or the Guarantorand is not discharged within sixty (60) days.

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“**Insurances**”means each of the contracts of insurance entered into by, or on behalf of, theBorrower in respect of the Project and in accordance with its obligations underSchedule 8 (*Insurances*).

“**InsuranceAdviser**”****means AonRisk Services Inc. or such other reputable and experienced adviser, as may fromtime to time, be acceptable to the Mandated Lead Arrangers and the Borrower,and appointed by the Mandated Lead Arrangers for, and on behalf of, theFacility Lenders to review, report on and monitor insurance matters relating tothe Project.

“**Insurance Adviser’s Report**”means a report from the Insurance Adviser in relation to the Insurances.

“**Insurance Proceeds**”has the meaning given to it in the Accounts Management Agreement.

“**Interest Period**”means, in relation to an Advance, each period determined in accordance withClause 10 (*Interest Periods*) and, inrelation to an Unpaid Sum, each period determined in accordance withClause 9.3 (*Default interest*).

“**International FinancialReporting Standards**” means the international financial reportingstandards as promulgated by the International Accounting Standards Board fromtime to time.

“**ITC Report**”means an independent report from the ITC concerning this Project, in form andsubstance satisfactory to the Facility Lenders.

“**Joint Venture**”means a joint venture constituted by the Joint Venture Agreement.

“**Joint Venture Agreement**”means a shareholders agreement entered into or to be entered into between JVHoldco and the JV Partner.

“**Joint Venture Company**”means one or more limited liability companies incorporated or to beincorporated by JV Holdco and the JV Partner under the laws of Peru for thepurposes of implementing the Joint Venture.

“**JORC Code**”means the Code for Reporting of Mineral Resources and Ore Reserves by theAustralasian Joint One Reserves Committee, originally published in 1990 andfurther revised on 17 December 2004.

“**JV Account**”means one or more accounts to be opened by the Borrower from time to time inconnection with the Joint Venture.

“**JV****Applicable Law**” means any law, regulation, rule, executiveorder, decree, code of practice, circular, guidance note or injunction of, ormade by, any JV Competent Authority, which is binding and enforceable on oragainst JV Holdco or any Joint Venture Company (as applicable) or the businessor assets comprising the Joint Venture, as the case may be.

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“**JV Asset**” meansany of the Borrower’s shares or any other interests in JV Holdco and any of JVHoldco’s shares or any other interests in any Joint Venture Company (and anyrights of the Borrower or JV Holdco to receive dividends or other distributionsin respect of such shares), any amounts standing to the credit of the Borrowerin any JV Account, any rights of the Borrower in respect of any shareholderloans made by the Borrower to JV Holdco and any rights of the Borrower toreceive any consideration or other proceeds in connection with a sale or otherdisposal of any of the foregoing.

“**JV****Competent Authority**” means a government, supranational,local government, statutory or regulatory body or any subdivision thereof andany ministerial or governmental, quasi governmental, mining industry or otherregulatory department, body, instrumentality, agency or official court ortribunal having jurisdiction over JV Holdco or any Joint Venture Company (asapplicable) or the business or assets comprising the Joint Venture.

“**JV****Consents**” meansall material authorisations, consents, approvals, permits, resolutions,licences, exemptions, filings or registrations required:

(a)                        inconnection with the operation of the Joint Venture; and

(b)                       inconnection with the entry into and performance by JV Holdco of the JointVenture Agreement and the transactions contemplated thereby.

“**JV Holdco**”means a limited liability company incorporated or to be incorporated by theBorrower under the laws of Peru for the purposes of holding the Borrower’sinterest in the Joint Venture.

“**JV Partner**”means Compañía Minera Colquirrumi S.A., a company incorporated under the lawsof Peru, or any Affiliate thereof.

“**LCIA Rules**”has the meaning given to it in Clause 41.1 (*LCIA Rules*).

“**Liabilities**”means all present and future liabilities (actual or contingent) payable orowing by the Borrower to the Finance Parties in connection with the FinancingDocuments.

“**LIBOR**” means,in relation to any Advance:

(a)                        theapplicable Screen Rate; or

(b)                       (if noScreen Rate is available for Dollars or for the Interest Period of thatAdvance) the arithmetic mean of the rates (rounded upward, to four decimalplaces) as supplied to the Facility Agent at its request quoted by theReference Bank(s) to leading banks in the London Interbank market,

as of the Specified Timeon the Quotation Day for the offering of deposits in Dollars and for a periodcomparable to the Interest Period for that Advance.

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“**Majority****Facility Lenders**” means a Facility Lender or FacilityLenders whose Commitments aggregate more than 662¤3 per cent. ofthe Total Commitments (or, if the Total Commitments have been reduced to zero,aggregated more than 662¤3per cent. of the Total Commitments immediately prior to that reduction).

“**Management ServicesAgreement**” means the agreement so titled dated 31 October 2006between the Borrower and GFL Mining Services Limited.

“**Mandatory Cost**”means the percentage rate per annum calculated by the Facility Agent inaccordance with Schedule 12 (*Mandatory Cost Formulae*).

“**Margin**” meansin respect of the Senior Facility Loan:

(a)                        0.45% p.a.during the period from, and including, Financial Close until the FinancialCompletion Date; and

(b)                       For theannual periods from, and including, the Financial Completion Date:
| Year 1                |   | 1.25% p.a. |   |
|-----------------------|--------|------------|--------|
|                  |   |       |   |
| Year 2                |   | 1.25% p.a. |   |
|                  |   |       |   |
| Year 3                |   | 1.25% p.a. |   |
|                  |   |       |   |
| Year 4                |   | 1.50% p.a. |   |
|                  |   |       |   |
| Year 5                |   | 1.50% p.a. |   |
|                  |   |       |   |
| Year 6 and thereafter |   | 1.75% p.a. |   |

 

“**Master Security andIntercreditor Deed**” means the intercreditor and security sharingdeed dated on or about the date of this Agreement entered between the OnshoreSecurity Agent, the Offshore Security Trustee, the Borrower, the FacilityLenders and the Facility Agent, and following its accession, the Bondholders’Representative.

“**Material Adverse Effect**”****meansthat the relevant event or circumstance (or any effect or consequence thereof):

(a)                        would orwould be reasonably likely to affect materially and adversely the ability ofthe Borrower (or, prior to the Financial Completion Date, the Guarantor) tocomply with any of its payment or other material obligations under any of theFinancing Documents to which it is a party;

(b)                       would orwould be reasonably likely to affect materially and adversely the ability ofthe Borrower to comply with any of its payment or other material obligationsunder any of the Project Documents;

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(c)                        would orwould be reasonably likely to affect materially and adversely the validity orenforceability of any of the Financing Documents or the Project Documents; or

(d)                       would orwould be reasonably likely to affect materially and adversely the rights andremedies of the Facility Lenders and the Facility Agent under any of theFinancing Documents.

“**Material Concessions**”means each mining concession of the Borrower listed in Part 1 ofSchedule 13 (*Concessions*).

“**Merger**” means aproposed transaction pursuant to which the Borrower will:

(a)                        enter intoan agreement with Minera under which Minera will invoicethe Borrower (which invoice will be satisfied by the delivery by theBorrower to Minera of a subordinated note) for (i) the provision ofcertain mining and management services rendered by Minera to the Borrowerand the reimbursement of certain expenses of Minera incurred in relationthereto; and/or (ii) the transfer of certain moveable assets fromMinera to the Borrower; or

(b)                       effect amerger (for the avoidance of doubt, a *fusión*, *escisión* or *reorganizacion simple*)with Minera pursuant to the Peruvian Companies Act (*Ley Generalde Sociedades*), for the purpose of consolidatingthe assets and liabilities of Minera into the Borrower,

and:

(i)                       in the caseof paragraph (a) and (to the extent that Minera continues to exist as a legalentity following such merger) paragraph (b) above, Minera has acceded to theSponsor Support Agreement as a Subordinated Party by entering into an AccessionDeed (as defined in the Sponsor Support Agreement); and

(ii)                    in the case of paragraphs (a) and (b) above,any liabilities coming into the Borrower as a result of such merger aresubordinated to the Facility to the satisfaction of the Facility Agent, actingreasonably, and amounts payable in respect of such liabilities are to be paidonly from amounts standing to the credit of the Distributions Account; and

(iii)                 in the case ofparagraph (b) above, has been consented to in writing by the Facility Agentprior to such merger becoming effective, which consent shall not beunreasonably withheld or delayed; provided that nothing in this definitionshall prevent the Facility Agent from conducting appropriate due diligence inrelation to the provision of such consent.

“**Mine Closure Plan**”means the mine closure planprepared by the Borrower in relation to the Project and provided to theFacility Lenders as amended by any mine closure plan

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prepared by the Borrower under Applicable Law andapproved by the applicable regulatory authorities in Peru.

“**Mine Plan**”means the schedule of ore and waste extraction as set out in the FeasibilityStudy and incorporated into the Initial Mine Plan or any update theretoprovided to the Facility Agent in accordance with Clause 20.6 (*Mine Plan*).

“**Minera**”means Minera Gold Fields S.A., a company incorporated under the laws of Peru,2,999 of the issued and outstanding shares of which are held by the Shareholderand 751 of the issued and outstanding shares of which are held by OrogenHoldings (BVI) Limited, as at the date hereof.

“**Mineral Exploration**” means allactivities directed toward ascertaining the existence, location, quantity,quality, grade or commercial value of deposits of minerals, including, withoutlimitation, prospecting, mapping, sampling, drilling, pitting, trenching,analysis, process testing, test marketing, surveying, geophysics, photographyand investigation, but excluding, for the avoidance of doubt, any commercialmining operations and mine development.

“**Mineralised Oxide**”means the oxidised material forming part of the overburden overlying theDeposit as described in the Initial Mine Plan.

“**Model Auditor**” means Deloitte & Touche or such otherreputable and experienced auditor as may from time to time be appointed by theMandated Lead Arrangers with the consent of the Borrower (not to beunreasonably withheld or delayed) for, and on behalf of, the Facility Lenders.

“**Model Auditor’s Report**”means the report from the Model Auditor as to the Base Case and related mattersin relation to the Project.

“**Month**” means aperiod starting on one day in a calendar month and ending on the numericallycorresponding day in the next calendar month, except that in the case of thelast Month of any period the following shall apply:

(a)                        subject toparagraph (c) below, if the numerically corresponding day is not a BusinessDay, that period shall end on the next Business Day in that calendar month inwhich that period is to end if there is one, or if there is not, on theimmediately preceding Business Day;

(b)                       if there isno numerically corresponding day in the calendar month in which that period isto end, that period shall end on the last Business Day in that calendar month;and

(c)                        if anInterest Period begins on the last Business Day of a calendar month, thatInterest Period shall end on the last Business Day in the calendar month inwhich that Interest Period is to end.

“**Monthly OperatingReport**” has the meaning given to it in Clause 20.5(a).

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“**New FacilityLender**” has the meaning given to it in Clause 26.1 (*Assignments and transfers by the Facility Lenders*).

“**New FacilityLender Accession Deed**” means an accession deed substantiallyin the form set out in Schedule 6 (*Form of New FacilityLender Accession Deed*).

“**Note**” means a promissory note substantiallyin the form of that set out in Schedule 4 (*Form of Note*)delivered or to be delivered to the Facility Agent pursuant to Clause 12 (*The Notes*).

“**Novation Agreements**”means the Onshore Construction Contract Novation Agreement, the OffshoreConstruction Contract Novation Agreement and the Contract Mining AgreementNovation Agreement.

“**Obligors**”means the Borrower, the Shareholder and the Guarantor, and “**Obligor**” means any of them.

“**OffshoreAccount Bank**” means The Bank of Nova Scotia.

“**OffshoreAccounts**” means the Offshore Disbursement Account, the OffshoreRevenue Account, the Offshore Operating Account, the Distributions Account, theOffshore Insurance Proceeds Account, the Debt Service Reserve Account and otheraccounts that may be agreed between the Facility Agent and the Borrower.

“**Offshore ConstructionContract Novation Agreement**” means the novation agreement dated 25October 2006 between Hatch Ingeneria Consultores Ltda., Minera and the Borrower.

“**Offshore DisbursementAccount**” has the meaning given to it in the Accounts ManagementAgreement.

“**Offshore****Insurance Proceeds Account**”has the meaning given to it in the Accounts Management Agreement.

“**Offshore Operating Account**”has the meaning given to it in the Accounts Management Agreement.

“**Offshore Revenue Account**”has the meaning given to it in the Accounts Management Agreement.

“**Offshore Security**”means the security created by the Offshore Security Documents.

“**Offshore SecurityDocuments**” means:

(a)                        the MasterSecurity and Intercreditor Deed;

(b)                       the DirectAgreement;

(c)                        theOffshore Share Security; and

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(d)                       any otherdocument under which security is constituted in favour of the Offshore SecurityTrustee in respect of the Secured Obligations as contemplated under the FinanceDocuments; and

(e)                        any otheragreement or document, filings, notices, arrangements or the like which arerequired to establish and maintain the security interest in the OffshoreSecurity for the benefit of the Secured Parties.

“**Offshore Share Security**”has the meaning given to it in the Sponsor Support Agreement.

“**Onshore Account Bank**”means Scotiabank Peru S.A.A.

“**Onshore Accounts**”means the Onshore Disbursement Accounts, the Onshore Operating Account, theOnshore Insurance Proceeds Account, Onshore Dollar Receipts Account and theOnshore Revenue Account.

“**Onshore ConstructionContract Novation Agreement**” means the novation agreement dated 5October 2006 between Cosapi Peru S.A., Mineraand the Borrower.

“**Onshore Disbursement Accounts**”has the meaning given to it in the Accounts Management Agreement.

“**Onshore Dollar ReceiptsAccount**” has the meaning given to it in the Accounts ManagementAgreement.

“**Onshore Insurance ProceedsAccount**” has the meaning given to it in the Accounts ManagementAgreement.

“**Onshore Operating Account**”has the meaning given to it in the Accounts Management Agreement.

“**Onshore Revenue Account**”has the meaning given to it in the Accounts Management Agreement.

“**Onshore Security**”means the security created pursuant to the Onshore Security Documents.

“**Onshore Security Documents**”means each of the following documents governed by Peruvian law:

(a)                        the miningmortgages (*hipoteca minera*), in the form annexed tothe Master Security and Intercreditor Deed;

(b)                       the miningpledge (*garantía mobiliaria sobre activos*)(equipment, machinery and movable assets of the Project), in the form annexedto the Master Security and Intercreditor Deed;

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(c)                        thefloating mining pledge (*garantía mobiliaria sobreinventario*) (minerals and Concentrates in inventory), in the formannexed to the Master Security and Intercreditor Deed;

(d)                       the SharePledge (*garantía mobiliaria sobre acciones*) inrelation to the Shares held by the Shareholder in the form annexed to theMaster Security and Intercreditor Deed;

(e)                        theconditional assignments of rights and of contracts (*cesióncondicionada de derechos y de posición contractual*) in the formannexed to the Master Security and Intercreditor Deed;

(f)                          thepledge of the Onshore Accounts (*garantía sobre saldos decuentas*) in the form annexed to the Master Security andIntercreditor Deed;

(g)                       the civilmortgage (*hipoteca civil*) over real property inthe form annexed to the Master Security and Intercreditor Deed; and

(h)                       any otheragreement or document, filings, notices, arrangements or the like which arerequired to establish and maintain the security interest in the OnshoreSecurity for the benefit of the Secured Parties.

“**OperatingBudget**” means the Initial Operating Budget and an Annual OperatingBudget.

“**Operating Cash Flow**” means, for any givenperiod, (a) all operating revenues of the Borrower received or projected to bereceived during such period and all interest income earned in the Accountsduring such period minus (b) the Operating Costs paid or projected to be paidfor such period.

“**OperatingCosts**” means, for any period, all cash expenditure incurred orprojected to be incurred during such period by the Borrower in relation to:

### (a)                        theProject’s operating and maintenance costs including in respect of each of theitems set out in the Base Case or in the most recent Operating Budget asoperating costs or maintenance costs (including capital expenditure requiredfor maintenance, premia in respect of the Insurances, employees salaries,administration costs and payments by the Borrower under the Project Documents);

### (b)                       anyTaxes;

### (c)                        anyProfessional Expenses;

### (d)                       anyfees, costs or other expenses relating to the issue and maintenance of anySecurity Interests under the Security Documents;

### (e)                        anycosts and expenses payable in connection with any Consent; and

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### (f)                          suchother amounts as the Borrower and the Facility Agent may agree to include asOperating Costs,

### but excluding (to the extent included) Financing Costs.

“**OperatingReport**” means a Monthly Operating Report or a Semi AnnualOperating Report, as the case may be, delivered or to be delivered by theBorrower pursuant to Clause 20.5(*Operating Reports*).

“**Operating ReportInformation**” means for any relevant period:

(a)                        details ofthe operation and maintenance of the Project during that period, including asto environmental matters and compliance with the requirements of theEnvironmental Management Plan;

(b)                       details ofany actual material maintenance for that period;

(c)                        anymaterial defects or material malfunctions in relation to the Project duringthat period which are likely, individually or when taken into considerationwith any other facts or circumstances then in existence, to have a MaterialAdverse Effect, together with summary details of the action being taken toremedy those material defects or malfunctions; and

(d)                       a summaryof the:

(i)                          revenuesand Operating Costs incurred to date, and a comparison against the existingprojected figures;

(ii)                       capitalexpenditures for the relevant reporting period compared to the existingprojected figures; and

(iii)                    productionlevels for the relevant reporting period compared to the existing projectedfigures.

“**Ore Processing Agreement**”means any agreement entered into by the Borrower in relation to the processingof Mineralised Oxide.

“**Ore Reserve Report**”means a statement of the proven and probable ore reserves for the Projectprepared in accordance with the JORC Code and included in the Initial MinePlan.

“**Original FinancialStatements**” means the audited consolidated financial statements ofthe Borrower for the Financial Year ended 31 December 2005 and of the Guarantorfor the 12-month period ended on 30 June 2006.

“**Other Concessions**”means the concessions listed in Part 2 of Schedule 13 (*Concessions*)including any agreements, permits and other assets necessarily incidental tothe exploration of such concessions, but excluding for the avoidance of doubt,any

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agreement, permits and assets that relate in anymanner whatsoever to the Project or any aspect of it.

“**Paper Form Facility Lender**”has the meaning given to it in Clause 20.15(a).

“**Party**” means aparty to this Agreement.

“**PermittedIndebtedness**” means any Financial Indebtedness:

(a)                        arisingunder the Financing Documents and the Bonds or for the financing of developmentexpenditures permitted under this Agreement;

(b)                       that iseither unsecured or secured by a Permitted Security Interest and which does notat any time exceed, when aggregated with amounts permitted under paragraphs (c)and (e) below, an aggregate amount of US$10,000,000 (or its equivalent in othercurrencies);

(c)                        arisingunder trade accounts payable incurred or arising in the ordinary course ofbusiness on typical commercial terms so long as the aggregate amount of suchtrade accounts does not, at any time, exceed, when aggregated with amountspermitted under paragraphs (b) above and (e) below, US$10,000,000 (or itsequivalent in other currencies) and which are not more than 90 days past due,or if past due, are being contested in good faith;

(d)                       arisingunder any Hedging Agreements which are not restricted by Clause 22.19 (*Speculative Hedging*);

(e)                        in respectof any leases entered into primarily as a method of raising finance (orfinancing the acquisition of an asset) up to an aggregate amount, whenaggregated with amounts permitted under paragraphs (b) and (c) above, ofUS$10,000,000 (or its equivalent in other currencies);

(f)                          arisingunder any Subordinated Loan or other Shareholder funding on terms as agreed inthe Sponsor Support Agreement;

(g)                       arisingunder any subordinated loans owing to an Affiliate of the Shareholder *provided that* such Affiliate has acceded to the SponsorSupport Agreement;

(h)                       arisingunder other unsecured indebtedness subordinated on terms acceptable in allmaterial respects to the Facility Agent; or

(i)                           onterms agreed to by the Facility Agent.

“**PermittedSecurity Interest**” means:

(a)                        anySecurity Interest arising under any Transaction Document and any documentationrelating to the Bonds (in form and substance acceptable to the Facility Agent);

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(b)                       any nettingor set-off arrangement entered into by the Borrower in the ordinary course ofits banking arrangements for the purpose of netting debit and credit balances;

(c)                        anySecurity Interest arising by operation of law or in the ordinary course oftrade and on terms customary in that trade, or over assets supplied to theBorrower in the ordinary course of business;

(d)                       Tax liensnot yet delinquent or that are being contested in good faith and for whichadequate reserves have been maintained in accordance with GAAP;

(e)                        anySecurity Interests existing as of the date of this Agreement;

(f)                          anySecurity Interest over or affecting any asset acquired by the Borrower afterthe date of this Agreement if:

##### (i)                          theSecurity was not created in contemplation of the acquisition of that asset bythe Borrower;

##### (ii)                       theprincipal amount secured has not been increased in contemplation of, or sincethe acquisition of that asset by the Borrower; and

##### (iii)                    theSecurity is removed or discharged within 3 months of the date of acquisition ofsuch asset;

(g)                       anySecurity Interest securing indebtedness the principal amount of which (whenaggregated with the principal amount of any other indebtedness which has thebenefit of a Security Interest given by the Borrower other than any SecurityInterests permitted under paragraphs (a) to (f) above) does not exceedUS$10,000,000 (or its equivalent in another currency or currencies);

(h)                       anySecurity Interest over any JV Asset or any of the Other Concessions; and

(i)                           anySecurity Interest created with the prior written consent of the Facility Agent(acting on the instructions of the Majority Facility Lenders).

“**Peru**” means theRepublic of Peru.

“**Peruvian Law**”means the laws of Peru.

“**Port Access Agreement**”means an agreement to be entered into on the terms described in the SponsorSupport Agreement as a condition to the occurrence of the Financial CompletionDate between the Borrower and the port authority of the port of Salaverry, Perurelating to the provision of certain rights of access to the port of Salaverry,Peru.

“**Potential Event of Default**”means any event or circumstances which, with the giving of notice, the lapse oftime, the expiry of a grace period, the making of any

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determination or the fulfilment of any otherapplicable condition (or any combination of the foregoing), would constitute anEvent of Default.

“**Power Supply Contract**”means the power supply contract dated 14 July 2006 between the Borrower andGlobeleq Peru S.A. for the supply of electricity.

“**Prepayment Amount**” has the meaning given to it in Clause7.3(b) (*Voluntary Prepayment by Borrower*).

“**Professional Advisers**” means:

(a)                        international and Peruvian legal counsel to theFacility Lenders in connection with the Financing Documents;

(b)                       the Independent Technical Consultant;

(c)                        the Insurance Adviser;

(d)                       the Model Auditor; and

(e)                        any tax advisor appointed by the Facility Agentin connection with the Financing Documents.

“**Professional Expenses**”means the costs, fees, expenses and disbursements of the Professional Advisers.

“**Project**”means:

(a)                        thedevelopment, financing, design, engineering, procurement, construction,operation and ownership of mining facilities for the purposes of extraction ofgold and copper from the Deposit by conventional surface mining methods;

(b)                       thedevelopment, financing, design, engineering, procurement, construction,operation and ownership of the processing facilities;

(c)                        thedevelopment, financing, design, engineering, procurement, construction,operation and ownership of certain related infrastructure facilities;

(d)                       extractingore (including the Mineralised Oxide) and waste rock from the Deposit;

(e)                        exploringfor other mineral deposits in the area surrounding the Deposit;

(f)                          processingore extracted from the Deposit to produce Concentrates;

(g)                       selling ordelivering the Mineralised Oxide for processing by third parties;

(h)                       disposingof waste rock and tailings; and

(i)                           transporting,marketing and selling the Concentrates and any concentrates produced from theMineralised Oxide,

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all as more particularlyset out in the Initial Mine Plan and the Feasibility Study and any activitiesreasonably incidental to the foregoing.

“**Project Budget**”means a budget of projected expenditure required to achieve the FinancialCompletion Date consistent with the Base Case.

“**Project Costs**”means all costs and expenses relating to the Project paid or payable by theBorrower (and in the case of any amount for which Advances under the Facilityand/or the Base Equity Amount are applied, as set out in the Project Budget)including the following, without duplication:

(a)                        all costsand expenses incurred to design, develop, engineer, procure, construct,complete, test, commission, operate, maintain, manage and insure the Project(including any reinstatement premium, and those contingency items that areidentified in the Base Case);

(b)                       all costsand expenses incurred to acquire all required interests in the Site for theProject and any other land necessary for the Project;

(c)                        all costs andexpenses incurred in connection with any Consent;

(d)                       all costsand expenses incurred to establish an initial inventory of spares and otherconsumables for the Project;

(e)                        workingcapital requirements up to the Financial Completion Date;

(f)                          interest,fees and other amounts (excluding principal) payable in respect of the  Facility, the Bonds, any hedging agreementsand all agreed fees until the Financial Completion Date and other costs,charges and expenses associated with the financing of the Project includingprofessional expenses, development costs and expenses, commitment fees,management fees, agency fees, up–front or arrangement fees, underwriting fees,hedging costs, taxes, interest amounts and other related out–of–pocket expensespayable by the Borrower;

(g)                       costs andexpenses incurred in establishing and operating the Borrower, and relatedventure costs, including all the operating costs of the Borrower prior to theFinancial Completion Date;

(h)                       any valueadded or similar Tax in respect of any of the foregoing;

(i)                           theamount of the initial DSRA Required Balance (if any);

(j)                           costs,expenses and fees associated with the provision of the Debt ServiceUndertaking; and

(k)                        such otheritems as may from time to time be approved for this purpose by the FacilityAgent (acting reasonably).

“**Project Documents**”means:

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### (a)                        the Initial Project Documents;

### (b)                       whenentered into, the Port Access Agreement;

### (c)                        whenentered into, the Concentrate Transport and Handling Agreement;

### (d)                       whenentered into, the Transmission Services Agreement; and

### (e)                        anyother document designated as a Project Document by the Borrower and theFacility Agent.

“**Projected Cost toComplete**” means, on any date, the aggregate amount of all costs,expenses and liabilities which have been incurred, or are payable, by theBorrower but are unpaid as at that date and all costs, expenses and liabilitiesthen estimated by the Borrower acting reasonably (as agreed with theIndependent Technical Consultant and the Facility Agent, each acting reasonably)to be incurred, paid or payable by the Borrower in connection with the Projectafter that date up to the Financial Completion Date.

“**Quotation Day**”means the day on which an interest rate is determined for an Interest Period.

“**Reference Banks**”means the principal London offices of Citibank, N.A., The Royal Bank ofScotland plc and The Bank of Nova Scotia or such other banks as may beappointed by the Facility Agent in consultation with the Borrower.

“**Reinsurances**”means each of the reinsurances taken out or maintained (or required tobe taken out or maintained) in accordance with Clause 21.13 (*Insurances*) and/or Schedule 8 (*Insurances*), with respect to any part of any of theInsurances.

“**RelevantReports**” has the meaning given to it in Clause 19.10 (*No Misleading Information*).

“**Repayment Date**”means each date specified as such in Schedule 11 (*RepaymentSchedule*).

“**RepeatingRepresentations**” means the representations and warranties set out inClause 19 (*Representations*) other than those set out in Clauses 19.3(*Legal Validity*), 19.4 (*No Conflict*), 19.5 (*Validity andAdmissibility in Evidence*),19.6 (*Governing Law and Enforcement and Immunity*), 19.7 (*WithholdingTax*), 19.8 (*Stamp Duty*), 19.10 (*No Misleading Information*),19.14(a) and (c) (*Security Documents andAssets*), 19.15 (*Other Business*), 19.16(*No Breach*), 19.17 (*Taxes*), 19.18 (*Absence ofObligations*), 19.19 (*No Amendment*), 19.20 (*Subsidiaries*), 19.21 (*Transaction Documents*),19.23 (*Intellectual Property*) 19.24 (*Ownership of Borrower*),19.25(a) (*Site*) and 19.27 (*Affiliates*).

“**Restricted Payment**” means any dividend, return of capital or otherpayment or distribution in respect of any Share (or the repurchase, redemptionor retirement thereof)

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or in respect of anysubordinated debt (including but not limited to any Subordinated Obligation) orany other payment of whatever nature to the Shareholder or any of itsAffiliates (except for the fees payable to the Shareholder and the Guarantorfor entering into the Sponsor Support Agreement as specified in Clause 17 (*Fees)* of the Sponsor Support Agreement asset out in the DSU Fee Agreement as at the date of this Agreement and any feespayable as set out in the Management Services Agreement as at the date of thisAgreement other than any Excluded Management Services Fees (as defined in theAccounts Management Agreement)).

“**Revenue CompensationProceeds**” means:

(a)                        anyInsurance Proceeds in respect of delay in start-up;

(b)                       any delayliquidated damages payable by any contractor (including any amount paid underany letter of credit or performance bond in relation to delay liquidateddamages);

(c)                        any amountpayable to the Borrower under the Concentrate Sale Agreements;

(d)                       any otheramounts designated from time to time as Revenue Compensation Proceeds by theFacility Agent and the Borrower.

“**Screen Rate**”means the British Bankers’ Association Interest Settlement Rate for therelevant currency and period and displayed on the appropriate page of theReuters screen.  If the agreed page isreplaced or service ceases to be available, the Facility Agent may specifyanother page or service displaying the appropriate rate after consultation withthe Borrower and the Facility Lenders.

“**Secured Hedging Agreement**”means a Hedging Agreement entered into between the Borrower and a SecuredHedging Counterparty.

“**Secured HedgingCounterparty**” means an Original Facility Lender that enters into aHedging Agreement with the Borrower or such other person as may be agreedbetween the Borrower and the Facility Agent to be a Secured Hedging Counterparty.

“**Secured Obligations**”has the meaning given to it in the Sponsor Support Agreement.

“**Secured Parties**”means the Senior Lenders, the Offshore Security Trustee, the Onshore SecurityAgent, the Facility Agent and the Secured Hedging Counterparties.

“**Security**” meansthe Onshore Security and the Offshore Security.

“**Security Documents**”means the Onshore Security Documents and the Offshore Security Documents.

“**Security Agents**”means the Onshore Security Agent and the Offshore Security Trustee and “**Security Agent**” means either one of them.

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“**Security Interest**”means a mortgage, charge, pledge, lien or other security interest securing anyobligation of any person or any other agreement or arrangement having a similareffect.

“**Semi-Annual OperatingReport**” has the meaning given to it in Clause 20.5(b).

“**Senior Facility Loan**”means the loan provided by the Facility Lenders under the Facility.

“**Senior Lenders**”means prior to an issuance of Bonds, each Facility Lender, and after anissuance of Bonds, collectively the Facility Lenders and the Bondholders, itbeing understood that the Bondholders shall collectively count as one SeniorLender.

“**Senior Loans**”means prior to an issuance of Bonds, the Senior Facility Loan, and after anissuance of Bonds, collectively the Senior Facility Loan and the Bonds.

“**Senior Loan Documents**”means this Agreement and the Indenture.

“**Shareholder**”means Gold Fields Corona (BVI) Limited, a company incorporated under the lawsof the British Virgin Islands and having its registered office at 9 ColumbusCentre, Pelican Drive, Road Town, Tortola, British Virgin Islands.

“**ShareholderContributions**” has the meaning given to it in the Sponsor SupportAgreement.

“**Share Pledge**”means the share pledge (*guarantia mobiliaria sobreacciones*) dated on or about the date of this Agreement pursuant towhich the Shareholder grants a pledge over the Initial Ownership Interest.

“**Shares**” meansall issued and outstanding voting shares from time to time of the Borrower.

“**Site**” means thesite upon which the facilities for the Project are to be constructed andoperated.

“**Specified Time**”means a time determined in accordance with Schedule 10 (*Timetables*).

“**SponsorSupport Agreement**” has the meaning given to it in the Recitals.

“**Subordinated****Loans**” has the meaning given to it inthe Sponsor Support Agreement.

“**SubordinatedObligations**” has the meaning given to it in the Sponsor SupportAgreement.

“**SubordinatedParties**” has the meaning given to it in the Sponsor SupportAgreement.

“**Tax**”means any tax, levy, impost, duty (including stamp duties) or other charge orwithholding of a similar nature (including any penalty or interest payable inconnection 

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with any failure to pay or anydelay in paying any of the same) and “**Taxes**”shall be construed accordingly.

“**Tax Deduction**”means a deduction or withholding for or on account of Tax from a payment undera Financing Document.

“**Tax Payment**”has the meaning given to it in Clause 13.3 (*Tax Credit*).

“**Technical Agent**”means Citigroup Global Markets Inc. of 388 Greenwich Street, NY 10013, NewYork, United States of America or any substitute technical agent appointed bythe Majority Lenders.

“**ThirdParties Act**” has the meaning given to it in Clause 1.4 (*Third Party Rights*).

“**Total Commitments**”****means the aggregate of the Commitments of each FacilityLender under this Agreement being US$150,000,000 at the date of this Agreement.

“**Tranche**” hasthe meaning given to it in Clause 2.1 (*The Facility*).

“**Tranche A Advance**”has the meaning given to it in Clause 5.1 (*Timing of Advances*).

“**Tranche A Amount**”has the meaning given to it in Clause 2.1 (*The Facility*).

“**Tranche A Commitment**”means, in relation to a Facility Lender, its Commitment with regards to theTranche A Commitment.

“**Tranche B Advance**”has the meaning given to it in Clause 5.1 (*Timing of Advances*).

“**Tranche B Amount**”has the meaning given to it in Clause 2.1 (*The Facility*).

“**Tranche B Commitment**”means, in relation to a Facility Lender, its Commitment with regards to theTranche B Commitment.

“**Transaction Documents**”means the Indenture (if any), the Financing Documents and the ProjectDocuments.

“**Transferability Event**”means any of the following:

(a)                        theinability of the Borrower to obtain Dollars in a lawful market of Peru; or

(b)                       theinability of the Borrower or the Facility Agent to effect the transfer outsidePeru of Dollars lawfully obtained directly or indirectly to the Finance Partiesunder the Financing Documents; or

(c)                        theintroduction of a requirement binding on the Borrower pursuant to ApplicableLaw requiring the Borrower to repatriate to Peru and retain onshore Peru all orany amounts payable to the Borrower by a counterparty located offshore Peru,

*provided that* (i) suchTransferability Event affects the Borrower’s ability to comply with its paymentobligations under this Agreement (taking into account, among other 

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things, the provisions of the Sponsor SupportAgreement and availability to the Borrower of Dollars from other sources,including, without limitation, revenues received under the Concentrate SaleAgreements) and (ii) the Borrower or the Facility Agent have made allreasonable efforts to obtain, convert and/or transfer such Dollars inaccordance with the laws, regulations and procedures of Peru, through allcustomary lawful channels that could have been reasonably utilised.

 “**Transfer Certificate**” means a certificate substantially inthe form set out in Schedule 5 (*Form of TransferCertificate*) or any other form agreed between the Facility Agent andthe Borrower.

“**TransferDate**” means, in relation to a transfer, the later of (a) theproposed Transfer Date specified in the Transfer Certificate and (b) the dateon which the Facility Agent executes the Transfer Certificate.

“**Transmission ServicesAgreement**” means an agreement to be entered into on the termsdescribed in the Sponsor Support Agreement as a condition to the occurrence ofthe Financial Completion Date between the Borrower and Compañía TransmisoraNorperuana S.R.L, relating to the operation and maintenance of, and thetransmission of power via, a power line to the Site.

“**Unpaid Sum**”means any sum due and payable but unpaid by the Borrower under the FinancingDocuments.

“**VAT**” meansvalue added tax as provided for in Decreto Supremo 055-99-EF (“*Texto Unico Ordenado de lay Ley del Impuesto General a las Ventas eImpuesto Selectivo al Consumo*”), as amended, and its regulationsapproved by Decreto Supremo 029-94-EF, as amended, and any other tax of asimilar nature.

“**War**” means war(declared or undeclared), civil war, revolution, insurrection, civil strife orterrorism (other than any such acts undertaken primarily to achieve labour orstudent objectives or any acts of violence directed at a specific individual orindividuals which is motivated by personal reasons specific to the parties,including robbery, kidnapping, assault and murder) in Peru which directly orproximately causes (i) cessation of substantially all construction or operationof the Project for a period of at least thirty (30) consecutive days andrenders it unreasonable or impossible without unreasonable risk of physicalharm to the Project workers at the Site to resume significant construction oroperation activities at the Project or (ii) physical damage to or destructionof the Borrower’s assets to such extent that it would be unreasonable for theBorrower to proceed to completion of the Project.

“**Website Facility Lenders**”has the meaning given to it in Clause 20.15 (*Use ofWebsites*).

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1.2**            ****Construction**

### (a)                        Unless acontrary indication appears, any reference in this Agreement to:

#### (i)                          any“**Account Bank**”, any “**Agent**”, the “**Borrower**”, the “**Facility****Agent**”, the “**Technical Agent**”, any “**Finance Party**”, any “**Facility Lender**”, any “**Obligor**”, any “**Party**”, the “**OffshoreSecurity Trustee**” or the “**OnshoreSecurity Agent**”, or any other person shall be construed so as toinclude its successors in title, permitted assigns and permitted transferees;

#### (ii)                       an“**acquisition**” shall be construed so asto include any purchase, taking of a lease, assignment, conveyance, transfer orgift, acquisition of any form of ownership, title, estate or interest, subscriptionfor an investment and any option or pre—emption right to do any of theforegoing and “**acquire**” shall be construedaccordingly;

#### (iii)                    the“**agreed form**” of a document shall beconstrued as a reference to the form of that document initialled on or prior tothe date hereof for the purposes of identification as such by or on behalf ofthe Borrower and the Facility Agent;

#### (iv)                   “**assets**” includes any rights or interest in,to or under property, revenues and rights of any description whatsoever(whether real, personal or mixed and whether tangible or intangible), whethercurrently owned or hereafter acquired and where ever located;

#### (v)                      “**control**” shall be construed such that a company orcorporation shall control another company or corporation if:

##### (A)                    morethan half the issued share capital of that other company or corporation isbeneficially owned, directly or indirectly, by the first company orcorporation; or

##### (B)                      itis able to direct the affairs and/or control the composition of the board ofdirectors or equivalent body of that company or corporation;

#### (vi)                   an“**encumbrance**” shall be construed as areference to (A) a mortgage, charge (whether legal or equitable, fixed orfloating), pledge, lien or other encumbrance securing any obligation of anyperson; (B) any arrangement under which money or claims to, or the benefit of,a bank or other account may be applied, set—off or made subject to acombination of accounts so as to effect payment of sums owed or payable to anyperson; or (C) any other type of preferential arrangement (including titletransfer or retention, sale and leaseback or sale and purchase arrangements)having a similar effect;

#### (vii)                a“**Transaction Document**” or anyother agreement or instrument is, save as otherwise provided in this Agreement,a reference to that Transaction Document or other agreement or instrument asamended, restated, varied, 

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#### novated, replaced or supplemented in accordance with the terms of thisAgreement;

#### (viii)             a“**holding company**” of a company orcorporation shall be construed as a reference to any company or corporation ofwhich the first mentioned company or corporation is a subsidiary;

#### (ix)                     “**indebtedness**” includes any obligation(whether incurred as principal or as surety) for the payment or repayment ofmoney, whether present or future, actual or contingent;

#### (x)                        a“**person**” includes any person,firm, company, corporation, government, state or agency of a state or anyassociation, trust or partnership (whether or not having separate legalpersonality) or two or more of the foregoing;

#### (xi)                     a“**regulation**” includes anyregulation, rule, official directive, request or guideline (whether or nothaving the force of law) of any governmental, intergovernmental orsupranational body, agency, department or regulatory, self—regulatory or otherauthority or organisation;

#### (xii)                  “**repay**” (or any derivative form thereof) shall, subject toany contrary indication, be construed so as to include “**prepay**”(or, as the case may be, the corresponding derivative form thereof);

#### (xiii)               a“**subsidiary**”****ofa company or corporation shall be construed as a reference to any company orcorporation:

##### (A)                    whichis controlled, directly or indirectly, by the first—mentioned company orcorporation;

##### (B)                      morethan half the issued share capital of which is beneficially owned, directly orindirectly, by the first—mentioned company or corporation; or

##### (C)                      whichis a subsidiary of another subsidiary of the first—mentioned company orcorporation;

#### (xiv)              “**value added tax**” shall be construed so as to include anysimilar tax in any relevant jurisdiction including any similar tax which may beimposed in place thereof from time to time;

#### (xv)                 the“**winding—up**”, “**dissolution**”,****“**administration**”or “**bankruptcy**” of a person shall beconstrued so as to include any equivalent or analogous proceedings under thelaws of any jurisdiction in which such person is incorporated or resident orany jurisdiction in which such person carries on business or in which any ofits assets are located (including the seeking of liquidation, winding—up,appointment of a bankruptcy trustee, 

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#### reorganisation,dissolution, administration, arrangement, adjustment, protection or relief ofdebtors, insolvency and suspension of payments);

#### (xvi)              aprovision of law is a reference to that provision as amended or re—enacted; anda statute, statutory provision or code shall be construed as a reference tosuch statute, statutory provision or code as the same may have been, or mayfrom time to time be, amended or re—enacted and all instruments, orders, plans,regulations, bye—laws, permissions and directions at any time made thereunder;

#### (xvii)           atime of day is a reference to London time; and

#### (xviii)        arequirement on the Majority Facility Lenders to act reasonably is a requirementthat each Facility Lender is to act reasonably in deciding whether or not tovote in favour of the relevant consent, waiver or other discretion.

### (b)                      Section,Clause and Schedule headings are for ease of reference only.

### (c)                       Unlessa contrary indication appears, a term used in any other Financing Document orin any notice given under or in connection with any Financing Document has thesame meaning in that Financing Document or notice as in this Agreement.

### (d)                      ADefault is “**continuing**” if it hasnot been remedied or waived.

1.3**            ****Currency Symbols and Definitions**

### (a)                       “**US$**” and “**Dollars**”denotes the lawful currency of the United States of America.

### (b)                      “**Peruvian Nuevo Sol**”, “**nuevosol**” and “**PEN**” denotesthe lawful currency of Peru.

1.4**            ****Third Party Rights**

A person who is not a Party has no right under the Contracts (Rights ofThird Parties) Act 1999 (the “**Third Parties Act**”)to enforce or to enjoy the benefit of any term of this Agreement.

1.5**            ****Conflict with other Financing Documents**

In the event of anyconflict or inconsistency between the provisions of this Agreement and anyother Financing Document, the provisions of this Agreement shall govern andprevail.

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**SECTION 2THE FACILITY**

 

2.**                            THEFACILITY**

2.1**            ****The Senior Loans**

### (a)                        Subjectto the terms of this Agreement, the Facility Lenders make available to theBorrower a term loan facility in an aggregate amount of US$150,000,000 (the “**Facility**”) which shall be split into thefollowing two (2) tranches (each a “**Tranche**”):

#### (i)                          aUS$50,000,000 commercial bank tranche (the “**TrancheA Amount**”); and

#### (ii)                       aUS$100,000,000 bond bridge tranche (the “**TrancheB Amount**”).

### (b)                       TheFacility Lenders acknowledge and agree that, following the date hereof, theBorrower shall have the right to issue bonds up to an aggregate principalamount of US$100,000,000 (the “**Bonds**”)under an indenture to be entered into between the Borrower and the Bondholders’Representative on terms consistent with the provisions of Schedule 14 (*Conditions for Issuance of Bonds*) or otherwise on terms andconditions acceptable to the Facility Agent, acting reasonably (the “**Indenture**”).

### (c)                        Immediatelyprior to the closing of the first issuance of the Bonds by the Borrower (the “**Bonds Closing Date**”), or before if requiredby the Peruvian Securities Market regulations or regulating authority, theBondholders’ Representative shall become a party to the Master Security andIntercreditor Deed by entering into, in its capacity as Bondholders’Representative, a Bondholders’ Representative Accession Deed and thereupon theBondholders’ Representative and the Bondholders shall have all the rights andobligations of, respectively, the Bondholders’ Representative and theBondholders under the Master Security and Intercreditor Deed.

### (d)                       Oneach date of issuance of Bonds by the Borrower any undrawn portion of theTranche B Commitment, if any, shall be automatically cancelled (the “**Cancelled Undrawn Amount**”) without penalty (to the extent ofthe amount of the proceeds of the Bonds issued on such date) and the amountequal to the excess of (i) the net proceeds of the Bonds issued on such dateover (ii) the applicable Cancelled Undrawn Amount, shall be applied tomandatory prepayment of the outstanding Tranche B Amount (without prepaying theTranche A Amount) in accordance to Clause 8.6 (*MandatoryPrepayment from proceeds of Bond*) subject to payment of any BreakCosts but without any prepayment fee or penalty.

2.2**            ****Finance Parties’ rights and obligations**

### (a)                        Theobligations of each Finance Party under the Financing Documents areseveral.  Failure by a Finance Party toperform its obligations under the Financing 

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### Documents doesnot affect the obligations of any other Party under the FinancingDocuments.  No Finance Party isresponsible for the obligations of any other Finance Party under the FinancingDocuments.

### (b)                       Therights of each Finance Party under or in connection with the FinancingDocuments are separate and independent rights and any debt arising under theFinancing Documents to a Finance Party from the Borrower shall be a separateand independent debt.

### (c)                        AFinance Party may, except as otherwise stated in the Financing Documents,separately enforce its rights under this Agreement.

3.**                            PURPOSE**

3.1**            ****Purpose**

### The Borrower shall apply all Advances underthe Facility towards the financing of the Project Costs.

3.2**            ****Monitoring**

No Finance Party is boundto concern itself, monitor or verify the application of the proceeds of anyAdvance borrowed pursuant to this Agreement.

4.**                            CONDITIONSPRECEDENT**

4.1**            ****Conditions Precedent to Financial Close**

The Borrower may notdeliver a Drawdown Request for the first Advance unless the Facility Agent hasreceived all of the documents and other evidence listed in Part 1Schedule 2 (*Conditions Precedent*) in form andsubstance satisfactory to the Facility Agent.

4.2**            ****Notice of Satisfaction**

The Facility Agent shallnotify the Borrower and the Facility Lenders promptly upon being satisfied thatthe conditions precedent referred to in Clause 4.1 (*ConditionsPrecedent to Financial Close*) have either been satisfied or waived.

4.3**            ****Conditions Precedent to all Advances**

It is a conditionprecedent to the making of each Advance that on and as of the proposed date formaking of such Advance:

### (a)                        noDefault has occurred and is continuing or would result from the proposedAdvance;

### (b)                       inthe case of the first Advance, the Representations are true and accurate in allmaterial respects by reference to the facts and circumstances then subsisting;

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### (c)                        inthe case of each subsequent Advance, the Repeating Representations are true andaccurate in all material respects by reference to the facts and circumstancesthen subsisting;

### (d)                       allShareholder Contributions required by the terms of the Financing Documents tobe made at that time shall have been made;

### (e)                        deliveryof a Drawdown Request by the Borrower and a Note in accordance with Clause12.1(a) (*Delivery of Notes*); and

### (f)                          theSponsor Support Agreement remains in full force and effect on its terms at thattime,

### *providedthat* no Advance (other than the first Advance) shallbe required to be made unless all registrations and filings required inaccordance with Applicable Law in connection with the enforceability of and/orthe creation and/or perfection of first-ranking priority Security under eachSecurity Document (other than the Offshore Share Security and any documentrelated thereto) have been effected.

4.4**            ****Conditions Precedent to Second Advance**

The Borrower may notdeliver a Drawdown Request for the second Advance unless the Facility Agent hasreceived all of the documents and other evidence listed in Part 2 ofSchedule 2 (*Conditions Precedent*) in form andsubstance satisfactory to the Facility Agent.

4.5**            ****Maximum Limit**

The Borrower may deliverno more than two (2) Drawdown Requests in respect of the Facility in anycalendar month.

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**SECTION 3UTILISATION**

 

5.**                            UTILISATION**

5.1**            ****Timing of Advances**

Subject to Clause 4.3 (*Conditions Precedent to all Advances*), the Borrower shallhave the right to request Advances from the Facility Lenders in accordance withSchedule 1 (*The Original Facility Lenders andCommitments*) *provided that*:

### (a)                        theBorrower shall first request Advances (a “**TrancheA Advance**”) from the Facility Lenders on a *pro rata*basis up to their respective Tranche A Commitment; and

### (b)                       afterthe Facility Lenders have made Advances in an amount equal to their respectiveTranche A Commitment, the Borrower may request any subsequent Advances (a “**Tranche B Advance**”) from the FacilityLenders on a *pro rata* basis up to theirrespective Tranche B Commitment.

5.2**            ****Delivery of a Drawdown Request**

The Borrower may utilisethe Facility by delivery to the Facility Agent of a duly completed DrawdownRequest no later than the Specified Time on the date falling five (5) BusinessDays before the proposed Drawdown Date.

5.3**            ****Completion of a Drawdown Request**

### (a)                        EachDrawdown Request for an Advance is irrevocable and will not be regarded ashaving been duly completed unless:

#### (i)                          theproposed Drawdown Date is a Business Day within the Availability Period;

#### (ii)                       thecurrency and amount of the Advance comply with Clause 5.4 (*Currency andamount*); and

#### (iii)                    theproposed Interest Period complies with Clause 10.1 (*Selection ofInterest Periods*).

### (b)                       Onlyone (1) Advance may be requested in each Drawdown Request.

5.4**            ****Currency and amount**

### (a)                        Thecurrency specified in a Drawdown Request must be Dollars.

### (b)                       Theamount of the proposed Advance must be an amount which is a minimum ofUS$500,000 (and an integral multiple of US$500,000).

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5.5**            ****Facility Lenders’ Participation**

### (a)                        Ifthe conditions set out in this Agreement have been met, each Facility Lendershall make its participation in each Advance available no later than theDrawdown Date through its Facility Office.

### (b)                       Theamount of each Facility Lender’s participation in each Advance will be equal tothe proportion borne by its Available Commitment to the Available Facilityimmediately prior to making the Advance.

### (c)                        TheFacility Agent shall notify each Facility Lender of the amount of itsparticipation in each Advance no later than the Specified Time on the datefalling three (3) Business Days before the proposed date of that Advance.

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**SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION**

# 6.**          REPAYMENT**

### The Borrower shall repay the Advances made to it under the Facility byrepaying:

### (a)        on each Repayment Date onor prior to the Final Maturity Date, an amount which reduces the outstandingAdvances under the Facility by an amount in US Dollars (the “**Facility Repayment Instalment**”) equal tothe product of (i) the aggregate amount of the Advances borrowed by theBorrower under the Facility immediately following the end of the AvailabilityPeriod in relation to the Facility, and (ii) the relevant percentage amount setout in the second column headed “*Repayment (%) Facility*”in Schedule 11 (*Repayment Schedule*) (as reduced from time to time by anyprepayment); and

### (b)        on the Final MaturityDate, the full amount of the outstanding Advances on that date under theFacility.

# 7.**          PREPAYMENTAND CANCELLATION**

7.1             **Illegality**

If it becomesunlawful in any jurisdiction for a Facility Lender to perform any of itsobligations as contemplated by this Agreement or to fund or maintain itsparticipation in any Advance:

### (a)        that Facility Lender shallpromptly notify the Facility Agent upon becoming aware of that event;

### (b)        upon the Facility Agentnotifying the Borrower, the Commitment of that Facility Lender will be immediatelycancelled; and

### (c)        the Borrower shall repaythat Facility Lender’s participation in the Advances on the last day of theInterest Period for each Advance occurring after the Facility Agent hasnotified the Borrower or, if earlier, the date specified by the Facility Lenderin the notice delivered to the Facility Agent (being no earlier than the lastday of any applicable grace period permitted by law).

7.2        **Voluntary Cancellation by the Borrower**

At any time duringthe Availability Period, the Borrower may, without penalty or cancellation fee,if it gives the Facility Agent not less than five (5) Business Days’ priorwritten notice, cancel the whole or any part of any undrawn Commitment if:

### (a)        the Facility Agent issatisfied (acting on the advice of the Independent Technical Consultant, ifnecessary) that there will be no Forecast Funding Shortfall following suchcancellation; and

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### (b)        the Available Commitmentof each Facility Lender is cancelled on a *pro rata* basis.

7.3        **VoluntaryPrepayment by Borrower**

### (a)        The Borrower may upon five(5) Business Days’ prior written notice elect to prepay the whole or any partof the Senior Facility Loan *provided that*(i) the Facility Agent is satisfied (acting on the advice of the IndependentTechnical Consultant, if necessary) there will be no Forecast Funding Shortfallfollowing such prepayment and (ii) any prepayment in part of the SeniorFacility Loan must be in a minimum amount of US$500,000 and is an integralmultiple of US$500,000.

### (b)        If the Borrower elects tomake a voluntary prepayment under the Facility, it shall give the FacilityAgent no less than five (5) Business Days’ prior written notice of:

### (i)         the aggregate amount of the proposedprepayment (the “**Prepayment Amount**”);and

### (ii)        the date on which it proposes to make suchprepayment.

### (c)        If the Borrower elects tomake a voluntary prepayment under Clause 7.3(a):

### (i)         such prepayment shall be made on the date sonotified; and

### (ii)        the Prepayment Amount shall be applied *pro rata* between the remaining Facility RepaymentInstalments.

### (d)        Without prejudice to itsright to make any mandatory prepayments required under the Indenture, theBorrower may not make any voluntary prepayment of the outstanding amounts underthe Bonds until the Senior Facility Loan has been fully repaid.

7.4        **Right ofRepayment and Cancellation**

### (a)        If:

### (i)         any sum payable to any Facility Lender by theBorrower is required to be increased under Clause 13.1(c) (*Payments tobe Free and Clear*); or

### (ii)        any Facility Lender claims indemnification fromthe Borrower under Clause 13.2 (*Tax Indemnity*)or Clause 14.1 (*Increased Costs*),

the Borrower may,whilst the circumstance giving rise to the requirement or indemnificationcontinues, give the Facility Agent notice of cancellation of the Commitment ofthat Facility Lender and its intention to procure the repayment of thatFacility Lender’s participation in the Senior Facility Loan.

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### (b)        On receipt of a noticereferred to in Clause 7.4(a), the Commitment of that Facility Lender shallimmediately be reduced to zero.

### (c)        Subject to clause 6.3 (*Withdrawals from the Revenue Accounts*) of the AccountManagement Agreement, on the last day of each Interest Period which ends afterthe Borrower has given notice under Clause 7.4(a) (or, if earlier, the datespecified by the Borrower in that notice), the Borrower shall repay thatFacility Lender’s participation in the Senior Facility Loan.

7.5        **Restrictions**

### (a)        Any notice of cancellationor voluntary prepayment given under this Clause 7 shall be irrevocableand, unless a contrary indication appears in this Agreement, shall specify thedate or dates upon which the relevant cancellation or prepayment is to be madeand the amount of that cancellation or prepayment and, in the case ofprepayment, oblige the Borrower to prepay.

### (b)        Any prepayment under thisAgreement shall be made together with accrued interest on the amount prepaidand, subject to any Break Costs, without premium or penalty.

### (c)        The Borrower shall notrepay or prepay all or any part of the Advances or cancel all or any part ofthe Commitments except at the times and in the manner expressly permitted inthis Agreement.

### (d)        The Borrower may notre-borrow any part of the Facility which is prepaid or repaid.

### (e)        No amount of the AvailableCommitments cancelled under this Agreement may be subsequently reinstated.

# 8.**          MANDATORYPREPAYMENTS**

8.1        **MandatoryPrepayment from Insurance Proceeds**

### (a)        In the event of a whole orpartial loss or damage to the Project after the Financial Completion Date, ifthe Insurance Proceeds exceed US$10,000,000, the Borrower shall apply all suchInsurance Proceeds in prepayment of the Senior Facility Loan, *provided that* the Borrower will instead be permitted torepair or rebuild the Project with such Insurance Proceeds if:

### (i)         it has sufficient committed funds (includingsuch insurance proceeds) to do so; and

### (ii)        the Independent Technical Consultant hasconfirmed to the Facility Lenders that the proposed repair or rebuild will beadequate and sufficient for the Borrower to operate the Project in the mannerdemonstrated in the Base Case.

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### (b)        The Insurance Proceedsreferred to in Clause 8.1(a) shall exclude any insurance proceeds payable inrespect of claims by third parties against the Borrower and any RevenueCompensation Proceeds.

8.2        **Mandatory Prepaymentfrom Performance Liquidated Damages**

In the event anyamount is paid to the Borrower as performance liquidated damages under aProject Document after the Financial Completion Date as a result of performancetests not being met (including but not limited to any amount paid under anyletter of credit or performance bond in relation to the performance liquidateddamages), and the amount of such liquidated damages exceeds US$10,000,000, theBorrower shall apply all such proceeds in prepayment of the Senior FacilityLoan.

8.3        **MandatoryPrepayment from Capital Compensation Proceeds**

Following receiptof any Capital Compensation Proceeds by the Borrower, the Shareholder or theGuarantor, as applicable, other than any amounts received by the Borrower asreferred to in Clauses 8.1 (*Mandatory Prepayment fromInsurance Proceeds*) and 8.2 (*Mandatory Prepayment fromPerformance Liquidated Damages*), the Borrower shall apply or procurethe application of such Capital Compensation Proceeds in prepayment of theSenior Facility Loan.

8.4        **MandatoryPrepayment from other Debt or Equity Issuance**

Following anyissuance by the Borrower of debt or equity securities (other than the Bonds orany issuance of debt or equity securities to the existing shareholders of theBorrower) the Borrower shall apply the net proceeds of such issuance in theprepayment of the Senior Facility Loan.

8.5        **MandatoryPrepayment on Restricted Payments**

In the event thatthe Borrower is required to prepay the Facility under Clause 22.16 (*Transfers to Distributions Account*) upon making a RestrictedPayment, the Borrower shall prepay the Facility in an amount equal to 50% ofsuch Restricted Payment.

8.6        **MandatoryPrepayment from proceeds of Bond issuance**

Following theissuance of any Bonds, the Borrower shall apply the amount equal to the excessof (i) the net proceeds of the Bonds issued on such date over (ii) theCancelled Undrawn Amount relating to such issuance, to mandatory prepayment ofthe outstanding Tranche B Amount (without prepaying the Tranche A Amount).

8.7        **MandatoryPrepayment – General**

### The prepayments in Clauses 8.1 (*MandatoryPrepayment from Insurance Proceeds*) to Clause 8.6 (*Mandatory Prepayment from proceeds of Bond issuance*) shallbe applied *pro rata* between theremaining Facility Repayment Instalments.

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### **SECTION5****COSTS OF ADVANCE**

# 9.**          INTEREST**

9.1        **Calculationof interest**

The rate ofinterest on each Advance for each Interest Period is the percentage rate perannum which is the aggregate of the applicable:

### (a)        Margin;

### (b)        LIBOR; and

### (c)        Mandatory Cost, if any.

9.2        **Payment ofinterest**

On the last day ofeach Interest Period the Borrower shall pay accrued interest on that Advance.

9.3        **Defaultinterest**

### (a)        Default interest shallaccrue on any Unpaid Sum from the due date up to the date of actual payment(both before and after judgment) at a rate which, subject to Clause 9.3(b), is2 (two) per cent. higher than the rate which would have been payable if theoverdue amount had, during the period of non-payment, constituted an Advance inthe currency of the overdue amount for successive Interest Periods, each of aduration selected by the Facility Agent (acting reasonably).  Any interest accruing under thisClause 9.3 shall be immediately payable by the Borrower on demand by theFacility Agent.

### (b)        If any overdue amountconsists of all or part of an Advance which became due on a day which was notthe last day of an Interest Period relating to that Advance:

### (i)         the first Interest Period for that overdueamount shall have a duration equal to the unexpired portion of the currentInterest Period relating to that Advance; and

### (ii)        the rate of interest applying to the overdueamount during that first Interest Period shall be 2 (two) per cent. higher thanthe rate which would have applied if the overdue amount had not become due.

### (c)        Default interest (ifunpaid) arising on an Unpaid Sum will be compounded with the overdue amount atthe end of each Interest Period applicable to that overdue amount but willremain immediately due and payable.

9.4        **Notificationof rates of interest**

The Facility Agentshall promptly notify the Facility Lenders and the Borrower of thedetermination of a rate of interest under this Agreement.

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10.**        INTEREST PERIODS**

10.1      **Selection ofInterest Periods**

### (a)        In the case of Advances,the Borrower shall select an Interest Period for an Advance in the DrawdownRequest for that Advance.

### (b)        Subject to thisClause 10, the Borrower may select an Interest Period of one (1), two (2),three (3) or six (6) Months or any other period agreed between the Borrower andthe Facility Agent (acting on the instructions of the Facility Lenders).

### (c)        The Borrower shall selectand notify the Facility Agent of the First Interest Period in the relevantDrawdown Request, and the subsequent Interest Periods, prior to the last day ofeach Interest Period.

### (d)        An Interest Period for anAdvance shall not extend beyond the Final Maturity Date.

### (e)        Each Interest Period foran Advance shall start on the Drawdown Date for that Advance or (if alreadymade) on the last day of its preceding Interest Period.

10.2      **Non–BusinessDays**

If an InterestPeriod would otherwise end on a day which is not a Business Day, that InterestPeriod will instead end on the next Business Day in that Month (if there isone) or the preceding Business Day (if there is not).

10.3      **Consolidationof Advances**

### (a)        If two or more InterestPeriods:

### (i)         relate to Advances made under the sameTranche; and

### (ii)        end on the same date,

those Advanceswill be consolidated into, and treated as, a single Advance made on the lastday of the Interest Period.

### (b)        Any Advance made during anInterest Period for a previous Advance (an “**ExistingInterest Period**”) will, subject to Clauses 10.3(c) and (d), have aninitial Interest Period ending on the last day of such Existing InterestPeriod.

### (c)        The Facility Agent shallbe entitled to shorten any Interest Period for any Advance to ensure that theaggregate principal amount of Advances with an Interest Period ending on aRepayment Date is not less than the amount of principal due to be repaid onthat Repayment Date.

### (d)        If Clause 10.3(b) wouldresult in an Advance having an Interest Period of less than one (1) Month, thenthe initial Interest Period for such Advance will be such period as theFacility Agent and the Borrower may agree.

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### 11.**        CHANGESTO THE CALCULATION OF INTEREST**

11.1      **Absence ofquotations**

Subject toClause 11.2 (*Market disruption*), if the LIBORis to be determined by reference to the Reference Bank(s) but a Reference Bankdoes not supply a quotation by the Specified Time on the Quotation Day, theapplicable LIBOR shall be determined on the basis of the quotations of theremaining Reference Bank(s).

11.2      **Marketdisruption**

### (a)        If a Market DisruptionEvent occurs in relation to an Advance for any Interest Period, then the rateof interest on each Facility Lender’s share of that Advance for the InterestPeriod shall be the rate per annum which is the sum of:

### (i)         the Margin; and

### (ii)        the rate notified to the Facility Agent by thatFacility Lender as soon as practicable and in any event before interest is dueto be paid in respect of that Interest Period, to be that which expresses as apercentage rate per annum the cost to that Facility Lender of funding itsparticipation in that Advance from whatever source it may reasonably select.

### (b)        In this Agreement, “**Market Disruption Event**” means:

### (i)         at or about noon on the Quotation Day for therelevant Interest Period the Screen Rate is not available and none or only oneof the Reference Banks supplies a rate to the Facility Agent to determine LIBORfor Dollars for the relevant Interest Period; or

### (ii)        before close of business in London on theQuotation Day for the relevant Interest Period, the Facility Agent receivesnotifications from a Facility Lender or Facility Lenders (whose participationsin an Advance exceed 51 per cent. of that Advance) that LIBOR does notaccurately reflect its cost of funding.

11.3      **Alternativebasis of interest or funding**

### (a)        If a Market DisruptionEvent occurs and the Facility Agent so requires, the Facility Agent and theBorrower shall enter into negotiations (for a period of not more than thirty(30) days) with a view to agreeing a substitute basis for determining the rateof interest.

### (b)        Any alternative basisagreed pursuant to Clause 11.3(a) shall, with the prior consent of all theFacility Lenders and the Borrower, be binding on all Parties.

11.4      **Break Costs**

### (a)        The Borrower shall, withinthree (3) Business Days of demand by a Finance Party, pay to that Finance Partyits Break Costs attributable to all or any part of an

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### Advance or Unpaid Sum being paid by theBorrower on a day other than the last day of an Interest Period for thatAdvance or Unpaid Sum.

### (b)        Each Facility Lendershall, as soon as reasonably practicable after a demand by the Facility Agent,provide a certificate confirming the amount of its Break Costs for any InterestPeriod in which they accrue.

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### **SECTION 6NOTES**

# 12.**        THE NOTES**

12.1      **Delivery ofNotes**

The Borrower shalldeliver to the Facility Agent:

### (a)        on or before the date onwhich it delivers each Drawdown Request in respect of a Tranche A Advance or aTranche B Advance, a Note having a face amount equal to the sum of:

### (i)         the amount of that Advance; and

### (ii)        the amount of interest that will accrue on thatAdvance during the Interest Period selected in such Drawdown Request; and

### (b)        on each date on which itrepays or prepays part of a Tranche A Advance or a Tranche B Advance a Notehaving a face amount equal to the sum of:

### (i)         the amount of that Advance that remainsoutstanding after that repayment or prepayment; and

### (ii)        the amount of interest that will accrue, duringthe remainder of the applicable Interest Period, on the amount of that Advancethat remains outstanding after such repayment or prepayment,

whereupon theFacility Agent shall immediately destroy the Note delivered to it by theBorrower prior to such repayment or prepayment and promptly confirm to theBorrower in writing that it has done so, provided that, should the Borrowerhave notified the Facility Agent in writing that the Borrower requires suchNote to be returned to it, promptly return such Note to the Borrower.

12.2      **Destructionof Other Notes**

In addition todestroying Notes as provided in Clause 12.1(b), the Facility Agent shall oneach date on which the Borrower repays or prepays in full a Tranche A Advanceor a Tranche B Advance and the interest due in respect of that Advance for theapplicable Interest Period, immediately destroy the Note delivered to it by theBorrower prior to such repayment or prepayment and promptly confirm to theBorrower in writing that it has done so, provided that, should the Borrowerhave notified the Facility Agent in writing that the Borrower requires suchNote to be returned to it, promptly return such Note to the Borrower.

12.3      **Execution Formalities**

Each Note to bedelivered by the Borrower pursuant to Clause 12.1 (*Delivery ofNotes*) shall be:

### (a)        signed by a dulyauthorised signatory of the Borrower;

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### (b)        dated the date on which itis delivered to the Facility Agent; and

### (c)        otherwise completed insuch manner as the Facility Agent (acting reasonably) may consider necessary toensure that the Note is enforceable under the laws of Peru.

12.4      **Presentmentof the Notes**

The Facility Agentagrees that no Note shall be presented for payment unless the Facility Agenthas issued a notice to the Borrower declaring the Tranche A Advances and/or (asapplicable) the Tranche B Advances (or any of them) to be immediately due andpayable subject to and in accordance with Clause 25.1(b) (*RemediesFollowing Default*).

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**SECTION 7****ADDITIONAL PAYMENT OBLIGATIONS**

# 13.**        TAX GROSS UPAND TAX INDEMNITY**

13.1      **Payments tobe Free and Clear**

### (a)        The Borrower shall makeall payments to be made by it under any Financing Document without any TaxDeduction, unless a Tax Deduction is required by  Applicable Law.

### (b)        The Borrower shall,promptly upon becoming aware that it must make a Tax Deduction (or that thereis any change in the rate or the basis of a Tax Deduction), notify the FacilityAgent, who will notify the relevant Finance Parties.  Similarly, a Finance Party shall notify theFacility Agent on becoming so aware in respect of a payment payable to thatFinance Party.  If the Facility Agentreceives such notification from a Finance Party it shall notify the Borrower.

### (c)        If a Tax Deduction isrequired by Applicable Law to be made by the Borrower, the amount of thepayment due from the Borrower shall be increased by such additional amount asis necessary to ensure that the person to which that sum is due receives on thedue date and retains (free from any liability in respect of any such TaxDeduction) a net sum equal to what it would have received and so retained if noTax Deduction had been required or made. Alternatively, if permitted by Applicable Law, the Borrower will assumethe tax obligation to pay the amount of such Tax Deduction.

### (d)        If the Borrower isrequired to make a Tax Deduction, the Borrower shall make that Tax Deduction orassume the tax obligation related to such Tax Deduction and will make anypayment required in connection therewith within the time allowed and in theminimum amount required by Applicable Law.

### (e)        Within thirty (30) days ofmaking either a Tax Deduction or any payment required in connection with thatTax Deduction, the Borrower shall deliver to the Facility Agent evidencereasonably satisfactory to the Finance Party entitled to such payment that theTax Deduction has been made or (as applicable) any appropriate payment paid tothe relevant taxing or other authority.

13.2      **TaxIndemnity**

### (a)        The Borrower shall (withinthree (3) Business Days of demand by the Facility Agent) pay to a Finance Partyan amount equal to the loss, liability or cost which that Finance Partydetermines will be or has been (directly or indirectly) suffered for or onaccount of Tax by that Finance Party in respect of any sum received orreceivable by it under any Financing Document.

### (b)        Clause 13.2(a) above shallnot apply:

### (i)         with respect to any Tax assessed on a FinanceParty:

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#### (A)       under the law of thejurisdiction in which that Finance Party is incorporated or, if different, thejurisdiction (or jurisdictions) in which that Finance Party is treated asresident for tax purposes; or

##### (B)       under the law of thejurisdiction in which that Finance Party’s Facility Office is located inrespect of amounts received or receivable in that jurisdiction,

if that Tax is imposed onor calculated by reference to the net income received or receivable (but notany sum deemed to be received or receivable) by that Finance Party; or

### (ii)        to the extent a loss, liability or cost iscompensated for by an increased payment under Clause 13.1 (*Payments to be Free and Clear*).

### (c)        A Finance Party making, orintending to make, a claim under paragraph (a) above shall promptly notify theFacility Agent of the event which will give, or has given, rise to the claim,following which the Facility Agent shall notify the Borrower.

### (d)        A Finance Party shall, onreceiving a payment from the Borrower under this Clause 13.2, notify theFacility Agent.

13.3      **Tax Credit**

If the Borrowermakes an additional payment under this Clause 13 (*Tax Gross Upand Tax Indemnity*) to a Finance Party (a “**Tax Payment**”)and that Finance Party determines that it has obtained a refund of Tax orobtained and used a credit against Tax (a “**Tax Credit**”)which is attributable either to an increased payment of which that Tax Paymentforms part or to that Tax Payment, that Finance Party shall pay an amount tothe Borrower which that Finance Party determines will leave it (following thatpayment) in the same post–Tax position as it would have been in had the TaxPayment not been required to be made by the Borrower.

13.4      **Double TaxTreaty Forms**

### (a)        If the Borrower seeks toobtain authority, in accordance with a double tax treaty, not to make a TaxDeduction under any of the Financing Documents which the Borrower wouldotherwise be required to make without operation of such double tax treaty, theBorrower may request in writing that each Finance Party:

### (i)         complete and deliver to the relevant agency orother authority such application forms (if any) specified by the Borrower inthat written request as being necessary to be completed and delivered by suchFinance Party; and

### (ii)        at the Borrower’s expense, take such otheraction (if any) as is reasonable and is specified by the Borrower to benecessary for the purpose of the relevant double tax treaty applicable to therelevant sum paid or at any time payable by the Borrower to that Finance Party.

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### (b)        A Finance Party receivinga request pursuant to paragraph (a) above shall use its reasonable efforts tocomply with such request as soon as reasonably practicable following receipt ofsuch request *provided that*such Finance Party:

### (i)         is given such assistance by the Borrower inrelation to the matters referred to in this Clause 13.4 as may be required byit;

### (ii)        is able to complete such application form(s)and take such actions with out disclosing its tax affairs or other businessinformation relating to it or its operations; and

### (iii)       in completing such forms, complying with suchrequest and/or taking such action it remains at all times in compliance withall law, regulations and other requirements of any governmental or other agencyor authority or other procedures with which it habitually complies that may be applicableto it or any of its assets.

13.5      **Stamp Taxes**

The Borrower shallpay and, within three (3) Business Days of demand, indemnify each Finance Partyagainst any cost, loss or liability that Finance Party incurs in relation toall stamp duty, registration and other similar Taxes payable in respect of anyFinancing Document.

13.6      **Value AddedTax**

### (a)        All considerationexpressed to be payable under a Financing Document by the Borrower to a FinanceParty shall be deemed to be exclusive of any value-added Tax.  If value-added Tax is chargeable on anysupply made by any Finance Party to any person in connection with a FinancingDocument, that person shall pay to the Finance Party (in addition to and at thesame time as paying the consideration) an amount equal to the amount of thevalue-added Tax.

### (b)        Where a Financing Documentrequires any person to reimburse a Finance Party for any costs or expenses,that person shall also at the same time pay and indemnify the Finance Partyagainst all value-added Tax incurred by the Finance Party in respect of thecosts or expenses to the extent that the Finance Party determines that it isnot entitled to credit or repayment of the value added Tax.

# 14.**        INCREASEDCOSTS**

14.1      **Increasedcosts**

### (a)        Subject to Clause 14.3 (*Exceptions*), the Borrower shall, within three (3) BusinessDays of a demand by the Facility Agent, pay to the Facility Agent for theaccount of a Facility Lender the amount of any Increased Costs incurred by thatFacility Lender or any of its Affiliates as a result of (i) the introduction ofor any change in (or in the interpretation, administration or application of)any law or regulation or (ii) compliance with any law or regulation madeafter the date of this Agreement.

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### (b)        In this Agreement, “**Increased Costs**” means:

### (i)         a reduction in the rate of return from theFacility or on a Facility Lender’s (or its Affiliate’s) overall capital;

### (ii)        an additional or increased cost; or

### (iii)       a reduction of any amount due and payable underany Financing Document,

which is incurredor suffered by a Facility Lender or any of its Affiliates to the extent that itis attributable to that Facility Lender having entered into its Commitment orfunding or performing its obligations under any Financing Document.

14.2      **Increasedcost claims**

### (a)        A Facility Lenderintending to make a claim pursuant to Clause 14.1 (*IncreasedCosts*) shall notify the Facility Agent of the event giving rise tothe claim, following which the Facility Agent shall promptly notify theBorrower.

### (b)        Each Facility Lendershall, as soon as practicable after a demand by the Facility Agent, provide acertificate confirming the amount of any Increased Costs in respect of which itproposes to make a claim under this Clause 14.

14.3      **Exceptions**

Clause 14.1 (*Increased Costs*)does not apply to the extent any Increased Cost is:

### (a)        attributable to a TaxDeduction required by Applicable Law to be made by the Borrower;

### (b)        compensated for by Clause13.2 (*Tax Indemnity*)**(orwould have been compensated for under Clause 13.2 (*Tax Indemnity*)but was not so compensated solely because any of the exclusions in Clause13.2(b) applied);

### (c)        attributable to the breachby the relevant Facility Lender or its Affiliates of any law or regulation; or

### (d)        attributable to compliancewith any capital adequacy requirement which has been publicly announced inwriting prior to the date of this Agreement.

# 15.**        OTHERINDEMNITIES**

15.1      **CurrencyIndemnity**

### (a)        If any sum due from theBorrower under any Financing Document (a “**Sum**”),or any order, judgment or award given or made in relation to a Sum, has to beconverted from the currency (the “**FirstCurrency**”) in which that Sum is payable into another currency (the “**Second Currency**”) for the purpose of:

### (i)         making or filing a claim or proof against theBorrower; or

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### (ii)        obtaining or enforcing an order, judgment oraward in relation to any litigation or arbitration proceedings,

the Borrowershall, as an independent obligation, within three (3) Business Days of demand,indemnify each Finance Party to whom that Sum is due against any cost, loss orliability arising out of or as a result of the conversion including anydiscrepancy between (A) the rate of exchange used to convert that Sum from theFirst Currency into the Second Currency and (B) the rate or rates of exchangeavailable to that person at the time of its receipt of that Sum.

### (b)        The Borrower waives anyright it may have in any jurisdiction to pay any amount under the FinancingDocuments in a currency or currency unit other than that in which it is expressedto be payable.

15.2      **OtherIndemnities**

### (a)        The Borrower shall, withinthree (3) Business Days of demand, indemnify each Finance Party and each of itsand their affiliates and each of their respective officers, directors,employees, agents, Advisers and representatives (each, an “**Indemnified Party**”) from and against anyand all claims, damages, losses, liabilities, costs, legal expenses andexpenses (altogether “**Losses**”),joint or several, that may be incurred by or asserted or awarded against anyIndemnified Party, in each case arising out of or in connection with orrelating to:

### (i)         the occurrence of any Event of Default;

### (ii)        a failure by the Borrower to pay any amount dueunder a Financing Document on its due date, including without limitation, anycost, loss or liability arising as a result of Clause 29 (*SharingAmong the Finance Parties*);

### (iii)       funding, or making arrangements to fund, itsparticipation in an Advance requested by the Borrower in a Drawdown Request butnot made by reason of the operation of any one or more of the provisions ofthis Agreement (other than by reason of negligence or wilful misconduct orwilful breach by that Finance Party alone); or

### (iv)      an Advance (or part of an Advance) not beingprepaid in accordance with a notice of prepayment given by the Borrower.

15.3      **Indemnity tothe Agents**

The Borrower shallpromptly indemnify each Agent against any cost, loss or liability incurred bythat Person as a result of:

### (a)        investigating any eventwhich it reasonably believes is a Default; or

### (b)        acting or relying on anynotice, request or instruction which it reasonably believes to be genuine,correct and appropriately authorised.

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### 16.**        MITIGATIONBY THE FACILITY LENDERS**

16.1      **Mitigation**

### (a)        Each Facility Lendershall, in consultation with the Borrower, take all reasonable steps to mitigateany circumstances which arise and which would result in any amount becomingpayable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (*Illegality*), Clause 13 (*Tax Gross Up and TaxIndemnity*) or Clause 14 (*Increased Costs*),including but not limited to transferring its rights and obligations under thisAgreement to another Affiliate, Facility Office or other bank or financialinstitution.

### (b)        Clause 16(a) does not inany way limit the obligations of the Borrower under this Agreement or reduceany rights of the Facility Lenders.

16.2      **Limitationof liability**

### (a)        The Borrower shallindemnify each Finance Party for all costs and expenses reasonably incurred bythat Finance Party as a result of steps taken by it under Clause 16.1 (*Mitigation*).

### (b)        A Finance Party is notobliged to take any steps under Clause 16.1 (*Mitigation*)if, in the opinion of that Finance Party (acting reasonably), to do so might beprejudicial to it or would be unlawful.

# 17.**        FEES**

17.1      **CommitmentFee**

### (a)        During the AvailabilityPeriod, the Borrower shall pay to the Facility Agent (for the account of eachFacility Lender) a fee in Dollars computed at a rate per annum of 50 per cent.of the then applicable Margin on the amount of that Facility Lender’s AvailableCommitment.

### (b)        The accrued commitment feeis payable on the last day of each successive period of three (3) Months whichends during the Availability Period, on the last day of the Availability Periodand on the cancelled amount of the relevant Facility Lender’s Commitment at thetime the cancellation is effective.

17.2      **ArrangementFee**

The Borrower shallpay to each Mandated Lead Arranger an arrangement fee in the amount and at thetimes agreed in a Fee Letter.

17.3      **Facility AgentFee**

The Borrower shallpay to the Facility Agent (for its own account) an agency fee in the amount andat the times agreed in a Fee Letter.

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17.4      **Trustee Fees**

The Borrower shallpay to each of the Offshore Security Trustee and the Onshore Security Agent(each for its own account) a trustee fee in the amount and at the times agreedin separate Fee Letters.

17.5      **TechnicalAgent Fee**

The Borrower shallpay to the Technical Agent (for its own accord) a technical agent fee in theamount and at the times agreed in a Fee Letter.

# 18.**        COSTS ANDEXPENSES**

18.1      **Transactionexpenses**

The Borrower shall, subject to the limitations set outin the Commitment Letter, on or promptly after the date of Financial Close andthereafter within thirty (30) days of the presentation of an invoice pay eachMandated Lead Arranger the amount of all costs and expenses (including but notlimited to Professional Expenses) incurred by it in accordance with theCommitment Letter in connection with syndication and the negotiation, preparationand execution of any Financing Document.

18.2      **Amendmentcosts**

If any amendment,waiver or consent is requested by the Borrower to be made to or under anyFinancing Document, the Borrower shall, within three (3) Business Days ofdemand, reimburse each Finance Party for the amount of all reasonable costs andexpenses (including but not limited to Professional Expenses) incurred by thatFinance Party in responding to, evaluating, negotiating or complying with, thatrequest.

18.3      **EnforcementCosts**

The Borrowershall, within ten (10) Business Days of demand, pay to each Finance Party theamount of all costs and expenses (including but not limited to ProfessionalExpenses) in connection with:

### (a)        the preservation of anyrights under any Financing Documents reasonably incurred by that Finance Party;and

### (b)        the enforcement of anyrights under any Financing Document incurred by that Finance Party.

## 18.4      **Limitation on Professional Expenses**

The Agents and theFacility Lenders shall consult with the Borrower on a regular basis withrespect to ongoing costs of Professional Advisers and other costs and expensespayable by the Borrower under this Agreement or the Commitment Letter (otherthan costs and expenses referred to in Clause 18.3(b)) and shall use reasonableendeavours to minimise such costs.

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**SECTION8**

**REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT**

19.       **Representations**

The Borrower makesthe representations and warranties set out in this Clause 19 to each FinanceParty that:

### (a)                        asat the date hereof and as at the date of Financial Close by reference to thefacts and circumstances then existing; and

### (b)                       inthe case of the Repeating Representations, on each Drawdown Date, by referenceto the facts and circumstances then existing,

each of the followingrepresentations and warranties is true and accurate, subject to (in the case ofClauses 19.3 (*Legal Validity*), 19.4 (*No Conflict*), 19.5 (*Validity and Admissibilityin Evidence*), 19.6, (*Governing Law andEnforcement and Immunity*), 19.7 (*Withholding Tax*),19.8 (*Stamp Duty*), 19.13 (*Consents*)and 19.14 (*Security Documents and Assets*) thequalifications of law (but not of fact) set out in the legal opinions referredto in paragraph II of Schedule 2 (*Conditions Precedent*).

19.1       **Status**

It is a *sociedad anónima* duly incorporated and validly existingunder Peruvian law.

19.2       **Power and Authority**

### (a)                        Ithas the power to enter into, perform and deliver, and has taken, fulfilled andperformed (or will effect when required in the case of any Transaction Documentto be entered into by the Borrower after the date hereof) all necessary actionto authorise its entry into, and performance and delivery of, the TransactionDocuments to which it is a party and the transactions contemplated therein.

### (b)                       Ithas all corporate and other power to own, operate or control its assets andconduct its business.

19.3       **Legal Validity**

The obligations expressedto be assumed by it in each Transaction Document are its legal, valid, bindingobligations enforceable in accordance with their terms.

19.4       **No Conflict**

The entry into, and performance by it of, and thetransactions contemplated by, the Transaction Documents do not and will notconflict with:

### (a)                        anyApplicable Law;

### (b)                       itsconstitutional documents; or

### (c)                        anyagreement or instrument binding upon it or any of its assets.

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19.5       **Validity and Admissibility in Evidence**

All Consentsrequired:

### (a)                        toenable it lawfully to enter into, exercise its rights and comply with itsobligations in the Transaction Documents to which it is a party; and

### (b)                       tomake the Transaction Documents to which it is a party admissible in evidence inits jurisdiction of incorporation,

have been obtained oreffected and are in full force and effect.

19.6       **Governing Law and Enforcement and Immunity**

### (a)                        Thechoice of Peruvian law or English law as the governing law of the TransactionDocuments will be recognised and enforced in Peru.

### (b)                       Anyjudgment obtained in England in relation to a Transaction Document will berecognised and enforced in Peru.

### (c)                        Thesubmissions to jurisdiction made by the Borrower in the Transaction Documentsare legal, valid and enforceable.

### (d)                       Itis acting in a commercial and private capacity and it will not be entitled toclaim for itself or any of its assets immunity (sovereign or otherwise) fromsuit, execution, attachment or other legal process in connection with anyproceedings taken in Peru in relation to any Transaction Document.

19.7       **Withholding Tax**

Under Peruvian Law as inforce on the date hereof, it is not required to make any deduction for or onaccount of Tax from any payment it may make under any Financing Document except(i) any income tax required by Peruvian Law to be withheld by the Borrower onany payment of interest, fees, commissions or any other amount considered to bea payment of interest by Peruvian Law; and (ii) any financial transactions tax(*impuesto a las transacciones financieras*)required to be charged to the Borrower on any payment made from an Account.

19.8       **Stamp Duty**

Under Peruvian Law as inforce on the date hereof, it is not necessary that any Transaction Documents befiled, recorded or enrolled with any court or other authority in thatjurisdiction or that any stamp, registration, notarial or similar Taxes or feesbe paid on or in relation to the Transaction Documents or the transactionscontemplated therein except (a) any such filing, recording or enrolling or anysuch tax or fee payable in relation to the Transaction Documents which will bemade or paid at or prior to Financial Close or which has not become due andpayable prior to Financial Close and (b) any such registrations and filingsrequired in accordance with Applicable Law in connection with theenforceability of and/or the creation and/or perfection of

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first-ranking prioritySecurity under each Security Document which will be made within the time limitscontemplated by this Agreement.

19.9       **No Default**

### No Default has occurred and is continuingunwaived or might reasonably be expected to result from the making of anyAdvance.

19.10     **No Misleading Information**

### (a)                        Tothe best of the Borrower’s knowledge, information and belief, any writtenfactual information contained in the Initial Mine Plan, the Feasibility Study,the Base Case and the Ore Reserve Report (the “**Relevant Reports**”):

(i)                          wastrue, complete and accurate in all material respects as at the date it wasissued or as at the date (if any) at which it is stated;

(ii)                       as at thedate of this Agreement remains true, complete and accurate in all materialrespects;

(iii)                    did not omitany material information which renders the Relevant Reports misleading or incorrectin any material respect;

save to the extent advised to the Facility Agent on orprior to the date of this Agreement;

### (b)                       Thefinancial projections contained in the Relevant Reports have been prepared ingood faith, on the basis of assumptions reasonable at the time they were made.

19.11     **Litigation**

Other than as disclosedto the Facility Agent in writing prior to the date on which this representationis deemed to be repeated, no investigation, litigation, arbitration oradministrative proceedings of or before any court, arbitral body or agencyinvolving it or the Project are current or pending or, to its knowledge andbelief, threatened, which are reasonably likely to be adversely determinedagainst it, and if so adversely determined, would have, individually or whentaken into consideration with any other facts or circumstances then inexistence, a Material Adverse Effect.

19.12     **Financial Statements and Material Adverse Change**

The Original FinancialStatements of the Borrower and the most recent unaudited Financial Statementsof the Borrower most recently delivered to the Facility Agent:

### (a)                        havebeen prepared in accordance with GAAP, consistently applied; and

### (b)                       fairlyrepresent the financial condition and operational results of the Borrower as atthe date on which they were prepared and for the period to which they relate,

and there has been nomaterial adverse change in the business, operations or condition (financial orotherwise) or prospects of the Borrower and no event or series of events

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has occurred, in eachcase which has or which might have a Material Adverse Effect, since the date towhich those Financial Statements were prepared.

19.13     **Consents**

### (a)                        Allmaterial Consents that are necessary to carry out all or any part of theProject in accordance with the Transaction Documents or Good Industry Practiceare listed in Schedule 9 (*Consents*).

### (b)                       AllConsents (other than those referred to in Clause 19.5 (*Validity andAdmissibility in Evidence*)) either:

(i)                          have, tothe extent necessary at the date this representation is made or repeated, beenobtained and are in full force and effect and have not been revoked orcancelled; or

(ii)                       have notbeen obtained, but the Borrower has no reason to believe that such Consentsshall not be obtained.

19.14     **Security Documents and Assets**

### (a)                        TheSecurity Interests created or expressed to be created under each of theSecurity Documents are (or will be) on the date of execution, or if later,registration of such Security Documents (where registration is required underApplicable Law to create or perfect such Security Interest), legal, valid andenforceable first ranking Security Interests, subject only to those SecurityInterests or claims which may be preferred by equitable principles andapplicable bankruptcy, insolvency, liquidation, reorganisation or similar lawsof general application affecting creditors’ rights generally.

### (b)                       Otherthan Permitted Security Interests and claims arising under law which aremandatorily preferred by law, no Security Interest exists over any of thepresent or future assets, rights or revenues of the Borrower.

### (c)                        Ithas good and marketable title to its assets, property and revenues over whichSecurity Interests are expressed to be created under the Security Documents.

19.15               **Other Business**

Other than (i) anyExploration Activities carried out by or on behalf of it in relation to theOther Concessions prior to the transfer of all or any of the Other Concessionsto JV Holdco or any Joint Venture Company; and (ii) its shareholding in JVHoldco and the exercise of any rights in relation thereto, it is not conductingany business or activities other than those associated with or necessarilyincidental to the acquisition, development, construction and operation of theProject or contemplated by or permitted pursuant to the Transaction Documents,and has not traded or otherwise carried on business unconnected to the Project.

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19.16               **No Breach**

To the best of theBorrower’s knowledge, no event or circumstance is outstanding or has occurred,individually or when taken into consideration with any other facts orcircumstance then in existence, (with the passage of time, the giving ofnotice, the making of any determination or any combination of the foregoing)which constitutes or may constitute a default under any agreement or instrumentwhich is binding on it or to which its assets are subject and which might havea Material Adverse Effect.

19.17     **Taxes**

It has filed or hascaused to be filed all tax returns that are required to be filed by it, and haspaid and discharged all Taxes due and payable from it or against its assetsother than taxes contested in good faith and by appropriate means and for whichadequate reserves have been established and maintained in accordance with GAAP.

19.18     **Absence of Obligations**

The Borrower has noFinancial Indebtedness or other material obligations (contingent or otherwise)save for Permitted Indebtedness or as otherwise contemplated by, or permittedpursuant to, the Transaction Documents.

19.19     **No Amendment**

The Borrower’sconstitutional documents have not been amended since the date of certificationof those provided pursuant to paragraph 1.1 of Schedule 2 (*Conditions Precedent*) save for any amendments permitted inaccordance with this Agreement.

19.20     **Subsidiaries**

### (a)                        Ithas no direct subsidiaries other than JV Holdco; and

### (b)                       JVHoldco has no subsidiaries other than any Joint Venture Company and does nothold shares in any other company.

19.21     **Transaction Documents**

### (a)                        Itis in compliance in all material respects with its respective obligations underthe Transaction Documents.

### (b)                       Tothe best of the Borrower’s knowledge, no event has occurred and no condition orcircumstance exists that could render any Transaction Document void,unenforceable or capable of revocation or rescission.

19.22     **Environmental Requirements**

### (a)                        Itis in compliance with the Equator Principles and, in all material respects, therequirements of the Environmental Management Plan.

### (b)                       Itis in compliance with the Environmental Permits and all applicableEnvironmental Laws, save where such non-compliance or potential non-compliancewould not have a Material Adverse Effect.

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### (c)                        Tothe best of its knowledge, information and belief, no Environmental Claim, hasbeen started, pending or is threatened against it which might reasonably beexpected to be decided against it and which, if adversely decided when takeninto consideration with other facts or circumstances then in existence, wouldhave a Material Adverse Effect.

19.23               **Intellectual Property**

It has available to itnow, or will at the time necessary for the business of the Project have, allmaterial intellectual property licences necessary for the Project (if any)including in relation to all patents, trade marks, service marks, designs,utility models, copyrights, design rights, licences, inventions, confidentialinformation, know–how and rights of like nature.

19.24               **Ownership of Borrower**

The Shareholder owns theInitial Ownership Interest.

19.25**   Site**

### (a)                        TheBorrower has, or will prior to the date when it is required have, the benefitof such interests in land as may be necessary to:

(i)                          provideall necessary access to the Site; and

(ii)                       provide allother rights in relation to the Site necessary to carry out and complete theProject, including the construction and (to the extent the Borrower is awareand to the extent available) operation of the Project,

in each case, freefrom all material Security Interests (other than Permitted Security Interests).

### (b)                       NoEvent of Loss or Condemnation has occurred in connection with the Site or otherassets of the Project which would have a Material Adverse Effect.

19.26               **Insurances**

All Insurances are orwill be in place when required by the terms of this Agreement and when in placeare in full force and effect and nothing has been done, suffered or omitted tobe done by the Borrower which would render any of such Insurance unenforceable,suspended, void or voidable, in whole or in a material part.

19.27               **Affiliates**

It has no agreements withits Affiliates save as (i) disclosed to the Facility Lenders in writing priorto the date of this Agreement or (ii) made on arms’ length terms andconditions.

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20.       **InformationUndertakings**

The undertakings in thisClause 20 remain in force from the date of this Agreement for so long as anyamount is outstanding under the Financing Documents or any Commitment is inforce.

20.1       **Financial Statements**

The Borrower shalldeliver or procure delivery to the Facility Agent in sufficient copies for allthe Facility Lenders:

### (a)                        assoon as the same become available, but in any event within 90 days after theend of each of its Financial Years, audited annual Financial Statements of theBorrower for that Financial Year, which shall be prepared on an unconsolidatedbasis;

### (b)                       assoon as the same become available, but in any event within 45 days after theend of each fiscal semi-annual period, the unaudited semi-annual FinancialStatements of the Borrower for that semi-annual period, which shall be preparedon an unconsolidated basis;

### (c)                        duringthe period prior to the Financial Completion Date, as soon as the same becomeavailable, but in any event within 120 days after the end of each of itsfinancial years, audited annual Financial Statements of the Guarantor for thatfinancial year; and

### (d)                       duringthe period prior to the Financial Completion Date, as soon as the same becomesavailable, but in any event within 60 days after the end of each quarterlyperiod, the unaudited quarterly Financial Statements of the Guarantor for thatquarterly period.

20.2                    **Compliance Certificate**

The Borrower shalldeliver or procure delivery to the Facility Agent, together with each set ofFinancial Statements delivered pursuant to Clause 20.1 (*FinancialStatements*), a Compliance Certificate signed by the Borrower’s chiefexecutive officer setting out (in reasonable detail) computations as tocompliance by the Borrower or the Guarantor with any financial ratios requiredto be complied with under the terms of the Financing Documents as at the dateto which those Financial Statements were drawn up, including, withoutlimitation, the DSCR for the twelve-month period ending on the date as at whichsuch Financial Statements were prepared (each such period, a “**Calculation Period**”).

20.3       **Requirements as to Financial Statements**

### (a)                        Eachset of Financial Statements delivered by the Borrower pursuant toClause 20.1 (*Financial Statements*) shall becertified by an authorised officer of the Borrower or the Guarantor, as thecase may be, as fairly representing the financial condition of such Persons asat the date to which those Financial Statements were drawn up.

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### (b)                       TheBorrower shall procure that each set of Financial Statements delivered pursuantto Clause 20.1 (*Financial Statements*) is preparedon an unconsolidated basis and inaccordance with GAAP, on a basis consistent with the Original FinancialStatements, unless, in relation to any set of Financial Statements, itnotifies the Facility Agent that there has been a change in GAAP, theaccounting practices or reference periods and, if such change affects theFinancial Statements of the Borrower, its auditors deliver to the FacilityAgent:

(i)                          adescription of any change necessary for those Financial Statements to reflectthe GAAP, accounting practices and reference periods upon which the previousFinancial Statements were prepared; and

(ii)                       sufficientinformation, in form and substance as may be reasonably required by theFacility Agent, to enable the Facility Lenders to determine whether therequisite financial ratios have been complied with and make an accuratecomparison between the financial position indicated in those FinancialStatements and the previous Financial Statements.

20.4                    **Construction Reports**

The Borrower shalldeliver to the Facility Agent (in an electronic form or in sufficient copiesfor each of the Facility Lenders) and the Independent Technical Consultant, nolater than sixty (60) days after the end of each financial quarter (commencingwith the quarter in which this Agreement is signed and ending on the FinancialCompletion Date), a quarterly construction progress report in relation to theProject (a “**Construction Report**”) setting outthe following:

### (a)                        a summary of the progress ofconstruction during that quarter including:

(i)                          asummary of actual progress during that quarter against planned progress,including a description of physical progress and expenditures during suchquarter;

(ii)                       details ofany matters which are likely to materially and adversely affect  the construction of the Project, includingmaterial variations in physical progress and total project costs; and

(iii)                    areas ofsignificant concern (if any) and the action being taken to resolve  any significant difficulties;

### (b)                       details of any event of *force majeure* under any Project Document which has occurred andaffected the performance by the parties of their obligations thereunder,including details of any mitigation of the effects thereof undertaken by theBorrower;

### (c)                        an analysis showing actualexpenditure by the Borrower in that quarter and accumulated through the end ofsuch quarter against the most recent Project Budget;

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### (d)                       all cost items under theConstruction Contracts in respect of which payment is due after the FinancialCompletion Date; and

### (e)                        a current forecast of thelikely date of the Financial Completion Date.

20.5       **Operating Reports**

### (a)                        The Borrower shall deliver tothe Facility Agent (in an electronic form or in sufficient copies for each ofthe Facility Lenders) no later than fifteen (15) days after the end of eachmonthly period from the date of commencement of operations to the FinancialCompletion Date, a monthly operating summary report (a “**Monthly Operating Report**”) prepared by theBorrower and signed by an authorised officer of the Borrower in respect of theProject during the last monthly period including a discussion of any adversedevelopments with respect thereto and including the Operating ReportInformation.

### (b)                       The Borrower shall deliver tothe Facility Agent (in an electronic form or in sufficient copies for each ofthe Facility Lenders) no later than sixty (60) days after the end of eachsemi-annual period following the Financial Completion Date, an operatingsummary report (a “**Semi-Annual OperatingReport**”) prepared by the Borrower and signed by an authorisedofficer of the Borrower in respect of the Project during the last semi-annualperiod including a discussion of any adverse developments with respect theretoand including the Operating Report Information.

### (c)                        The Borrower shall provideaccess and assistance to the Independent Technical Consultant in connectionwith the review set forth in Clause 20.5(d).

### (d)                       On an annual basis andadditionally upon the request of the Facility Agent if the Facility Agentreasonably believes that it has good cause to require such review, the IndependentTechnical Consultant will review the summaries prepared by the Borrowerpursuant to Clause 20.5(b) and prepare a report (an “**Independent Operating Report**”) for the Facility Lenders onsuch summaries and setting out the following:

(i)                          asummary of operations advised in the two (2) most recent Semi-Annual OperatingReports and in aggregate since the first such Semi-Annual Operating Report:

##### (A)             asummary of actual performance during that period against planned performance;

##### (B)               areport on the implementation of the Environmental Management Plan;

##### (C)               detailsof any matters which are likely to materially and adversely affect the Project;and

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##### (D)              areasof significant concern (if any) and the action being taken to resolve anysignificant difficulties;

(ii)                        details ofany event of *force majeure* under any ProjectDocument which has occurred, including details of any mitigation undertaken bythe Borrower; and

(iii)                     a summary ofthe actual operating expenditure incurred to date, the source of funding such costsand a comparison against the existing Operating Budget.

20.6                    **Mine Plan**

The Borrower shalldeliver to the Facility Agent (in an electronic form or in sufficient copiesfor each of the Facility Lenders), promptly after it is available, a copy ofany revision to the Initial Mine Plan.

20.7                    **Computer Model**

The Borrower shalldeliver to the Facility Agent an updated version of the Computer Model (i) notless than fifteen (15) days prior to the commencement of any Financial Year, toreflect the Mine Plan then in effect and the Project Budget and OperatingBudget for such Financial Year; and (ii) at any time upon the request of anyFacility Lender in connection with any revision to the Mine Plan.  Any updated version of the Computer Modeldelivered in connection with a revision to the Mine Plan shall reflect theBorrower’s current economic and operational assumptions for the Project.

20.8                    **Report Undertakings**

The Borrower undertakesin relation to each Construction Report delivered pursuant to Clause 20.4 (*Construction Reports*), each Operating Report deliveredpursuant to Clause 20.5 (*OperatingReports*) each revision to the Mine Plan delivered pursuant to Clause20.6 (*Mine Plan*) andeach updated version of the Computer Model delivered pursuant to Clause 20.7 (*Computer Model*) that, as at the date of delivery thereof:

### (a)                        allthe factual information set out therein will (or, to the extent thatinformation has been provided by others, to the best of its knowledge) be true,complete and accurate in all material respects and will be compiled in goodfaith; and

### (b)                       allprojections, forecasts, estimates and opinions made by it therein will becompiled on a reasonable basis.

20.9       **Project Budget**

### (a)                        TheBorrower shall deliver the Project Budget together with confirmation from theIndependent Technical Consultant as to the reasonableness of the constructionschedule and cost items (including contingency) set out therein, to theFacility Agent prior to Financial Close and thereafter, as soon as reasonablypracticable and in any event within sixty (60) days of the end of eachFinancial Year falling

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### afterFinancial Close until the Financial Completion Date, an updated (and amended ifnecessary) Project Budget.

### (b)                       TheProject Budget and each updated Project Budget shall set out:

(i)                          projectedconstruction schedule milestones agreed to by the Contractor (broken down intoline items);

(ii)                       projectedcosts anticipated to be incurred to achieve the Financial Completion Date; and

(iii)                     theanticipated (A) drawdown requirements of the Borrower in respect of theFacility and (B) issuance of Bonds by the Borrower.

20.10     **Operating Budgets**

### (a)                        TheBorrower shall, not less than thirty (30) days prior to the FinancialCompletion Date, deliver to the Facility Agent an initial operating budget inrespect of the Project for the period from the Financial Completion Date to thefifth anniversary of the Financial Completion Date (the “**Initial Operating Budget**”).

### (b)                       Withinsixty (60) days after the start of each subsequent Financial Year of the Borrowercommencing after the Financial Completion Date, the Borrower shall deliver tothe Facility Agent an annual operating budget in respect of the Project forthat Financial Year (the “**Annual OperatingBudget**”).

### (c)                        EachOperating Budget shall comprise an operating plan and an operating budget inrespect of the Project for the relevant period in a form consistent with thatof the Initial Operating Budget setting out, on an annual basis, theprojections of the Borrower (prepared in good faith) of the Operating Costs tobe incurred during the relevant Financial Year together with all technical andoperational assumptions relating thereto.

### (d)                       Ifan Annual Operating Budget or the Mine Plan as revised deviates from theInitial Operating Budget or the Initial Mine Plan (as applicable) in a mannerthat would have a Material Adverse Effect, the Facility Agent shall have theright, within sixty (60) days following receipt by it of such Annual OperatingBudget or revised Mine Plan, as the case may be, to (i) request for good faithnegotiations with the Borrower with a view to agreeing such Annual OperatingBudget or revised Mine Plan and/or (ii) request for the ITC to determine thereasonableness of the content of such Annual Operating Budget or revised MinePlan, as the case may be.

### (e)                        Ifthe Facility Agent and the Borrower are unable to agree such Annual OperatingBudget or revised Mine Plan, as the case may be, as described in paragraph(d)(i) above, within ten (10) Business Days from the date of commencement ofsuch negotiations, then the dispute shall be determined by an independentexpert of

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### appropriatequalifications and experience appointed by the Facility Agent and the Borrowerto act as an expert and any determination by such expert in respect of thedisputed Annual Operating Budget or revised Mine Plan, as the case may be,shall, in the absence of manifest error, be conclusive and binding on theparties.

20.11     **Notification and Information: Miscellaneous**

The Borrower shallpromptly upon becoming aware of the same inform and supply details to theFacility Agent (in an electronic form or in sufficient copies for all theFacility Lenders, if the Facility Agent so requests) of the following:

### (a)                        anylitigation, arbitration or administrative proceedings against the Borrowerwhich are current, threatened or pending, and which, if adversely determined,is likely to have a Material Adverse Effect;

### (b)                       anymaterial notices given or received by the Borrower pursuant to the ProjectDocuments;

### (c)                        anyInsurance claim made by the Borrower where the aggregate sum involved is inexcess of US$1,000,000;

### (d)                       anymaterial amendment, exercise of discretion or waiver, termination or materialsuspension or material breach in respect of the Project Documents, to theextent that such has or is likely to have a Material Adverse Effect;

### (e)                        anyprospective and actual change in the Shareholder ownership of the Borrower andchange to the Borrower’s constitutional documents;

### (f)                          allnotices of default under, non-availability, termination or non renewal of, orimposition of unusual or onerous conditions upon any Consent;

### (g)                       anyevent which could reasonably be expected to result in the revocation,withdrawal, cancellation, termination, suspension, forfeiture or variation ofany Consent, except where any such Consent is no longer required for theProject; and

### (h)                       suchfurther information regarding the financial condition, business and operationsof the Borrower, the Project or (if the Borrower holds any direct or indirectinterest in the Joint Venture) the Joint Venture or any Joint Venture Companyas any Finance Party (through the Facility Agent) may reasonably request.

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20.12     **JointVenture Information**

The Borrowershall, upon the reasonable request of the Facility Agent, supply the FacilityAgent with information in relation to Clauses 24.16 (*Liability inrelation to Joint Venture*) to 24.26 (*JointVenture Company or JV Holdco Insolvency Event*) (inclusive), in aform reasonably satisfactory to the Facility Agent.

20.13        **Notification of Default**

### (a)                        TheBorrower shall notify the Facility Agent of any Default (and the steps, if any,being taken to remedy it) promptly upon becoming aware of its occurrence.

### (b)                       Promptlyupon a request by the Facility Agent, the Borrower shall supply to the FacilityAgent a certificate signed by two (2) of its directors or senior officers onits behalf certifying that no Default is continuing (or if a Default iscontinuing, specifying the Default and the steps, if any, being taken to remedyit).

20.14**        Change ofFinancial Year**

The Borrower shall notifythe Facility Agent of any change to its Financial Year.

20.15**        Use ofWebsites**

### (a)                        TheBorrower may satisfy its obligation under this Agreement to deliver anyinformation in relation to those Facility Lenders (together the “**Website Facility Lenders**”) who accept thismethod of communication by posting this information onto an electronic websitedesignated by the Borrower and the Facility Agent (the “**Designated Website**”) if:

#### (i)                          theFacility Agent expressly agrees (after consultation with each of the FacilityLenders) that it will accept communication of the information by this method;

#### (ii)                       boththe Borrower and the Facility Agent are aware of the address of and anyrelevant password specifications for the Designated Website; and

#### (iii)                    theinformation is in a format previously agreed between the Borrower and theFacility Agent.

If any Facility Lender(in each case, a “**Paper Form Facility Lender**”)does not agree to the delivery of information electronically then the FacilityAgent shall notify the Borrower accordingly and the Borrower shall supply theinformation to the Facility Agent (in sufficient copies for each Paper FormFacility Lender) in paper form.  In anyevent the Borrower shall supply the Facility Agent with at least one copy inpaper form of any information required to be provided by it.

### (b)                       TheFacility Agent shall supply each Website Facility Lender with the address ofand any relevant password specifications for the Designated Website followingdesignation of that website by the Borrower and the Facility Agent.

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### (c)                        TheBorrower shall promptly upon becoming aware of its occurrence notify the FacilityAgent if:

#### (i)                          theDesignated Website cannot be accessed due to technical failure;

#### (ii)                       thepassword specifications for the Designated Website change;

#### (iii)                    anynew information which is required to be provided under this Agreement is postedonto the Designated Website;

#### (iv)                   anyexisting information which has been provided under this Agreement and postedonto the Designated Website is amended; or

#### (v)                      theBorrower becomes aware that the Designated Website or any information postedonto the Designated Website is or has been infected by any electronic virus orsimilar software.

If the Borrower notifiesthe Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, allinformation to be provided by the Borrower under this Agreement after the dateof that notice shall be supplied in paper form unless and until the FacilityAgent and each Website Facility Lender is satisfied that the circumstancesgiving rise to the notification are no longer continuing.

### (d)                       AnyWebsite Facility Lender may request, through the Facility Agent, one paper copyof any information required to be provided under this Agreement which is postedonto the Designated Website.  TheBorrower shall comply with any such request within ten (10) Business Days.

20.16**        “Know yourcustomer” checks**

### (a)                        If:

#### (i)                          theintroduction of or any change in (or in the interpretation, administration orapplication of) any law or regulation made after the date of this Agreement;

#### (ii)                       anychange in its status after the date of this Agreement;

#### (iii)                    anychange in its shareholding; and

#### (iv)                   aproposed assignment or transfer by a Finance Party of any of its rights andobligations under this Agreement to a party that is not a Finance Party priorto such assignment or transfer,

obliges a Finance Party(or, in the case of paragraph (iii) above, any prospective new Finance Party)to comply with “*know your customer*” or similaridentification procedures in circumstances where the necessary information isnot already available to it, the Borrower shall promptly upon the request ofthe Facility Agent supply, or procure the supply of, such documentation andother evidence as is 

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reasonably requested bythe Facility Agent (for itself or on behalf of any Finance Party or, in thecase of the event described in paragraph (iii) above, on behalf of anyprospective new Finance Party) in order for the relevant Finance Party or, inthe case of the event described in paragraph (iii) above, any prospective newFinance Party to carry out and be satisfied it has complied with all necessary “*know your customer*” or other similar checks under allapplicable laws and regulations pursuant to the transactions contemplated inthe Financing Documents.

### (b)                       EachFacility Lender shall promptly upon the request of the Facility Agent supply,or procure the supply of, such documentation and other evidence as isreasonably requested by the Facility Agent (for itself) in order for theFacility Agent to carry out and be satisfied it has complied with all necessary“*know your customer*” or other similar checksunder all applicable laws and regulations pursuant to the transactionscontemplated in the Financing Documents.

20.17**        FinancialCompletion Date**

### The Borrower shall notify the Facility Agentof the occurrence of the Financial Completion Date.

20.18**        EnvironmentalIssues**

The Borrower shallforthwith upon the receipt of any notice alleging that it is not in compliancewith any Environmental Law in any material respect or upon becoming aware thatthere exists any Environmental Claim pending, threatened or current against itwhich is likely to give rise to any material liability on the part of theBorrower:

### (a)                        provideto the Facility Agent details of the nature of such event and the action whichthe Borrower intends to take in response thereto together with, to the extentthat the same can be calculated, an estimate of the cost of such action; and

### (b)                       uponthe written request of the Facility Agent, submit to the Facility Agent atreasonable intervals a report providing an update of the situation resultingfrom such event.

21.**        POSITIVE COVENANTS**

The Borrower shall complywith the following covenants until the Discharge Date unless the Facility Agentacting on the instructions of the Majority Facility Lenders has otherwiseconsented in writing.

21.1**           Construction,Operation and Maintenance**

The Borrower shalldiligently construct or cause to be constructed the Project in accordance withthe Construction Contracts and repair, operate and maintain the assets of theProject and conduct the business of the Project (including but not limited tothe sale and marketing activities) and obligations, in each case, in accordancewith the Project Documents, Good Industry Practice, the Guidelines, theEnvironmental 

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Management Planrequirements (in all material respects), the requirements of the Insurances andthe Equator Principles.

21.2**           ObligationsUnder Project Documents**

The Borrower shall:

### (a)                        complywith, and perform, all of its obligations under each of the Project Documentsto the extent that failure to do so would have a Material Adverse Effect; and

### (b)                       maintainall land use and access rights and Material Concessions necessary tosuccessfully carry out, complete and operate the Project.

21.3**           Applicationof Proceeds**

The Borrower shall applythe proceeds of the Advances only for the purposes permitted under theFinancing Documents.

21.4           **Accounts and Application of Revenues**

### (a)                        TheBorrower shall open and maintain the Accounts in accordance with the terms ofthe Financing Documents.

### (b)                       TheBorrower shall procure that revenues of the Project are paid directly, orpromptly upon receipt by the Borrower, to the relevant Account and are appliedin accordance with the terms of the Financing Documents.

21.5**           Compliance**

### (a)                        TheBorrower shall comply with all Applicable Laws and all Consents to the extentthat failure to do so would have a Material Adverse Effect.

### (b)                       TheBorrower shall from time to time upon reasonable request of the Facility Agent,supply the Facility Agent with such information in a form satisfactory to theFacility Agent as it may require in relation to compliance by the Borrower withClause 21.1 (*Construction, Operation and Maintenance*)and Clause 21.5(a).

21.6**           Consents**

The Borrower shall obtainand do all that is necessary to maintain in full force and effect, all Consents(or procure that the Consents are obtained and so maintained), and make allfilings, notifications and notarisations, in any case, which at any time orfrom time to time are required:

### (a)                        forthe construction, operation and maintenance of the Project;

### (b)                       toenable it lawfully to enter into, exercise its rights under and perform andcomply with the obligations expressed to be assumed by it under each of theTransaction Documents to which it is expressed to be a party; and

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### (c)                        toensure the legality, validity, enforceability or admissibility in evidence ineach relevant jurisdiction of each of the Transaction Documents to which it isexpressed to be a party,

except where the failureto do so would not have a Material Adverse Effect, and, from time to time uponany reasonable request of the Facility Agent, supply the Facility Agent withevidence (in form and substance reasonably satisfactory to the Facility Agent)that all such Consents have been so obtained and maintained and all suchfilings, notifications and notarisations have been so made.

21.7**           Rankingof Obligations**

The Borrower shall ensurethat at all times the claims of the Finance Parties against it under each ofthe Financing Documents rank at least *paripassu* with the claims of all its unsecured and unsubordinatedcreditors, save those whose claims are preferred solely by any fiscal,bankruptcy, insolvency, liquidation or other similar laws of generalapplication.

21.8**           Property**

The Borrower shallmaintain good title to, or valid leasehold or other equivalent interest in itsproperty and assets (including but not limited to the Site, but excluding anysale or other disposal of assets expressly permitted by Clause 22.4 (*Disposals*)) where failure to do so would have a MaterialAdverse Effect.

21.9**           Taxes**

The Borrower shall file,or cause to be filed, all tax returns required to be filed by it and promptlypay all Taxes to which it is assessed liable as they fall due except to theextent it contests (in good faith and by appropriate means) its obligation topay any such Taxes where the Borrower may lawfully withhold payment of suchTaxes pending resolution of such dispute *provided**that* it has made adequate provision for the payment of thoseTaxes in accordance with GAAP.

21.10        **Corporate Existence**

The Borrower shall do, orcause to be done, all things necessary to preserve and keep in full force andeffect:

### (a)                        itscorporate existence, power and authority to conduct its business in the mannercontemplated in the Transaction Documents (in particular, to develop andoperate the Project) and all material rights arising as a consequence thereof;and

### (b)                       itsexisting corporate or business purposes without any material change.

21.11**        Subsidiaries**

The Borrower shall obtainthe consent of the Facility Agent prior to creating any subsidiaries other thanJV Holdco or any Joint Venture Company.

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21.12**        AccountingSystems**

### (a)                        TheBorrower shall install and maintain adequate accounting, managementinformation, cost control and accounting systems for the Project and maintainbooks of accounts and other records to give a true and fair view of thefinancial condition of the Borrower and the result of its operations inaccordance with GAAP.

### (b)                       TheBorrower shall employ one of the following internationally recognised firms ofindependent auditors licensed to practice in Peru:

#### (i)                          Deloitte& Touche;

#### (ii)                       KPMG;

#### (iii)                    PriceWaterhouseCoopers;

#### (iv)                   Ernst& Young; or

#### (v)                      suchother firm as the Majority Facility Lenders may agree,

to audit annually itsFinancial Statements and shall authorise such auditors to communicate directlywith the Facility Agent in relation to the Borrower’s accounts and operations.

21.13        **Insurances**

The Borrower shall:

### (a)                        effectand maintain or cause to be effected and maintained in full force and effect contractsand policies of Insurance and reinsurance as required under Schedule 8 (*Insurances*);

### (b)                       punctuallypay when due any premium and any other amount necessary for effecting andmaintaining in force each Insurance;

### (c)                        effectall other insurances which may be required from time to time by Applicable Law;and

### (d)                       useits reasonable endeavours to procure that the portions of all policies ofinsurance required to be effected in accordance with the terms of the ContractMining Agreement Supplemental Agreement shall contain terms and conditionsreasonably acceptable to the Facility Agent.

21.14**        Access forInspection**

The Borrower shall permiteach of the Mandated Lead Arrangers, the Facility Agent, the IndependentTechnical Consultant and the Insurance Adviser and their authorisedrepresentatives reasonable access, upon request and reasonable notice, toinspect the construction, commissioning and operation of the Project andrelated technical data, data books and records and co-operate with such Personsto enable them to prepare their 

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reports, *provided that*, so long as there is no Default, the Borrowershall be under no obligation to grant such access more often than once eachquarter prior to the Financial Completion Date and once in any calendar yearthereafter.

21.15**        Revenuesfrom Offshore Entities**

### The Borrower shall ensure at all times thatmore than 80% of its revenues in any Financial Year (excluding any revenuesassociated with the Joint Venture) is generated from offshore entities.

21.16        **Concentrate Sale Agreements**

The Borrower shall, atall times from and after the Financial Completion Date, ensure that itmaintains Concentrate Sale Agreements for greater than 80% of the Concentratescheduled to be produced in the next twelve (12) Months on a rolling basis.

21.17**        JV Account**

### (a)                        TheBorrower may procure that:

#### (i)                          theproceeds of equity and shareholder loans made available to the Borrower (whichare not Shareholder Contributions); and

#### (ii)                       anydividend, return of capital or other payment or distribution in respect of anyshare in JV Holdco (including the repurchase, redemption or retirement thereof)or any payment by JV Holdco in respect of any shareholder loan made by theBorrower to JV Holdco or any other payment of whatever nature made by JV Holdcoto the Borrower,

are paid into any JVAccount.

### (b)                       Subjectto paragraph (a)(i), the Borrower may apply amounts standing to the credit ofany JV Account to make payments (including, but not limited to, RestrictedPayments) to any person or to subscribe for shares in or make shareholder loansto JV Holdco.

22.**        NEGATIVE COVENANTS**

22.1**           NegativePledge**

The Borrower shall notcreate, grant, extend or permit to subsist any encumbrance over all or any ofits present or future revenues or assets other than a Permitted SecurityInterest.

22.2**           NoLiquidation or Merger**

The Borrower shall not,without the Facility Agent’s consent, voluntarily enter into liquidation ordissolution, any scheme of arrangement or analogous arrangement in relation toany of its Creditors or any proceeding under the *Ley Generaldel Sistema Concursal* or any law which may replace it from time totime, or enter into any de-merger, merger, reorganisation, amalgamation orconsolidation with any other person, other than the Merger.

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22.3**           Loans andGuarantees**

The Borrower shall notmake any loans, grant any credit, enter into any investment or give anyguarantee or indemnity (except as required by the Financing Documents) to orfor the benefit of any person or otherwise voluntarily assume any liability,whether actual or contingent, in respect of any obligation of any person otherthan those:

### (a)                        contemplatedby the Project Documents;

### (b)                       inan aggregate amount from time to time of not more than US$1,000,000 (or itsequivalent from time to time in other currencies);

### (c)                        byway of trade credit in the ordinary course of the Borrower’s business; or

### (d)                       comprisingsubscriptions for shares in and/or shareholder loans to JV Holdco funded solelyfrom amounts standing to the credit of the Borrower in any JV Account.

22.4**           Disposals**

The Borrower shall notsell, lease or hire out, transfer, discount, factor, assign or otherwisedispose of, lend or cease to exercise control over, by one or more transactionsor series of transactions (whether related or not), the whole or anysubstantial part of its revenues or assets other than:

### (a)                        salesor other disposals in the ordinary course of business;

### (b)                       salesor other disposals of any worn out or obsolete assets which have been replacedby assets of the same or greater value;

### (c)                        salesor other disposals of any or all of the Other Concessions to (i) JV Holdco orany Joint Venture Company or (ii) to any person (other than JV Holdco and anyJoint Venture Company) on arms’ length terms;

### (d)                       salesor other disposals of Concentrates or Mineralised Oxide;

### (e)                        anysale or other disposal of any JV Asset; or

### (f)                          anysuch sale or other disposals not in excess of US$1,000,000 in aggregate in anycalendar year or otherwise which would not be expected to have a MaterialAdverse Effect.

22.5**           No JointVenture or Interests of Other Persons**

The Borrower shall notenter into any joint venture, partnership, profit sharing, royalty or analogousarrangement in relation to the Project or otherwise whereby any income orprofits are, or might be, shared with any other person and shall not form oracquire any interest (whether by shareholding, partnership or otherwise) in anyother person (other than JV Holdco or any Joint Venture Company) except as maybe required by Applicable Law provided that, for greater certainty, nothing inthis clause shall be taken to (i) restrict the Borrower from carrying out orentering into any agreement in 

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connection with anyExploration Activities in relation to any or all of the Other Concessions priorto the transfer of any or all of the Other Concessions to JV Holdco; (ii)restrict the Borrower from acquiring or holding the JV Assets or fromexercising its rights as a shareholder of JV Holdco; or (iii) restrict JVHoldco from entering into the Joint Venture Agreement or from acquiring orholding any interest in any Joint Venture Company.

22.6**           ShareCapital**

### (a)                        TheBorrower shall not without the prior written consent of the Facility Agent:

#### (i)                          repurchase,cancel, redeem or otherwise reduce any of its share capital (other than byapplication of any Restricted Payments permitted hereunder);

#### (ii)                       issueany new shares if such issuance would result in any dilution of the interest ofthe Shareholder in the Borrower;

#### (iii)                    alterthe nature of, nor any rights attaching to, any of its shares; or

#### (iv)                   withoutprejudice to the Shareholder’s right to transfer Shares in compliance with theSponsor Support Agreement, take any action which would result in any reductionin the interest of the Shareholder in the Borrower below the Initial OwnershipInterest,

other than, in each case,as may be necessary to effect the Merger.

### (b)                       TheBorrower shall not make, agree to, or permit any amendment to, variation orwaiver of any of the terms of the Sponsor Support Agreement.

22.7           **Amendment of Constitutional Documents**

The Borrower shall notagree to or permit any amendment to, variation or waiver in a material mannerof any of the terms or conditions, or scope, of its constitutional documents(or propose any resolution for any such amendment, variation or waiver) save asmay be required by Applicable Law or to effect the Merger.

22.8           **Contracts**

The Borrower shall notenter into contracts or agreements that impose material obligations on theBorrower other than those:

### (a)                        contemplatedby or permitted under the Transaction Documents (including but not limited todocumentation relating to the Bonds and contracts or agreements required toeffect development expenditures permitted by the Transaction Documents);

### (b)                       enteredinto in the ordinary course of business of the Borrower, on arm’s lengthcommercial terms and which would not reasonably be expected to have a MaterialAdverse Effect;

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### (c)                        enteredinto for the disposal of the output of the Project unless such contracts oragreements (i) would reasonably be expected to have a Material Adverse Effectand/or (ii) have not been entered into by the Borrower in order to comply withits obligations under the Financing Documents and/or (iii) would be contrary tothe then current market practice applicable to sales or purchase contracts ofsimilar duration;

### (d)                       enteredinto (i) to dispose of the JV Assets or any or all of the Other Concessionsand/or (ii) in connection with any Exploration Activities in relation to any orall of the Other Concessions prior to the transfer of any or all of the OtherConcessions to JV Holdco or any Joint Venture Company, in each case, unless theBorrower would incur any material liability under such contracts or agreementsor the entrance into such contracts or agreements would reasonably be expectedto have a Material Adverse Effect; or

### (e)                        approvedby the Facility Agent.

22.9           **Change in Counterparties**

The Borrower shall notagree to or permit any assignment, novation or transfer of any of the rightsand/or obligations of any Person under any Project Document to which it is aparty other than pursuant to the Security Documents.

22.10        **Further Financial Indebtedness**

The Borrower shall notcreate, permit to subsist or have outstanding any Financial Indebtedness exceptPermitted Indebtedness.

22.11        **Change of Business**

The Borrower shall notcarry on any business or activity other than as contemplated by the Project orany Financing Document provided that, for greater certainty, nothing in thisclause shall be taken to (i) restrict the Borrower from carrying out orentering into any agreement in connection with any Exploration Activities inrelation to any or all of the Other Concessions prior to the transfer of any orall of the Other Concessions to JV Holdco or any Joint Venture Company; (ii) restrictthe Borrower from acquiring or holding the JV Assets or from exercising itsrights as a shareholder of JV Holdco; or (iii) restrict JV Holdco from enteringinto the Joint Venture Agreement or from acquiring or holding any interest inany Joint Venture Company

22.12        **Shareholder or Affiliate Transaction**

Other than in respect ofthe funding of JV Holdco from any JV Account, the Borrower shall not enter intoany transaction with the Shareholder or any of its Affiliates on terms lessfavourable to the Borrower than if such transaction had been entered on an arms’length basis with an unrelated party.

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22.13        **Immunity**

The Borrower shall not inany proceedings in Peru or in any other jurisdiction in relation to anyFinancing Document, claim or seek in any way to claim, for itself or any of itsassets, immunity from execution, attachment or other similar legal process.

22.14        **Project Documents**

The Borrower shall not,except with the prior written consent of the Facility Agent, waive a rightunder or amend, terminate or assign or exercise any rights under any ProjectDocuments in a manner which would reasonably be expected to have a MaterialAdverse Effect.

22.15        **Construction Contracts**

The Borrower shall not,except (a) where the Borrower is contractually obliged to do so or (b) with theprior written consent of the Facility Agent, give instructions for or agree anyvariation or amendment to any part of the Construction Contracts unless suchimplementation would not or would not be likely to (i) adversely affect theoverall facility production capacity, the standards of safety of operation orreliability of the Project or (ii) have a Material Adverse Effect.

22.16        **Transfers to Distributions Account**

The Borrower shall not make any transfer of funds intothe Distributions Account unless the following conditions are met:

### (a)                        noDefault has occurred and is continuing;

### (b)                       theFinancial Completion Date has occurred;

### (c)                        aftergiving effect to such transfer, the credit balance on the Debt Service ReserveAccount shall not be less than the DSRA Required Balance; and

### (d)                       theDSCR calculated as of the end of the most recent Calculation Period as set outin each Compliance Certificate in accordance with Clause 20.2 (*Compliance Certificate*) exceeds 1.25:1,

*provided that*,if the DSCR calculated as of the end of the most recent Calculation Period isless than 1.35:1, the Borrower shall prepay the Facility in the amount set outin Clause 8.5 (*Mandatory Prepayment on Restricted Payments*).

22.17        **Deposits**

The Borrower shall notmake or agree to make any deposits with, any person or maintain any bankaccount other than:

### (a)                        theAccounts and any JV Account;

### (b)                       inconnection with any working capital facility provided by way of overdraft; or

### (c)                        otherwisepursuant to the Financing Documents.

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22.18        **Investments**

The Borrower shall not,without the prior written consent of the Facility Agent, acquire or subscribefor any share or other capital of any corporate body or other investments apartfrom (i) Authorised Investments; (ii) those made in connection with the Merger;or (iii) subscriptions for shares in the capital of, or shareholder loans to,JV Holdco made with funds standing to the credit of the Borrower from time totime in any JV Account.

22.19        **Speculative Hedging**

The Borrower shall notenter into any Hedging Agreements that are (a) of a speculative nature or (b)not with reputable counterparties.

22.20        **Environmental Management Plan**

The Borrower shall notifythe Facility Agent of any amendment to the Environmental Management Plan.

23.        **SECURITYINTERESTS**

23.1           **Further Assurance**

### (a)                        TheBorrower shall, at all times on or before the Discharge Date, at its own cost,do any act, make any filing or registration or sign, seal, execute and/ordeliver such mortgages, charges, transfers, assignments, securities, deeds,instruments or other documents as in each case the Facility Agent shallstipulate (acting reasonably) in such form as the Facility Agent may requireto:

#### (i)                          perfectand protect the security intended to be conferred on the Offshore SecurityTrustee or the Onshore Security Agent, as the case may be, by the SecurityDocuments (for avoidance of doubt, excluding any Permitted Security Interest ofthe Borrower) with the first priority ranking thereof;

#### (ii)                       (saveas otherwise provided herein or therein) maintain the Security Intereststhereby intended to be created or the first priority ranking thereof;

#### (iii)                    create,perfect or protect any Security Interest which it may, or may be required to,create in connection with any of the Financing Documents;

#### (iv)                   ensurethat each of the Security Interests constituted by or pursuant to the SecurityDocuments secures all of the Liabilities; and/or

#### (v)                      ifa successor Account Bank is nominated pursuant to the Accounts ManagementAgreement, create and perfect a first fixed security interest in favour of theOffshore Security Trustee or the Onshore Security Agent, as the case may be,over all of the Borrower’s right, title and interest in, and rights and claimsin relation to, any monies at any time standing to the credit of any account inthe name of the Borrower opened on thebooks of that successor Account Bank (other than any JV Account if held at thatAccount Bank).

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## 23.2           **Creation of New Security**

The Borrower shall updateits fixed asset register promptly on the acquisition of any material asset orgroup of assets and otherwise shall update its fixed asset register no lessfrequently than once a year.  If at anytime any assets or group of assets (apart from the assets subject to anyPermitted Security Interest of the Borrower or any JV Assets) registered in theBorrower’s fixed asset register is not subject to first priority rankingsecurity interest in favour of the Offshore Security Trustee or the OnshoreSecurity Agent, as the case may be, the Borrower shall at its own cost createsuch first priority ranking security interest over such assets in a mannersatisfactory to the Facility Agent, *provided that*the Borrower shall not be required to create Security Interests pursuant tothis Clause more often than once a year unless the value of any such singleasset exceeds US$1,000,000 in which case the Borrower shall create a firstranking priority security interest over such asset within ninety (90) daysfollowing its acquisition.

# 24.        **EVENTS OFDEFAULT**

## 24.1           **Failure to Pay Scheduled Amounts**

The Borrower fails tofulfil any scheduled payment obligation due from it under any of the FinancingDocuments unless:

### (a)        suchfailure is due solely to technical or administrative delays in the transmissionof funds outside the control of the Borrower; and

### (b)        therelevant amount is paid in full within five (5) Business Days of its due date.

## 24.2           **Failure to Pay Unscheduled Amounts**

The Borrower fails tofulfil any unscheduled payment obligation due from it under any of theFinancing Documents unless:

### (a)        suchfailure is due solely to technical or administrative delays in the transmissionof funds outside the control of the Borrower; and

### (b)        therelevant amount is paid in full within thirty (30) days of its due date.

## 24.3           **Misrepresentation**

Any representation orwarranty made or deemed to be repeated by each Obligor in any FinancingDocuments or any certificate issued pursuant thereto or in connection therewithis incorrect in a material respect when made or repeated unless thecircumstances or events giving rise to such incorrectness are capable of remedyand are remedied within sixty (60) days of the Borrower receiving writtennotice from the Facility Agent to do so.

## 24.4           **Breach of Financing Documents**

The Borrower fails toperform or comply in a material respect with its obligations under theFinancing Documents to which it is a party (apart from as referred to inClauses 24.1

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and 24.2) unless suchfailure is capable of remedy and is remedied within sixty (60) days of theBorrower receiving written notice from the Facility Agent of such failure.

## 24.5           **Breach of Sponsor Support Agreement**

The Guarantor or theShareholder fails to perform or comply with any obligation assumed by it in theSponsor Support Agreement within ten (10) days in case of a payment obligation,or within sixty (60) days in the case of a non-payment obligation, of theGuarantor or the Shareholder, as the case may be, receiving written notice fromthe Facility Agent of such failure.

## 24.6           **Termination of Financing Documents**

At any time any of theFinancing Documents (other than any Direct Agreement that has been replacedwithin a period of sixty (60) days from its termination or becoming invalid orillegal or otherwise ceasing to be in full force and effect, on substantiallysimilar terms) or any of their material provisions:

### (a)        isterminated (other than termination in accordance with the terms thereoffollowing discharge of all obligations or liabilities thereunder which, foravoidance of doubt, does not include termination as a result of any defaultunder any such agreements); or

### (b)        becomesinvalid or illegal or otherwise cease to be in full force and effect.

## 24.7           **Termination of Project Documents**

At any time any of theProject Documents or any of their material provisions:

### (a)        isterminated (other than termination in accordance with the terms thereinfollowing discharge of all obligations or liabilities thereunder, which, forthe avoidance of doubt, does not include termination as a result of any defaultunder any such agreements); and

### (b)        becomeinvalid or illegal or otherwise cease to be in full force and effect,

(each, a “**Termination Event**”) *provided that*an Event of Default shall only occur pursuant to this Clause 24.7 if theTermination Event does, or would reasonably be expected to, result in aMaterial Adverse Effect (taking into account when making such determination ofa Material Adverse Effect (i) the damages that it is reasonable for theBorrower to determine will be received within a reasonable period of timefollowing such Termination Event including, without limitation, the financialand credit status of the counterparty and whether such damages are in disputeunder the relevant Project Document and (ii) the terms of any replacementProject Document, *provided that* such replacementProject Document is entered into within ninety (90) days of the TerminationEvent on terms and conditions acceptable to the Facility Agent).

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## 24.8           **Cross Default**

### (a)        AnyFinancial Indebtedness of the Borrower (other than financial indebtedness underthe Financing Documents or financial indebtedness which has been subordinatedto the obligations of the Borrower under the Financing Documents), in an amountin excess of US$5,000,000 (or its equivalent in other currencies) in aggregateis not paid when due (after giving effect to any applicable grace period) or isaccelerated.

### (b)        Atany time prior to the Financial Completion Date, any Financial Indebtedness ofthe Guarantor in an amount in excess of US$50,000,000 (or its equivalent in theother currencies) is accelerated or placed on demand.

## 24.9           **Security Interests**

Except as otherwiseprovided in Clause 24.6 (*Termination of FinancingDocuments*), any Security Interest constituted by any SecurityDocument at any time:

### (a)        ceasesto be valid or enforceable; or

### (b)        doesnot or ceases to confer in a material respect the Security it purports tocreate; or

### (c)        ceasesto be a valid and perfected first ranking priority Security Interest, which isnot subject to any prior or *pari passu*Security Interests, save for any Permitted Security Interests,

in each case other thanas a result of a matter or circumstance indicated in any legal opinionsdelivered by the Borrower to the Facility Agent pursuant to Clause 4.1 (*Conditions Precedent to Financial Close*) or, if later, atthe time of entering into such Security Documents, *providedthat* no Event of Default shall occur pursuant to this Clause 24.9 ifsuch event arises in relation to security over any asset by reason of any eventor circumstance which cannot be attributed to fault on the part of the Borrowerand which is remedied to the satisfaction of the Facility Agent (acting on theinstructions of the Majority Facility Lenders) within sixty (60) days of theBorrower becoming aware, or receiving notice from the Facility Agent, of thatevent or circumstance.

## 24.10        **Insolvency Event**

Any Insolvency Event(other than solvent reorganisations that have the approval of the FacilityAgent acting on the instruction of the Majority Facility Lenders) occurs inrelation to the Borrower or the Shareholder (or, prior to the FinancialCompletion Date, the Guarantor), *provided that*noEvent of Default shall occur pursuant to this Clause 24.10 where theobligations of the Guarantor under the Sponsor Support Agreement are, prior tothe expiry of the relevant cure period, unconditionally assumed by any otherperson(s) to the reasonable satisfaction of the Facility Agent (acting on theinstruction of the Facility Lenders).

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## 24.11        **Long-stop Date**

The Financial CompletionDate has not occurred by the date falling four (4) years after the date of thisAgreement.

## 24.12        **Abandonment**

Abandonment of all orsubstantially all of the Project.

## 24.13        **Political Force Majeure**

An Event of PoliticalForce Majeure occurs and is not remedied within one hundred and eighty (180)days of receiving notice from the Facility Agent.

## 24.14        **Revocation of Consents**

Any Consent is revoked ornot renewed and such revocation or non-renewal has or could reasonably beexpected to have a Material Adverse Effect.

## 24.15        **Security Registration**

All registrations andfilings required in accordance with Applicable Law in connection with theenforceability of and/or the creation and/or perfection of first-rankingpriority Security under each Security Document have not been effected within120 days after the date of such Security Document.

## 24.16        **Liability in relation to Joint Venture**

The Borrower incurs anyliability of whatever nature (other than in respect of any Subordinated Loan)as a result of the existence or activities of JV Holdco or any Joint VentureCompany or otherwise in connection with the Joint Venture (including as aresult of the introduction of or any change in (or in the judicialinterpretation, administration or application of) any JV Applicable Law madeafter the date of this Agreement), unless:

### (a)        theBorrower provides an indemnity in favour of the Finance Parties from anAcceptable GFL Entity in respect of any such liability within ten (10) BusinessDays of the date on which such liability arises; or

### (b)        theShareholder and/or the Borrower take such steps as may be necessary toeliminate any such liability of the Borrower within ten (10) Business Days ofthe date on which such liability arises,

in each case on suchbasis as may be acceptable to the Facility Lenders (acting reasonably).

## 24.17        **Operation of Joint Venture**

Any Joint Venture Companyfails, in any material respect, to conduct its business in accordance with goodindustry practice and the Equator Principles and the requirements of itsinsurances (if any), unless such failure is capable of remedy and is remediedwithin five (5) Business Days of its occurrence

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## 24.18        **Compliance by Joint Venture Companies**

### JV Holdco or any Joint Venture Company failsto comply with any JV Applicable Law or JV Consent in any material respectunless such failure is capable of remedy and is remedied within five (5)Business Days of its occurrence.

## 24.19        **Joint Venture Consents**

### Either JV Holdco or any Joint Venture Companyfails to obtain and do all that is necessary to maintain in full force andeffect, all material JV Consents (or procure that the material JV Consents areobtained and so maintained) and make all filings, notifications andnotarisations which at any time or from time to time are required for theoperation of the Joint Venture, unless such failure is capable of remedy and isremedied within five (5) Business Days of its occurrence.

## 24.20        **Joint Venture Taxes**

Either JV Holdco or anyJoint Venture Company fails to file, or cause to be filed, all tax returnsrequired to be filed by it and promptly pay all Taxes to which it is assessedliable as they fall due except to the extent it contests (in good faith and byappropriate means) its obligation to pay any such Taxes where JV Holdco or anysuch Joint Venture Company (as the case may be) may lawfully withhold paymentof such Taxes pending resolution of such dispute unless such failure is capableof remedy and is remedied within five (5) Business Days of its occurrence.

## 24.21        **Joint Venture Change of Business**

### (a)        JVHoldco trades, carries on any business, owns any assets or incurs anyliabilities other than:

#### (i)         theownership of shares in the capital of or the provision of shareholder loans toany Joint Venture Company and the exercise of its rights as shareholder andlender in connection therewith or the funding of any Joint Venture Company byway of cash or cash-equivalent investments or any right to any royalty, netsmelter return or similar right or interest in respect of the Joint VentureCompany; or

#### (ii)        anyliabilities and other obligations incurred by JV Holdco under the Joint VentureAgreement or in connection with any sale of its shares or other interests inany Joint Venture Company.

### (b)        AnyJoint Venture Company trades, carries on any business, owns any assets orincurs any liabilities other than in connection with the Joint Venture.

## 24.22        **Joint Venture Management**

### (a)        TheBorrower provides, or enters into any agreement to provide, any management oradministrative services to JV Holdco or any Joint Venture Company.

### (b)        JVHoldco provides or enters into any agreement to provide any management oradministrative services to any Joint Venture Company.

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### (c)        TheBorrower’s management personnel performs any management or administrativeservices for JV Holdco or any Joint Venture Company.

### (d)        JVHoldco’s management personnel performs any management or administrativeservices for any Joint Venture Company.

## 24.23        **Joint Venture Guarantees**

### (a)        JVHoldco gives any guarantee or indemnity or provides any other form of creditenhancement to or for the benefit of any person or otherwise voluntarilyassumes any liability, whether actual or contingent, in respect of anyobligation of any person.

### (b)        Anyguarantor or provider of an indemnity or other form of credit enhancement inrespect of any liability or obligation of JV Holdco in connection with theJoint Venture fails to waive any right of subrogation it may have against JVHoldco (if any).

## 24.24        **Joint Venture Shareholdings**

### (a)        TheBorrower ceases to hold 100% of the voting shares in JV Holdco unless theBorrower has disposed of all of its shares in JV Holdco in accordance withClause 22.4(e).

### (b)        JVHoldco ceases to hold or exercise control over at least 50% of the votingshares in any Joint Venture Company unless:

#### (i)         JVHoldco has disposed of all of its shares in any such Joint Venture Company; or

#### (ii)        suchcircumstance is remedied within thirty (30) days of its occurrence.

## 24.25        **Scope of Joint Venture Company Activities**

Any Joint Venture Companyundertakes any activity or business other than Mineral Exploration.

## 24.26        **Joint Venture Company or JV Holdco Insolvency Event**

### Any Insolvency Event occurs in relation to JVHoldco or any Joint Venture Company (other than a solvent reorganisation orwinding-up which does not result in the Borrower or, as the case may be, JVHoldco incurring or assuming any liability or other obligation, whether actualor contingent).

## 24.27        **Disposal of Joint Venture**

### No Event of Default shall occur pursuant toClauses 24.16 (*Liability in relation to Joint Venture)*to 24.26 (*Joint Venture Company or JV Holdco Insolvency Event*)above if the Borrower has disposed of all its shares and interest in JV Holdcoor JV Holdco has disposed of all its shares and interest in any Joint VentureCompany such that the Borrower no longer has any indirect interest of anynature in any Joint Venture Company and the Joint Venture, provided that, forgreater certainty and upon any such

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### disposal, nothing in this Agreement shall betaken to prevent the Borrower or JV Holdco from benefiting from any royalty,net smelter return or similar right or interest.

## 25.        **REMEDIES FOLLOWING DEFAULT**

## 25.1           **Remedies Following Default**

At any time and from timeto time after the occurrence of an Event of Default and while the same iscontinuing, without prejudice to any of its other rights under any FinancingDocument or otherwise, the Facility Agent may, and shall, if so instructed bythe Majority Facility Lenders:

### (a)        issuea notice to the Borrower declaring the Available Commitments to be cancelled,whereupon they shall be so cancelled, the Available Commitments of eachFacility Lender shall be reduced to zero and no further drawings shall berequested or made under the Facility; and/or

### (b)        issuea notice to the Borrower declaring all or any part of the Facility, accruedinterest thereon, any fees and any other amounts payable under the FinancingDocuments to be immediately due and payable (or due and payable on demand or onsuch dates as the Facility Agent may specify) whereupon they shall become sodue and payable; and/or

### (c)        issuea notice to the Borrower declaring that all or any of the security constitutedby the Security Documents has become enforceable and that any of the rights ofthe Finance Parties under the Security Documents may be exercised and issuenotices to the Offshore Security Trustee or the Onshore Security Agent, asapplicable, instructing them to enforce all or part of the security constitutedby the Security Documents and to the Account Banks instructing them to blockthe Accounts and to apply all monies on deposit in any Account to thesatisfaction of amounts outstanding under the Financing Documents; and/or

### (d)        cureany default under any of the Project Documents by exercising rights under anyDirect Agreement; and/or

### (e)        set–offand apply all monies on deposit in any Account to the satisfaction of theamounts outstanding under the Financing Documents; and/or

### (f)         exerciseany rights available to it under the Accounts Management Agreement and/or theMaster Security and Intercreditor Deed,

*provided that*at any time following the exercise of rights under this Clause 25 by any Agent,any question as to the manner in which a Security Interest is enforced shall bedetermined by the Majority Facility Lenders.

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## 25.2           **No Independent Action**

None of the FinanceParties nor any person acting for or appointed by any of them may, except withthe prior consent of the Majority Facility Lenders as otherwise provided inthis Agreement:

### (a)        enforceany Security Interest created or evidenced by any Security Document or requireany Agent to enforce any such Security Interest; or

### (b)        suefor, or institute any creditor’s process (including a freezing order,garnishment, execution or levy, whether before or after judgment) against theBorrower in respect of any obligation (whether or not for the payment of money)owing to it under or in respect of any Financing Document; or

### (c)        takeany step (including petition, application, notice of meeting or proposal tocreditors) for the winding-up or administration of, or any insolvencyproceeding, voluntary arrangement or scheme of arrangement in relation to theBorrower; or

### (d)        applyfor any order for an injunction or specific performance in respect of theBorrower in relation to any of the Financing Documents.

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**SECTION9CHANGES TO PARTIES**

## 26.**                       CHANGES TOTHE FACILITY LENDERS**

## 26.1                 **Assignments and transfers by the Facility Lenders**

Subject to thisClause 26, a Facility Lender (the “**Existing Facility Lender**”)may:

### (a)                        assign anyof its rights; or

### (b)                       transfer bynovation any of its rights and obligations,

under any FinancingDocument to any of the following (the “**New Facility Lender**”):

(i)                              anotherbank or financial institution; or

(ii)                        atrust, fund or other entity which is regularly engaged in or established for thepurpose of making, purchasing or investing in loans, securities or otherfinancial assets; or

(iii)                     the Shareholder purchasing theFacility following issuance of an enforcement notice under Clause 25.1 (*Remedies Following Default*) upon which each Facility Lenderwill transfer to the Shareholder its rights and obligations in relation to theFacility for full payment by the Shareholder of all outstanding amounts due andpayable under the Facility (the “**Buy-out Option**”)in accordance with Clause 5 of the Sponsor Support Agreement.

26.2                 **Conditions of assignment or transfer**

### (a)                        AnExisting Facility Lender shall obtain the consent of the Borrower prior tomaking an assignment or transfer in accordance with Clause 26.1 (*Assignments and transfers by the Facility Lenders*) unlessthe assignment or transfer is:

#### (i)                             toanother Facility Lender or an Affiliate of a Facility Lender;

#### (ii)                          to theShareholder exercising its Buy-out Option; or

#### (iii)                       made at atime when an Event of Default is continuing.

Such consent of the Borrowerto an assignment or transfer shall not be unreasonably withheld or delayed andshall be deemed to be given, if the Borrower raises no objections, within ten(10) Business Days of the Borrower receiving written notice of such assignmentor transfer from the Facility Agent.

### (b)                       Anassignment or transfer will only be effective:

#### (i)                             onreceipt by the Facility Agent of written confirmation from the New FacilityLender (in form and substance satisfactory to the Facility Agent) that the NewFacility Lender will assume the same obligations to the other

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#### Finance Parties as it would have been underif it was an Original Facility Lender and in the case of the Shareholderexercising its Buy-out Option, in addition to the foregoing, receipt of theFacility Agent of written notice from the Shareholder agreeing to pay allamounts outstanding under the Facility in consideration for the transfer byeach Facility Lender to the Shareholder of all its rights and obligations inrelation to the Facility;

#### (ii)                          exceptin the case of the Shareholder exercising its Buy-out Option, on the NewFacility Lender entering into the documentation required for it to accede as aparty to the Master Security and Intercreditor Deed;

#### (iii)                       except inthe case of the Shareholder exercising its Buy-out Option, on the performanceby the Facility Agent of all “*know your customer*”or other checks relating to any person that it is required to carry out inrelation to such assignment to a New Facility Lender, the completion of whichthe Facility Agent shall promptly notify to the Existing Facility Lender andthe New Facility Lender; and

#### (iv)                      only if theprocedure set out in Clause 26.5 (*Procedure for transfer*)is complied with.

### (c)                        If:

#### (i)                             aFacility Lender assigns or transfers any of its rights or obligations under theFinancing Documents or changes its Facility Office; and

#### (ii)                          as aresult of circumstances existing at the date the assignment, transfer or changeoccurs, the Borrower would be obliged to make a payment to the New FacilityLender or Facility Lender acting through its new Facility Office underClause 13 (*Tax Gross Up and Tax Indemnity*)or Clause 14 (*Increased Costs*),

then the New FacilityLender or Facility Lender acting through its new Facility Office is onlyentitled to receive payment under those provisions to the same extent as theExisting Facility Lender or Facility Lender acting through its previousFacility Office would have been if the assignment, transfer or change had notoccurred.

26.3                 **Assignment or transfer fee**

Except in the case of theShareholder exercising its Buy-out Option and unless the Facility Agentotherwise agrees and excluding an assignment or transfer to an Affiliate of aFacility Lender or made in connection with primary syndication of the Facility,the New Facility Lender shall, on the date upon which an assignment or transfertakes effect, pay to the Facility Agent (for its own account) a fee ofUS$2,000.

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26.4                 **Limitation of responsibility of Existing Facility Lenders**

### (a)                        Unlessexpressly agreed to the contrary, an Existing Facility Lender makes norepresentation or warranty and assumes no responsibility to a New FacilityLender for:

#### (i)                             thelegality, validity, effectiveness, adequacy or enforceability of theTransaction Documents, the Security or any other documents;

#### (ii)                          thefinancial condition of the Borrower;

#### (iii)                       theperformance and observance by the Borrower of its obligations under theTransaction Documents or any other documents; or

#### (iv)                      the accuracyof any statements (whether written or oral) made in or in connection with anyTransaction Document or any other document,

and any representationsor warranties implied by law are excluded.

### (b)                       EachNew Facility Lender confirms to the Existing Facility Lender and the otherFinance Parties, where applicable, that it:

#### (i)                             hasmade (and shall continue to make) its own independent investigation andassessment of the financial condition and affairs of the Borrower and itsrelated entities in connection with its participation in this Agreement and hasnot relied exclusively on any information provided to it by the ExistingFacility Lender or any other Finance Party in connection with any TransactionDocument or the Security; and

#### (ii)                          willcontinue to make its own independent appraisal of the creditworthiness of theBorrower and its related entities whilst any amount is or may be outstandingunder the Financing Documents or any Commitment is in force.

### (c)                        Nothingin any Financing Document obliges an Existing Facility Lender to:

#### (i)                             accepta re-transfer from a New Facility Lender of any of the rights and obligationsassigned or transferred under this Clause 26.4; or

#### (ii)                          supportany losses directly or indirectly incurred by the New Facility Lender by reasonof the non-performance by the Borrower of its obligations under the TransactionDocuments or otherwise.

26.5                 **Procedure for transfer**

### (a)                        Subjectto the conditions set out in Clause 26.2 (*Conditionsof assignment or transfer*), a transfer is effected in accordancewith Clause 26.5(c) when the Facility Agent executes an otherwise (i) dulycompleted Transfer Certificate and (ii) duly executed New Facility LenderAccession Deed delivered to it by the Existing Facility Lender and the NewFacility Lender.  The Facility Agentshall,

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### subject toClause 26.5(b), as soon as reasonably practicable following receipt by it ofsuch documents in satisfactory form execute each of them.

### (b)                       Exceptin the case of the Shareholder exercising its Buy-out Option, the FacilityAgent shall only be obliged to execute a Transfer Certificate delivered to itby the Existing Facility Lender and the New Facility Lender once it issatisfied it has complied with all necessary “*know yourcustomer*” or similar other checks under all applicable laws andregulations in relation to the transfer to such New Facility Lender.

### (c)                        Onthe Transfer Date:

#### (i)                             tothe extent that in the Transfer Certificate the Existing Facility Lender seeksto transfer by novation its rights and obligations under the FinancingDocuments, the Borrower and the Existing Facility Lender shall be released fromfurther obligations towards one another under the Financing Documents and theirrespective rights against one another under the Financing Documents shall becancelled (being the “**Discharged Rights andObligations**”);

#### (ii)                          theBorrower and the New Facility Lender shall assume obligations towards oneanother and/or acquire rights against one another which differ from theDischarged Rights and Obligations only insofar as the Borrower and the NewFacility Lender have assumed and/or acquired the same in place of the Borrowerand the Existing Facility Lender;

#### (iii)                       theAgents, the Mandated Lead Arrangers, the New Facility Lender and the otherFacility Lenders shall acquire the same rights and assume the same obligationsbetween themselves as they would have acquired and assumed had the New FacilityLender been an Original Facility Lender with the rights, and/or obligationsacquired or assumed by it as a result of the transfer and to that extent theAgents, the Mandated Lead Arrangers, the other Facility Lenders and theExisting Facility Lender shall each be released from further obligations toeach other under the Financing Documents; and

#### (iv)                      theNew Facility Lender shall become a Party as a “*FacilityLender*”.

26.6                 **Transfer certificate and further documents**

### (a)                        TheFacility Agent shall as soon as reasonably practicable after it has executed aTransfer Certificate, send to the Borrower a copy of that Transfer Certificate.

### (b)                       EachParty agrees at the request of the Facility Agent to execute and deliver suchadditional documents and take such further steps as may be reasonably necessaryor desirable in the opinion of the Facility Agent to perfect any assignment ortransfer effected in accordance with this Clause 26.

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26.7                 **Disclosure of information**

### (a)                        AnyFacility Lender may disclose to any of its Affiliates and any other person:

#### (i)                             to(or through) whom that Facility Lender assigns or transfers (or may potentiallyassign or transfer) all or any of its rights and obligations under theFinancing Documents; or

#### (ii)                          with(or through) whom that Facility Lender enters into (or may potentially enterinto) any sub—participation in relation to, or any other transaction underwhich payments are to be made by reference to, the Financing Documents or theBorrower; or

#### (iii)                       towhom, and to the extent that, information is required to be disclosed by anyapplicable law or regulation; and

### (b)                       anyFinance Party may disclose to:

#### (i)                             arating agency; or

#### (ii)                          itsprofessional advisers; or

#### (iii)                       (withthe consent of the Borrower) any other person,

any information regardingthe Borrower and the Financing Documents as that Facility Lender or otherFinance Party shall consider appropriate if, in relation to paragraphs (a)(i)and (ii) and (b)(iii) above, the person to whom the information is to be givenhas entered into a confidentiality undertaking on terms reasonably acceptableto the Borrower.

26.8                 **Changes to the Obligors**

### (a)                        TheBorrower may not assign or transfer any of its rights or obligations under theFinancing Documents.

### (b)                       AnObligor other than the Borrower may only assign or transfer its rights andobligations under the Financing Documents in accordance with the SponsorSupport Agreement.

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### **SECTION 10****ADMINISTRATION**

## 27.**                       ROLE OF THEFACILITY AGENT**

27.1                 **Appointment of the Facility Agent**

### (a)                        Eachof the Facility Lenders appoints the Facility Agent to act as its agent underand in connection with the Financing Documents.

### (b)                       Eachof the Facility Lenders authorises the Facility Agent to exercise the rights,powers, authorities and discretions specifically given to the Facility Agentunder or in connection with the Financing Documents together with any otherincidental rights, powers, authorities and discretions.

27.2                 **Duties of the Facility Agent**

### (a)                        TheFacility Agent shall promptly forward to a Party the original or a copy of anydocument which is delivered to the Facility Agent for that Party by any otherParty.

### (b)                       Exceptwhere a Financing Document specifically provides otherwise, the Facility Agentis not obliged to review or check the adequacy, accuracy or completeness of anydocument it forwards to another Party.

### (c)                        Ifthe Facility Agent receives notice from a Party referring to this Agreement,describing a Default and stating that the circumstance described is a Default,it shall promptly notify the other Finance Parties.

### (d)                       Ifthe Facility Agent is aware of the non—payment of any principal, interest,commitment fee or other fee payable to a Finance Party (other than the Agentsor the Mandated Lead Arrangers) under this Agreement it shall promptly notifythe other Finance Parties.

### (e)                        TheFacility Agent’s duties under the Financing Documents are solely mechanical andadministrative in nature.

27.3                 **Role of the Mandated Lead Arrangers**

Except as specificallyprovided in the Financing Documents, each Mandated Lead Arranger has noobligations of any kind to any other Party under or in connection with anyFinancing Document.

27.4                 **No fiduciary duties**

### (a)                        Nothingin this Agreement constitutes the Facility Agent and/or the Mandated LeadArrangers, as a trustee or fiduciary of any other person.

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### (b)                       Noneof the Agents, and/or the Mandated Lead Arrangers shall be bound to account toany Facility Lender for any sum or the profit element of any sum received by itfor its own account.

27.5                 **Business with the Borrower and the Shareholder**

The Agents and/or theMandated Lead Arrangers may accept deposits from, lend money to and generallyengage in any kind of banking or other business with the Borrower, theShareholder and the Guarantor.

27.6                 **Rights and discretions**

### (a)                        TheFacility Agent may rely on:

#### (i)                             anyrepresentation, notice or document believed by it to be genuine, correct andappropriately authorised; and

#### (ii)                          anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

### (b)                       TheFacility Agent may assume (unless it has received notice to the contrary in itscapacity as agent for the Facility Lenders) that:

#### (i)                             noDefault has occurred (unless it has actual knowledge of a Default arising underClause 24.1 (*Failure to Pay Scheduled Amounts*)and Clause 24.2 (*Failure to Pay Unscheduled Amounts*);and

#### (ii)                          anyright, power, authority or discretion vested in any Party or the MajorityFacility Lenders has not been exercised.

### (c)                        TheFacility Agent may engage, pay for and rely on the advice or services of anylawyers, accountants, surveyors or other experts.

### (d)                       TheFacility Agent may act in relation to the Financing Documents through itspersonnel and agents.

### (e)                        TheFacility Agent may disclose to any other Party any information it reasonablybelieves it has received as agent under this Agreement.

### (f)                          Notwithstandingany other provision of any Financing Document to the contrary, the FacilityAgent is not obliged to do or omit to do anything if it would or might in itsreasonable opinion constitute a breach of any law or regulation or a breach ofa fiduciary duty or duty of confidentiality.

27.7                 **Majority Facility Lenders’ instructions**

### (a)                        Unlessa contrary indication appears in a Financing Document, the Facility Agent shall(i) exercise any right, power, authority or discretion vested in it asAgent in accordance with any instructions given to it by the Majority FacilityLenders (or, if so instructed by the Majority Facility Lenders, refrain fromexercising any right,

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### power,authority or discretion vested in it as Agent) and (ii) not be liable forany act (or omission) if it acts (or refrains from taking any action) in accordancewith an instruction of the Majority Facility Lenders.

### (b)                       Unlessa contrary indication appears in a Financing Document, any instructions givenby the Majority Facility Lenders will be binding on all the Finance Parties.

### (c)                        TheFacility Agent may refrain from acting in accordance with the instructions ofthe Majority Facility Lenders (or, if appropriate, the Facility Lenders) untilit has received such security as it may require for any cost, loss or liability(together with any associated VAT) which it may incur in complying with theinstructions.

### (d)                       Inthe absence of instructions from the Majority Facility Lenders, (or, ifappropriate, the Facility Lenders) the Facility Agent may act (or refrain fromtaking action) as it considers to be in the best interest of the FacilityLenders as a whole.

### (e)                        TheFacility Agent is not authorised to act on behalf of a Facility Lender (withoutfirst obtaining that Facility Lender’s consent) in any legal or arbitrationproceedings relating to any Financing Document. It is hereby understood that the instructions from the Majority FacilityLenders authorise the Facility Agent to act on behalf of all Facility Lenders.This Clause 27.7(e) shall not apply to any legal or arbitration proceedingrelating to the perfection, preservation or protection of rights under theSecurity Documents or enforcement of the Security or Security Documents.

27.8                 **Responsibility for documentation**

Neither the FacilityAgent nor any of the Mandated Lead Arrangers:

### (a)                        isresponsible for the adequacy, accuracy and/or completeness of any information(whether oral or written) supplied by it, an Obligor or any other person givenin or in connection with any Financing Document or the Relevant Reports or thetransactions contemplated in the Financing Documents; or

### (b)                       isresponsible for the legality, validity, effectiveness, adequacy orenforceability of any Financing Document or the Security or any otheragreement, arrangement or document entered into, made or executed inanticipation of or in connection with any Financing Document or the Security.

27.9                 **Exclusion of liability**

### (a)                        Withoutlimiting Clause 27.9(b), the Facility Agent will not be liable for any actiontaken by it under or in connection with any Financing Document or the Security,unless directly caused by its gross negligence or wilful misconduct.

### (b)                       NoParty (other than the Facility Agent) may take any proceedings against anyofficer, employee or agent of the Facility Agent in respect of any claim itmight have against the Facility Agent or in respect of any act or omission ofany kind by

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### that officer,employee or agent in relation to any Financing Document or any TransactionDocument and any officer, employee or agent of the Facility Agent may rely onthis Clause 27.9 subject to Clause 1.4 (*Third PartyRights*) and the provisions of the Third Parties Act.

### (c)                        TheFacility Agent will not be liable for any delay (or any related consequences)in crediting an account with an amount required under the Financing Documentsto be paid by the Facility Agent if the Facility Agent has taken all necessarysteps as soon as reasonably practicable to comply with the regulations oroperating procedures of any recognised clearing or settlement system used bythe Facility Agent for that purpose.

### (d)                       Nothingin this Agreement shall oblige the Facility Agent or the Mandated LeadArrangers to carry out any “*know your customer*”or other checks in relation to any person on behalf of any Facility Lender andeach Facility Lender confirms to the Facility Agent and the Mandated LeadArrangers that it is solely responsible for any such checks it is required tocarry out and that it may not rely on any statement in relation to such checksmade by the Facility Agent or the Mandated Lead Arrangers.

27.10           **Facility Lenders’indemnity to the Facility Agent**

Each Facility Lendershall (in proportion to its share of the Total Commitments or, if the TotalCommitments are then zero, to its share of the Total Commitments immediatelyprior to their reduction to zero) indemnify the Facility Agent, within three(3) Business Days’ of demand, against any cost, loss or liability incurred bythe Facility Agent (otherwise than by reason of the Facility Agent’s grossnegligence or wilful misconduct) in acting as Agent under the Financing Documents(unless the Facility Agent has been reimbursed by the Borrower pursuant to aFinancing Document).

27.11           **Resignation of theFacility Agent**

### (a)                        TheFacility Agent may resign by giving thirty (30) days’ prior written notice tothe Facility Lenders and the Borrower, in which case the Majority FacilityLenders (after consultation with the Borrower) may appoint a successor FacilityAgent.

### (b)                       Ifthe Majority Facility Lenders have not appointed a successor Facility Agent inaccordance with Clause 27.11(a) within thirty (30) days after notice ofresignation was given, the Facility Agent (after consultation with theBorrower) may appoint a successor Facility Agent.

### (c)                        Theretiring Facility Agent shall, at its own cost, make available to the successorFacility Agent such documents and records and provide such assistance as thesuccessor Facility Agent may reasonably request for the purposes of performingits functions as Facility Agent under the Financing Documents.

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### (d)                       TheFacility Agent’s resignation notice shall only take effect upon the appointmentof a successor.

### (e)                        Uponthe appointment of a successor, the retiring Facility Agent shall be dischargedfrom any further obligation in respect of the Financing Documents but shallremain entitled to the benefit of this Clause 27.  Its successor and each of the other Partiesshall have the same rights and obligations amongst themselves as they wouldhave had if such successor had been an original Party.

### (f)                          Afterconsultation with the Borrower, the Majority Facility Lenders may, by notice tothe Facility Agent, require it to resign in accordance with Clause27.11(a).  In this event, the FacilityAgent shall resign in accordance with Clause 27.11(a).

27.12           **Relationship with theFacility Lenders**

### (a)                        TheFacility Agent may treat each Facility Lender as a Facility Lender, entitled topayments under this Agreement and acting through its Facility Office unless ithas received not less than five (5) Business Days prior notice from thatFacility Lender to the contrary in accordance with the terms of this Agreement.

### (b)                       EachFacility Lender shall supply the Facility Agent with any information that theOffshore Security Trustee or the Onshore Security Agent may reasonably specify(through the Facility Agent) as being necessary or desirable to enable theOffshore Security Trustee and the Onshore Security Agent to perform theirrespective functions as security agents. Each Facility Lender shall deal with the Offshore Security Trustee and theOnshore Security Agent exclusively through the Facility Agent and shall notdeal directly with the Offshore Security Trustee and the Onshore Security Agentrespectively.

27.13           **Credit appraisal by theFacility Lenders**

Without affecting theresponsibility of the Borrower for information supplied by it or on its behalfin connection with any Financing Document, each Facility Lender confirms to theFacility Agent and the Mandated Lead Arrangers that it has been, and willcontinue to be, solely responsible for making its own independent appraisal andinvestigation of all risks arising under or in connection with any FinancingDocument including but not limited to:

### (a)                        thefinancial condition, status and nature of the Borrower;

### (b)                       thelegality, validity, effectiveness, adequacy or enforceability of any FinancingDocument and the Security and any other agreement, arrangement or documententered into, made or executed in anticipation of, under or in connection withany Financing Document or the Security;

### (c)                        whetherthat Finance Party has recourse, and the nature and extent of that recourse,against any Party or any of its respective assets under or in connection withany Financing Document, the Security, the transactions contemplated by the

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### FinancingDocuments or any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any FinancingDocument;

### (d)                       theadequacy, accuracy and/or completeness of the Reports and any other informationprovided by the Facility Agent, any Party or by any other person under or inconnection with any Financing Document, the transactions contemplated by theFinancing Documents or any other agreement, arrangement or document enteredinto, made or executed in anticipation of, under or in connection with anyFinancing Document; and

### (e)                        theright or title of any person in or to, or the value or sufficiency of any partof the charged property, the priority of any of the Security or the existenceof any Security affecting the charged property.

27.14           **Reference Banks**

If a Reference Bank (or,if a Reference Bank is not a Facility Lender, the Facility Lender of which itis an Affiliate) ceases to be a Facility Lender, the Facility Agent shall (inconsultation with the Borrower) appoint another Facility Lender or an Affiliateof a Facility Lender to replace that Reference Bank.

27.15           **Deduction from amountspayable by the Facility Agent**

If any Party owes anamount to the Facility Agent under the Financing Documents the Facility Agentmay, after giving notice to that Party, deduct an amount not exceeding thatamount from any payment to that Party which the Facility Agent would otherwisebe obliged to make under the Financing Documents and apply the amount deductedin or towards satisfaction of the amount owed. For the purposes of the Financing Documents that Party shall be regardedas having received any amount so deducted.

## 28.**                       CONDUCT OFBUSINESS BY THE FINANCE PARTIES**

No provision of thisAgreement will:

### (a)                        interferewith the right of any Finance Party to arrange its affairs (tax or otherwise)in whatever manner it thinks fit;

### (b)                       obligeany Finance Party to investigate or claim any credit, relief, remission orrepayment available to it or the extent, order and manner of any claim; or

### (c)                        obligeany Finance Party to disclose any information relating to its affairs (tax orotherwise) or any computations in respect of Tax.

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## 29.                       **SHARING AMONG THE FINANCE PARTIES**

29.1                 **Payments to Finance Parties**

If a Finance Party (a “**Recovering Finance Party**”) receives orrecovers any amount from the Borrower other than in accordance withClause 30 (*Payment Mechanics*) and appliesthat amount to a payment due under the Financing Documents then:

### (a)                        theRecovering Finance Party shall, within three (3) Business Days, notify detailsof the receipt or recovery, to the Facility Agent;

### (b)                       theFacility Agent shall determine whether the receipt or recovery is in excess ofthe amount the Recovering Finance Party would have been paid had the receipt orrecovery been received or made by the Facility Agent and distributed inaccordance with Clause 30 (*Payment Mechanics*),without taking account of any Tax which would be imposed on the Facility Agentin relation to the receipt, recovery or distribution; and

### (c)                        theRecovering Finance Party shall, within three (3) Business Days of demand by theFacility Agent, pay to the Facility Agent an amount (the “**Sharing Payment**”) equal to such receipt orrecovery less any amount which the Facility Agent determines may be retained bythe Recovering Finance Party as its share of any payment to be made, inaccordance with Clause 30.5 (*Partial Payments*).

29.2                 **Redistribution of payments**

The Facility Agent shalltreat the Sharing Payment as if it had been paid by the Borrower and distributeit between the Finance Parties (other than the Recovering Finance Party) inaccordance with Clause 30.5 (*Partial Payments*).

29.3                 **Recovering Finance Party’s rights**

### (a)                        Ona distribution by the Facility Agent under Clause 29.2 (*Redistribution of payments*), the Recovering Finance Partywill be subrogated to the rights of the Finance Parties which have shared inthe redistribution.

### (b)                       Ifand to the extent that the Recovering Finance Party is not able to rely on itsrights under Clause 29.3(a), the Borrower shall be liable to the RecoveringFinance Party for a debt equal to the Sharing Payment which is immediately dueand payable.

29.4                 **Reversal of redistribution**

If any part of theSharing Payment received or recovered by a Recovering Finance Party becomesrepayable and is repaid by that Recovering Finance Party, then:

### (a)                        eachFinance Party which has received a share of the relevant Sharing Paymentpursuant to Clause 29.2 (*Redistribution of payments*)shall, upon request of the Facility Agent, pay to the Facility Agent foraccount of that Recovering Finance Party an amount equal to the appropriatepart of its share of the Sharing Payment (together with an amount as isnecessary to reimburse that Recovering Finance 

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### Party for itsproportion of any interest on the Sharing Payment which that Recovering FinanceParty is required to pay); and

### (b)                       thatRecovering Finance Party’s rights of subrogation in respect of anyreimbursement shall be cancelled and the relevant Borrower will be liable tothe reimbursing Finance Party for the amount so reimbursed.

29.5                 **Exceptions**

### (a)                        ThisClause 29 shall not apply to the extent that the Recovering Finance Partywould not, after making any payment pursuant to this Clause 29, have a validand enforceable claim against the Borrower.

### (b)                       ARecovering Finance Party is not obliged to share with any other Finance Partyany amount which the Recovering Finance Party has received or recovered as aresult of taking legal or arbitration proceedings, if:

#### (i)                             itnotified the other Finance Party of the legal or arbitration proceedings; and

#### (ii)                          theother Finance Party had an opportunity to participate in those legal orarbitration proceedings but did not do so as soon as reasonably practicablehaving received notice and did not take separate legal or arbitrationproceedings.

## 30.**                       PAYMENTMECHANICS**

30.1                 **Payments to the Facility Agent**

### (a)                        Oneach date on which the Borrower or a Facility Lender is required to make apayment under a Financing Document, the Borrower or such Facility Lender shallmake the same available to the Facility Agent (unless a contrary indicationappears in a Financing Document) for value on the due date at the time and insuch funds specified by the Facility Agent as being customary at the time forsettlement of transactions in the relevant currency in the place of payment.

### (b)                       Paymentshall be made to such account in the principal financial centre of the countryof that currency with such bank as the Facility Agent specifies.

30.2                 **Distributions by the Facility Agent**

Each payment received bythe Facility Agent under the Financing Documents for another Party shall,subject to Clause 30.3 (*Distributions*)and Clause 30.4 (*Clawback*) bemade available by the Facility Agent as soon as practicable after receipt tothe Party entitled to receive payment in accordance with this Agreement (in thecase of a Facility Lender, for the account of its Facility Office), to suchaccount as that Party may notify to the Facility Agent by not less than five(5) Business Days’ notice with a bank in the principal financial centre of thecountry of that currency.

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30.3                 **Distributions**

The Facility Agent may(with the consent of the Borrower or in accordance with Clause 31 (*Set—off*)) apply any amount received by it for the Borrowerin or towards payment (on the date and in the currency and funds of receipt) ofany amount due from the Borrower under the Financing Documents or in or towardspurchase of any amount of any currency to be so applied.

30.4                 **Clawback**

### (a)                        Wherea sum is to be paid to the Facility Agent under the Financing Documents foranother Party, the Facility Agent is not obliged to pay that sum to that otherParty (or to enter into or perform any related exchange contract) until it hasbeen able to establish to its satisfaction that it has actually received thatsum.

### (b)                       Ifthe Facility Agent pays an amount to another Party and it proves to be the casethat the Facility Agent had not actually received that amount, then the Partyto whom that amount (or the proceeds of any related exchange contract) was paidby the Facility Agent shall on demand refund the same to the Facility Agenttogether with interest on that amount from the date of payment to the date ofreceipt by the Facility Agent, calculated by the Facility Agent to reflect itscost of funds.

30.5                 **Partial Payments**

### (a)                        Subjectto the Master Security and Intercreditor Deed, if the Facility Agent receives apayment for application against amounts due in respect of any FinancingDocuments that is insufficient to discharge all the amounts then due andpayable by the Borrower under those Financing Documents, the Facility Agentshall apply that payment towards the obligations of the Borrower under thoseFinancing Documents in the following order:

#### (i)                             **first**, in or towards payment *pro rata* of any unpaid fees, costs and expenses of theAgents under those Financing Documents;

#### (ii)                          **secondly**, in or towards payment *pro rata* of any accrued interest, fee or commission due butunpaid under those Financing Documents;

#### (iii)                       **thirdly**, in or towards payment *pro rata* of any principal due but unpaid under thoseFinancing Documents; and

#### (iv)                      **fourthly**, in or towards payment *pro rata* of any other sum due but unpaid under the FinancingDocuments.

### (b)                       TheFacility Agent shall, if so directed by the Majority Facility Lenders, vary theorder set out in paragraphs (a)(ii) to (iv) above.

### (c)                        Clauses30.5(a) and 30.5(b) will override any appropriation made by the Borrower.

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30.6                 **No Set–Off**

All payments to be madeby the Borrower under the Financing Documents shall be calculated and be madewithout (and free and clear of any deduction for) set–off or counterclaim.

30.7                 **Business Days**

### (a)                        Anypayment which is due to be made on a day that is not a Business Day shall bemade on the next Business Day in the same calendar month (if there is one) orthe preceding Business Day (if there is not).

### (b)                       Duringany extension of the due date for payment of any principal or Unpaid Sum underthis Agreement interest is payable on the principal or Unpaid Sum at the ratepayable on the original due date.

30.8                 **Currency of Account**

### (a)                        Dollarsis the currency of account and payment for any sum due from the Borrower underany Financing Document.

### (b)                       Eachpayment in respect of costs, expenses or Taxes shall be made in the currency inwhich the costs, expenses or Taxes are incurred.

### (c)                        Anyamount expressed to be payable in a currency other than Dollars shall be paidin that other currency.

30.9                 **Change of Currency**

### (a)                        Unlessotherwise prohibited by law, if more than one currency or currency unit are atthe same time recognised by the central bank of any country as the lawfulcurrency of that country, then:

#### (i)                             anyreference in the Financing Documents to, and any obligations arising under theFinancing Documents in, the currency of that country shall be translated into,or paid in, the currency or currency unit of that country designated by theFacility Agent (after consultation with the Borrower); and

#### (ii)                          anytranslation from one currency or currency unit to another shall be at theofficial rate of exchange recognised by the central bank for the conversion ofthat currency or currency unit into the other, rounded up or down by theFacility Agent (acting reasonably).

### (b)                       Ifa change in any currency of a country occurs, this Agreement will, to theextent the Facility Agent (acting reasonably and after consultation with theBorrower) specifies to be necessary, be amended to comply with any generallyaccepted conventions and market practice in the London interbank market andotherwise to reflect the change in currency.

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**SECTION 11 MISCELLANEOUS**

# 31.**                       SET–OFF**

A Finance Party mayset-off any matured obligation due from the Borrower under the FinancingDocuments (to the extent beneficially owned by that Finance Party) against anymatured obligation owed by that Finance Party to the Borrower, regardless ofthe place of payment, booking branch or currency of either obligation.  If the obligations are in differentcurrencies, the Finance Party may convert either obligation at a market rate ofexchange in its usual course of business for the purpose of the set-off.

# 32.**                       NOTICES**

32.1                 **Communications in writing**

Any communication to bemade under or in connection with the Financing Documents shall be made inwriting and, unless otherwise stated or permitted by the purported recipient, maybe made by fax or letter.

32.2                 **Addresses**

The address andfax number (and the department or officer, if any, for whose attention thecommunication is to be made) of each Party for any communication or document tobe made or delivered under or in connection with the Financing Documents is:

### (a)                        inthe case of the Mandated Lead Arrangers, the Borrower, each Original FacilityLender and each Agent that identified with its name at the end of thisAgreement;

### (b)                       inthe case of each other Facility Lender and each successor Agent, that notifiedin writing to the Facility Agent on or prior to the date on which it becomes aParty,

or any substitute addressor fax number or department or officer as the Party may notify to the FacilityAgent (or the Facility Agent may notify to the other Parties, if a change ismade by the Facility Agent) by not less than five (5) Business Days’ notice.

32.3                 **Delivery**

### (a)                        Anycommunication or document made or delivered by one person to another under orin connection with the Financing Documents will only be effective if sent byfax, delivered by hand or sent by reputable courier and shall be effectivefrom:

#### (i)                          ifsent by way of fax, the time at which it is received in legible form; or

#### (ii)                       ifhand delivered or sent by courier, the date on which it has been left at therelevant address,

and, if a particulardepartment or officer is specified as part of its address details providedunder Clause 32.2 (*Addresses*), ifaddressed to that department or officer.

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### (b)                       Anycommunication or document to be made or delivered to the Facility Agent will beeffective only when actually received by the Facility Agent and then only if itis expressly marked for the attention of the department or officer identifiedwith the Facility Agent’s signature below (or any substitute department orofficer as the Facility Agent shall specify for this purpose).

### (c)                        Allnotices from or to the Borrower shall be sent through the Facility Agent.

32.4                 **Notification of address and fax number**

Promptly upon receipt ofnotification of an address or fax number or change of address or fax numberpursuant to Clause 32.2 (*Addresses*) orchanging its own address or fax number, the Facility Agent shall notify theother Parties.

32.5                 **Electronic communication**

### (a)                        Anycommunication to be made between any of the Borrower, the Facility Agent and aFacility Lender under or in connection with the Financing Documents may be madeby electronic mail or other electronic means, if the Borrower, the FacilityAgent and the relevant Facility Lender:

#### (i)                          agreethat, unless and until notified to the contrary, this is to be an accepted formof communication;

#### (ii)                       notifyeach other in writing of their electronic mail address and/or any otherinformation required to enable the sending and receipt of information by thatmeans; and

#### (iii)                    notifyeach other of any change to their address or any other such informationsupplied by them.

### (b)                       Anyelectronic communication made between any of the Borrower, the Facility Agentand a Facility Lender will be effective only when actually received in readableform and in the case of any electronic communication made by a Facility Lenderto the Facility Agent, only if it is addressed in such a manner as the FacilityAgent shall specify for this purpose.

32.6                 **English language**

### (a)                        Anynotice given under or in connection with any Financing Document must be inEnglish.

### (b)                       Allother documents provided under or in connection with any Financing Documentmust be:

#### (i)                          inEnglish; or

#### (ii)                       ifnot in English, and if so required by the Facility Agent, accompanied by acertified English translation and, in this case, the English translation will

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#### prevail unlessthe document is a constitutional, statutory or other official document.

# 33.**                       CALCULATIONSAND CERTIFICATES**

33.1                 **Accounts**

In any litigation orarbitration proceedings arising out of or in connection with a FinancingDocument, the entries made in the accounts maintained by a Finance Party are *prima facie* evidence of the matters to which they relate.

33.2                 **Certificates and Determinations**

Any certification ordetermination by a Finance Party of a rate or amount under any FinancingDocument is, in the absence of manifest error, conclusive evidence of thematters to which it relates.

33.3                 **Day count convention**

Any interest or feeaccruing under a Financing Document will accrue from day to day and iscalculated on the basis of the actual number of days elapsed and a year of 360days, or in any case in which the practice in the relevant interbank marketdiffers in accordance with that market practice.

# 34.**                       PARTIALINVALIDITY**

If, at any time, anyprovision of the Financing Documents is or becomes illegal, invalid orunenforceable in any respect under any law of any jurisdiction, neither thelegality, validity or enforceability of the remaining provisions nor thelegality, validity or enforceability of such provision under the law of anyother jurisdiction will in any way be affected or impaired.

# 35.**                       REMEDIESAND WAIVERS**

No failure to exercise,nor any delay in exercising, on the part of any Finance Party, any right orremedy under the Financing Documents shall operate as a waiver, nor shall anysingle or partial exercise of any right or remedy prevent any further or otherexercise or the exercise of any other right or remedy.  The rights and remedies provided in thisAgreement are cumulative and not exclusive of any rights or remedies providedby law.

# 36.**                       CONFIDENTIALITY**

36.1                 **Confidentiality Undertaking**

Save as permittedpursuant to the terms of the Financing Documents, any information, reports ordocuments furnished pursuant to the Financing Documents to the Finance Partiesshall be kept confidential by the recipient and the Finance Parties agree notto disclose to any third party any of the information, reports or documentssupplied by, or on behalf of, the Borrower under the Financing Documentswithout the prior consent of the Borrower (such consent not to be unreasonablywithheld or delayed).

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36.2                 **Exceptions**

The provisions of Clause36.1 (*Confidentiality Undertaking*) shall notapply:

### (a)                        toany information already known to the recipient, having emanated in conditionsfree from confidentiality *bona fide* fromsome person other than the Borrower or any agent of the Borrower;

### (b)                       toany information subsequently received by the recipient which it would otherwisebe free to disclose, having emanated in conditions free from confidentiality *bona fide* from some person other than the Borrower or anyagent of the Borrower;

### (c)                        toany information which is or becomes public knowledge;

### (d)                       toprohibit disclosure of any information to the extent that the recipient isrequired to disclose the same pursuant to any law or order of any court ororder of any governmental agency or regulatory body or securities exchange withwhose instructions the recipient habitually complies;

### (e)                        toprohibit the supply of any information to the auditors of any of the FinanceParties;

### (f)                          anydisclosure in accordance with Clause 26.7 (*Disclosure of information*);or

### (g)                       toany third party approved by the Borrower who has signed a confidentialityundertaking on terms reasonably acceptable to the Borrower.

# 37.**                       AMENDMENTSAND WAIVERS**

### (a)                        Subjectto the terms of this Agreement and the Master Security and Intercreditor Deed,any term of the Financing Documents may be amended or waived only with the consentof the Majority Facility Lenders and the Borrower and any such amendment orwaiver will be in writing, binding on all Parties.

### (b)                       TheFacility Agent may effect, on behalf of any Finance Party, any amendment orwaiver permitted by this Clause 37.

# 38.**                       COUNTERPARTS**

Each Financing Documentmay be executed in any number of counterparts, and this has the same effect asif the signatures on the counterparts were on a single copy of the FinancingDocument.

# 39.**                       GOVERNINGLAW**

This Agreement isgoverned by and shall be construed in accordance with English law.

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# 40.**                       JURISDICTION**

40.1                 **English Courts**

The Parties agree thatthe courts of England shall have jurisdiction to settle any dispute,controversy or claim arising out of or in connection with this Agreement (includinga dispute, controversy or claim regarding the existence, validity, performanceunder or termination of this Agreement or the consequences of its nullity) (a “**Dispute**”).

40.2                 **Appropriate Forum**

Each of the Partieshereby irrevocably and unconditionally submit and consent to the non—exclusivejurisdiction of the courts of England in respect of any Dispute and agree notto claim that any such court is not a convenient or appropriate forum.

40.3                 **Non–exclusive Submission**

This Clause 40 (*Jurisdiction*) is for the benefit of the Finance Partiesonly.  As a result and notwithstandingClause 40.1 (*English Courts*) above, no FinanceParty shall be prevented from taking proceedings relating to a Dispute in anyother court of competent jurisdiction. To the extent allowed by law, the Finance Parties may take concurrentproceedings in any number of jurisdictions.

40.4                 **Service of Process**

Without prejudice to anyother mode of service allowed under any relevant law, the Borrower:

### (a)                        irrevocablyappoints Law Debenture Corporate Services Limited of Fifth Floor, 100 WoodStreet, London  EC2V 7EX, England as itsagent for service of process in relation to any proceedings before the Englishcourts in connection with any Financing Document;

### (b)                       agreesthat failure by a process agent to notify the Borrower of the process will notinvalidate the proceedings concerned; and

### (c)                        herebyirrevocably authorises the Facility Agent to appoint an agent for service ofprocess on behalf of the Borrower should the Borrower at any time fail tomaintain in full force and effect a process agent in accordance with thisClause 40.4, and the Facility Agent shall promptly notify the Borrower of anysuch appointment.

# 41.**                       ARBITRATION**

41.1                 **LCIA Rules**

The Facility Agent onlymay, at any time before instituting any court proceedings pursuant to Clause 40(*Jurisdiction*), or within ten (10)Business Days after the Borrower institutes any such proceedings, elect to haveany Dispute finally and exclusively settled under the Rules of Arbitration ofthe London Court of International Arbitration from time to time in effect (the “**LCIA Rules**”).  Shouldthe Facility Agent

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so elect, the Borrowershall immediately discontinue any court proceedings it has instituted pursuantto Clause 40 (*Jurisdiction*).

41.2                 **Nomination of Arbitrators**

There shall be three (3)arbitrators.  The Borrower shall nominatean arbitrator and the Facility Agent shall nominate an arbitrator in accordancewith the LCIA Rules.  The thirdarbitrator, who shall be the Chairman of the arbitral tribunal, shall benominated jointly by the first two arbitrators within fourteen (14) days of theconfirmation by the London Court of International Arbitration of theappointment of the second arbitrator. Failing such agreement between the first two arbitrators, the thirdarbitrator shall be appointed by the London Court of International Arbitration.

41.3                 **General Provisions**

The place of arbitrationshall be London.  The language of thearbitration shall be English.  TheParties hereby expressly exclude Section 45 of the English Arbitration Act1996.  Any award shall be final andbinding upon the Parties, and shall be the sole and exclusive remedy betweenthe Parties regarding any claims, counterclaims, issues, or accountingspresented to the arbitral tribunal. Judgment upon any award may be entered in any court of competentjurisdiction.  The Parties hereby waiveany rights of appeal to any court of competent jurisdiction (including but notlimited to the courts of Peru and England) to the fullest extent permitted bylaw with respect to any award made.  ThisAgreement and the rights and obligations of the Parties shall remain in fullforce and effect pending the award in any arbitration proceeding hereunder.  Any monetary award shall be made and payablein Dollars, and the arbitral tribunal shall be authorised to grant pre-awardand post-award interest at commercial rates. This Agreement to arbitrate shallbe binding upon the successors, assigns and any trustee or receiver of eachParty.

# 42.**                       WAIVER OFSOVEREIGN IMMUNITY**

To the extent that theBorrower may in any jurisdiction claim for itself or its assets immunity fromsuit, execution, attachment (whether before the issue of an award or judgmentor otherwise) or other legal process and to the extent that in any suchjurisdiction there may be attributed to itself or its assets or revenues suchimmunity (whether or not claimed), the Borrower hereby irrevocably agrees notto claim and hereby irrevocably waives such immunity to the full extentpermitted by the laws of such jurisdiction.

**IN WITNESS WHEREOF**,the parties hereto have executed this Agreement as of the date stated above.

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**Schedule 1 THE ORIGINAL FACILITY LENDERS AND COMMITMENTS**
| ** **                                               | ** ** | **COMMITMENT  (US$)**          | ** ** |
|----------------------------------------------------------|------------|--------------------------------|------------|
| **NAME OF ORIGINAL FACILITY LENDER** | ** ** | **Tranche A  Commitment** | ** ** | **Tranche B  Commitment** | ** ** |
| Citibank N.A.                                            |       | 16,666,666.66                  |       | 33,333,333.33 |   |
|                                                     |       |                           |       |   |   |
| The Royal Bank  of Scotland plc                          |       | 16,666,666.68                  |       | 33,333,333.34 |   |
|                                                     |       |                           |       |   |   |
| The Bank of Nova Scotia                                  |       | 16,666,666.66                  |       | 33,333,333.33 |   |

 

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**Schedule 2 CONDITIONS PRECEDENT**

**Part I First Advance**

**1.**                             CORPORATE DOCUMENTS

1.1                       Acopy certified as true, complete and up–to–date of the constitutional documentsof each Obligor and GFL Mining Services Limited.

1.2                       A certifiedcopy of a resolution of the board of directors of each Obligor in each case:

(a)                        approvingthe terms of, and the transactions contemplated by, the Financing Documents towhich it is a party and resolving that it execute the Financing Documents towhich it is a party;

(b)                       authorisinga specified person or persons to execute the Financing Documents to which it isa party on its behalf; and

(c)                        authorisinga specified person or persons, on its behalf, to sign and/or despatch alldocuments and notices to be signed and/or despatched by it under or inconnection with the Financing Documents to which it is a party.

1.3                       Incumbencycertificates or specimen signatures of each Person authorised by the resolutionreferred to in item 1.2(b) above.

1.4                       Acertificate of an authorised signatory of the relevant Obligor certifying thateach copy document relating to it specified in this Schedule 2 is correct,complete and in full force and effect as at a date no earlier than the date ofthis Agreement.

**2.**                             LEGAL OPINIONS

2.1                       A legalopinion of Milbank, Tweed, Hadley & McCloy LLP, legal advisers to the FacilityLenders in England.

2.2                       A legalopinion of Miranda & Amado Abogados, legal advisers to the Facility Lendersin Peru.

2.3                       A legalopinion of Payet Rey Cauvi, legal advisers to the Borrower in Peru.

2.4                       A legalopinion of Edward Nathan, legal advisers to the Guarantor in South Africa.

2.5                       A legalopinion of Maples & Calder, legal advisers to the Shareholder in theBritish Virgin Islands.

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**3.**                             OTHER DOCUMENTS ANDEVIDENCE

3.1                       Aconfirmation by the Borrower that all fees, costs and expenses required to be paidby and then due from the Borrower under this Agreement or the Commitment Letterrespectively have been paid or will be paid from the proceeds of the firstAdvance.

3.2                       Evidencethat initial funding of at least US$55,000,000 of the Base Equity Amount hasbeen made.

3.3                       Acertificate of the Borrower (signed by a director) certifying that no Defaulthas occurred and is continuing.

3.4                       A copy ofthe Project Budget.

**4.**                             TRANSACTION DOCUMENTS

4.1                       A dulyexecuted original of each of the following Financing Documents:

(a)                        this Agreement;

(b)                       the Secured Hedging Agreements (if any);

(c)                        the Accounts Management Agreement;

(d)                       each Fee Letter;

(e)                        any Accession Deed entered into prior toFinancial Close;

(f)                          the Sponsor Support Agreement; and

(g)                       any other document designated prior to FinancialClose as a Financing Document in writing by the Borrower and the FacilityAgent.

4.2                       A dulyexecuted original of each of the following Security Documents:

(a)                        the Master Security and Intercreditor Deed;

(b)                       the Direct Agreement;

(c)                        the miningmortgages (*hipoteca minera*), the mining pledge (*garantía mobiliaria sobre activos*) (equipment, machinery andmovable assets of the Project), the floating mining pledge (*garantía mobiliaria sobre inventario*) (minerals andConcentrates in inventory), each in the form annexed to the Master Security andIntercreditor Deed;

(d)                       the SharePledge (*garantía mobiliaria sobre acciones*) inrelation to the Shares held by the Shareholder in the form annexed to theMaster Security and Intercreditor Deed;

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(e)                        theconditional assignments of rights and of contracts (*cesióncondicionada de derechos y de posición contractual*) in the formannexed to the Master Security and Intercreditor Deed;

(f)                          thepledge of Onshore Accounts (*contrato de garantíamobiliaria sobre saldos de cuentas*) in the form annexed to theMaster Security and Intercreditor Deed;

(g)                       the civilmortgage (*hipoteca civil*) overreal property located within the Material Concessions granted pursuant tothe  Master Security and IntercreditorDeed; and

(h)                       any otheragreement or document, filings, notices, arrangements or the like which arerequired to establish and maintain the security interest in the OnshoreSecurity and the Offshore Security for the benefit of the Secured Parties.

4.3                       Certifiedcopies of each Initial Project Document (together with all amendments thereto,if any) duly executed by all parties thereto, in form and substancesatisfactory to the Facility Agent.

4.4                       Evidencethat any applicable taxes, stamp duties, material fees, notarial fees or otherregistration fees have been paid with respect to each Financing Document whichis required to be entered into as a condition precedent to Financial Close.

4.5                       Evidence(in the form and substance satisfactory to the Facility Agent) that all dulycompleted forms required in connection with the enforceability of and/or thecreation and/or perfection of first-ranking priority Security under theSecurity Documents under English and Peruvian law, as applicable, have beenfiled with the relevant  authorities orregistries and all other acts required for such authorities or registries toeffect such filing have been carried out, including but not limited to paymentof all registration, stamp or similar tax or fees paid in respect of eachSecurity Document which is required to be entered into as a condition precedentto Financial Close (if any).

4.6                       Evidenceall notices and acknowledgements required to have been given or obtained underthe terms of the Security Documents required to be entered into as a conditionprecedent to Financial Close have been issued and received by the relevantparties.

**5.**                             REPORTS AND PLANS

5.1                       The OreReserve Report;

5.2                       A report bythe ITC confirming that the Ore Reserve Report demonstrates that the Depositcontains ore reserves that at the Financial Completion Date are adequate andsufficient to operate the Project as per the Base Case (which may be includedwithin the ITC Report referred to in paragraph 5.7 below);

5.3                       The ModelAuditor’s Report as addressed to the Facility Lenders;

5.4                       TheFeasibility Study;

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5.5                       The InitialMine Plan;

5.6                       The BaseCase;

5.7                       The ITCReport, in form and substance satisfactory to the Facility Agent; and

5.8                       confirmationfrom the ITC that it has reviewed the technical information listed in Schedule 15(*Document Review List*).

**6.**                             FINANCIAL INFORMATION

6.1                       A copy,certified by a duly authorised officer of the Borrower or the Guarantor,respectively, as being true, complete and accurate, of the Original FinancialStatements of each of the Borrower and the Guarantor.

6.2                       A copy,certified by a duly authorised officer of the Borrower or the Guarantor,respectively, as giving a true and fair view of the respective entity’sfinancial condition as at the end of the period to which each Financial Statementrelates and of the result of its operations during such period, of the mostrecent publicly available, unaudited Financial Statements (prepared inaccordance to GAAP) of each of the Borrower and the Guarantor.

**7.**                             CONSENTS

7.1                       A copy ofeach of the Consents listed in Part 1 of Schedule 9 (*Consents*).

7.2                       A copy ofeach of the applications for Consents listed in Part 2 of Schedule 9 (*Consents*).

7.3                       Evidence(which may be in the form of a legal opinion of Peruvian counsel to theBorrower) that:

(a)                        the Consentslisted in Part 1 of Schedule 9 (*Consents*)include all Consents which are required to be in effect at Financial Close(including Consents required for the performance by the Borrower of itsobligations under the Transaction Documents); and

(b)                       each suchConsent is in full force and effect.

**8.**                             ENVIRONMENT

8.1                       A copycertified by the Borrower, to be a true, correct and complete copy, of theEnvironmental Management Plan.

8.2                       Evidencethat all Environmental Permits then required to be obtained for the Projecthave been obtained.

8.3                       Acertificate from the Borrower certifying that all Environmental Permitsreferred to in Clause 8.2 are in full force and effect and it has not reason tobelieve that any such Environmental Permit could reasonably be expected to berevoked or that any other

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Environmental Permit for the Project not then requiredto be obtained but for which an application has been or will be made will notbe granted in a timely manner.

**9.**                             INSURANCE

9.1                       A letter ofundertaking from each insurance broker substantially in the form set out inAnnex 1 of Schedule 8 (*Insurances*).

**10.**                       ACCOUNTS

10.1                 Confirmation fromthe Account Bank that the Accounts have been opened.

10.2                 Evidence that allexisting accounts of the Borrower (other than any JV Accounts) have been closedand the balances transferred to the Offshore Disbursement Account or OnshoreDisbursement Account.

**11.**                       PROCESS AGENT

Letters of acceptance ofappointments from agents for service of process (if any) under each of theFinancing Documents required to be entered into as a condition precedent toFinancial Close on behalf of each Obligor for the service of process on suchparties in England.

**12.**                       MATERIAL ADVERSECHANGE

The Majority FacilityLenders have not determined (acting reasonably) that an event has occurred thatindividually or when taken into consideration with any other facts orcircumstances then in existence has had or is likely to have a Material AdverseEffect.

**13.**                       AUDITORS

13.1                 Evidence that (a)the Borrower has appointed internationally recognised auditors acceptable tothe Facility Lenders to act as auditors of the Borrower in accordance withClause 21.12 (*AccountingSystems*) and (b) the auditors have accepted such appointment.

13.2                 A copy, certifiedby a duly authorised officer of the Borrower to be a true, correct and completecopy, of a letter from the Borrower authorising the auditor(s) to communicatedirectly with the Facility Agent with regard to the accounts and operations ofthe Borrower with a copy of any such communication being provided to theBorrower by the auditors.

**14.**                       BASE CASE

A CD-Rom containing acopy of the Base Case which demonstrates that the minimum forward-lookingaverage DSCR for each consecutive annual period from such date up to the FinalMaturity Date is at least 1.50:1 calculated on the Base Case Assumptions(taking into account any scheduled repayment of the Facility to be made inaccordance with this Agreement prior to the commencement of the relevantCalculation Period).

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**Part II Second Advance**

1.                             Certificatefrom the Insurance Adviser that all Insurances and Reinsurances required to bein place by Financial Close pursuant to the Financing Documents have been takenout with financially sound and reputable insurers (or reinsurers, asapplicable) and are in full force and effect.

2.                             TheInsurance Adviser’s Report as addressed to the Facility Lenders.

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**Schedule 3 DRAWDOWN REQUEST**

From:                                              GoldFields La Cima S.A.as Borrower

To:                                                        TheRoyal Bank of Scotland plc                                                                          asFacility Agent

Dated:

Dear Sirs

**Gold Fields La Cima S.A. –US$150,000,000 Facility Agreementdated [                      ](the**“**Agreement**”**)**

1.                             Werefer to the Agreement.  This is aDrawdown Request. Terms defined in the Agreement have the same meaning in thisDrawdown Request unless given a different meaning in this Drawdown Request.

2.                             Wewish to borrow an Advance on the following terms:
| Proposed Drawdown Date: | [•]                              (or,  if that is not a Business Day, the next Business Day) |
|-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Currency of Advance:    | US$                                                                                                                                                                                                                                                |
| Amount:                 | [•]                              or,  if less, the Available Facility                        |
| Interest Period:        | [•]                                                                                          |

 

3.                             Weconfirm that each condition specified in Clause 4.3 (***Conditions Precedent to all Advances***) of the FacilityAgreement is satisfied on the date of this Drawdown Request.

4.                             Theproceeds of this Advance should be credited to the Onshore Dollar ReceiptsAccount.

5.                             ThisDrawdown Request is irrevocable.
| Yours faithfully              |
|-------------------------------|
|                          |
|                          |   |
| Authorised  Signatory         |
| acting for and  on behalf of  |
| **GOLD  FIELDS LA CIMA S.A.** |

 

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**Schedule 4 FORM OF NOTE**

**PROMISSORY NOTE**
| **PLACE OF ISSUE:** |   |   | **DATE OF ISSUE:** | ** ** |
|---------------------|--------|--------|--------------------|------------|

 

Value: US$                     

Issuer: GOLD FIELDS LACIMA S.A., a company incorporated under the laws of Peru registered at EntryA00001 of File 11606015 of the Companies Registry of Lima, with taxpayeridentification number 20507028915 and registered office at Av. Victor AndresBelaunde 147, Via Principal 155, Oficina 1401, San Isidro, Lima, Peru.

This Note is issued inaccordance with, and is subject in all respects to, Section 6 of the FacilityAgreement entered into on (                       )between GOLD FIELDS LA CIMA S.A., and Citigroup Global Markets Inc. as MandatedLead Arranger, the Royal Bank of Scotland PLC. as Mandated Lead Arranger,Facility Lender and Facility Agent, The Bank of Nova Scotia as Mandated LeadArranger and Facility Lender, The Bank of Nova Scotia Trust Company of New Yorkas Offshore Security Trustee, Scotiabank Peru S.A.A. as Onshore Security Agent,and Citbank N.A. as Facility Lender.

For value received, GOLDFIELDS LA CIMA S.A. unconditionally and irrevocably undertakes to pay to or tothe order of [*name of Facility Agent*] the sumof US$ [*amount to be completed*] on [*date of maturity to be completed*].  The amount owed under this note shall accruecompensatory and default interest in accordance with the Facility Agreementreferred to above.

Payment of the amountcontained in this Note must be made exclusively in US$ to the bank account at [*indicate Bank and account N°                    *].

The holder of this Notemay obtain payment without protest of non–payment.

This Note is governed byand shall be enforceable in accordance with Peruvian law.

Signature of AuthorizedRepresentative of Issuer:

[NAME] [IDENTITYDOCUMENT]

for and on behalf of GOLDFIELDS LA CIMA S.A.

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**Schedule 5**

**Form of Transfer Certificate**

To:                              The Royal Bank of Scotland plcas Facility Agent

From:                  [*TheExisting Facility Lender*] (the “**ExistingFacility Lender**”) and [*The NewFacility Lender*] (the “**NewFacility Lender**”)

Dated:

**Gold Fields La Cima S.A. – US$150,000,000 FacilityAgreementdated [                   ] (the**“**Agreement**”**)**

1.                             We refer to the Agreement.  This is a Transfer Certificate.  Terms defined in the Agreement have the samemeaning in this Transfer Certificate unless given a different meaning in thisTransfer Certificate.

2.                             We refer to Clause 26.5 (***Procedure fortransfer***):

(a)                        The Existing Facility Lender and the NewFacility Lender agree to the Existing Facility Lender transferring to the NewFacility Lender by novation all or part of the Existing Facility Lender’sCommitment, rights and obligations referred to in the Schedule in accordancewith Clause 26.5 (***Procedurefor transfer***).

(b)                       The proposed Transfer Date is[               ].

(c)                        The Facility Office and address, fax numberand attention details for notices of the New Facility Lender for the purposesof Clause 32.2 (***Addresses***)are set out in the Schedule.

3.                             The New Facility Lender expresslyacknowledges the limitations on the Existing Facility Lender’s obligations setout in Clause 26.4 (***Limitation of responsibility of Existing*** Facility Lenders).

4.                             This Transfer Certificate may be executed inany number of counterparts and this has the same effect as if the signatures onthe counterparts were on a single copy of this Transfer Certificate.

5.                             This Transfer Certificate is governed by andconstrued in accordance with English law.

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**THE SCHEDULE**

**Commitment/rights and obligations to be transferred**

[*insert relevant details*][*Facility Office address, fax number andattention details for notices and account details for payments*]

| [Existing Facility Lender] | [New Facility Lender] |
|----------------------------|-----------------------|
|                       |                  |
| By:                        | By:                   |

 

This Transfer Certificate isaccepted by the Facility Agent and the Transfer Date is confirmed as[           ].

| **The Royal Bank of Scotland plc** |
|------------------------------------|
| ** **                         |
| By:                                |

 

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**Schedule 6**

**FORM OFNEW FACILITY LENDER ACCESSION DEED**

To:                              The Royal Bank of Scotland plcas Facility Agent

From:                                     [*FinanceParty*]

Date:

DearSirs

**Gold Fields La Cima S.A. – US$150,000,000 FacilityAgreementdated [             ] (the**“**Agreement**”**)**

1.                             We refer to the Agreement.  This is an Accession Deed.  Terms defined in the Agreement have the samemeaning in this Accession Deed unless given a different meaning in thisAccession Deed.

2.                             [*Nameof new Party*] agrees tobecome a [insert capacity in which acceding] and to be bound by the terms ofthe Agreement as [*insertcapacity in which acceding*]and the Master Security and Intercreditor Deed and any other instruments anddocuments furnished pursuant thereto.  [*Name of new Party*] is a company duly incorporated under thelaws of [*name of relevantjurisdiction*].

3.                             [*Nameof new Party*] administrativedetails are as follows:

Address:

Fax No:

Attention:

4.                             This Accession Deed is governed by Englishlaw.

|   [Borrower] | [Name of new Party] |
|------------------------|---------------------|

 

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**Schedule 7**

**Form of Compliance Certificate**

To:                                                          The Royal Bank of Scotland plcas Facility Agent

From:                                              Gold Fields La Cima S.A.as Borrower

Dated:

DearSirs

**Gold Fields La Cima S.A. –US$150,000,000 Facility Agreementdated [           ] (the**“**Agreement**”**)**

1.                             We refer to the Agreement.  This is a Compliance Certificate.  Terms defined in the Agreement have the samemeaning when used in this Compliance Certificate unless given a differentmeaning in this Compliance Certificate.

2.                             We confirm that:  [Insert details of covenants to be certified]

3.             [We confirm that no Default iscontinuing.] *
| Signed: |                     |                     |   |   |
|---------|--------------------------|--------------------------|--------|--------|
|    | Director                 | Director                 |
|    | Gold Fields La Cima S.A. | Gold Fields La Cima S.A. |

 

[*insert applicable certification language*]
|                                       |   |
|---------------------------------------|--------|
| for and on  behalf of                 |
| *[name  of auditors of the Borrower]* |

 

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*                    If this statementcannot be made, the certificate should identify any Default that is continuingand the steps, if any, being taken to remedy it.

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**Schedule 8**

**Insurances**

(A)                   Insurance by the Borrower:  TheBorrower shall effect and maintain or cause to be effected and maintained infull force and effect at all times on and after the Closing Date (unlessotherwise specified below) and continuing throughout the term of this Agreement(unless otherwise specified below) insurance policies with insurance companies(i) having an A.M. Best Insurance Reports rating of “A-” or better and afinancial size category of “VIII” or higher, or (ii) having a Standard &Poor’s financial strength rating of “A-” or higher, or (iii) otherwiseacceptable to the Facility Agent.  Suchinsurance policies shall contain limits and coverage provisions sufficient tosatisfy the express, insurance-related requirements set forth in each of theProject Documents, but in no event less than the limits and coverage provisionsset forth below.  If an insurance companycannot meet the requirements of the above subsections (i) or (ii), the FacilityAgent may require that all or part of the risk be reinsured (in which case theminimum requirements for any reinsurance policies, including limits andcoverage provisions, shall be equivalent to the minimum requirements forinsurance policies pursuant to this Schedule 8) and that an assignment ofreinsurance be put in effect that allows the Borrower or the Finance Partiesdirect access to any reinsurers for direct payment of premiums and losses;provided that, the provisions of any such assignment of reinsurance, shall besubject to the approval of the Facility Agent (which approval shall not beunreasonably withheld) and any such reinsurers shall also be subject to thesame financial approval standards as outlined above in subsections (i) and(ii).

(1)                       General Liability Insurance: Liability insurance on an occurrence basisagainst claims filed anywhere in the world and occurring anywhere in the worldfor the Borrower’s liability arising out of claims for personal injury(including bodily injury and death) and property damage.  Such insurance shall provide coverage forcompleted operations, contractual liability, independent contractors and suddenand accidental pollution liability (which may be written separately on a claimsmade basis) with a $25,000,000 minimum limit per occurrence for combined bodilyinjury and property damage.  A maximumdeductible or self-insured retention of $100,000 per occurrence shall beallowed.

(2)                       Automobile Liability Insurance: Automobile liability insurance for theBorrower’s liability arising out of claims for bodily injury and propertydamage covering all owned (if any), leased, non-owned and hired vehicles of theBorrower, including loading and unloading, with a $10,000,000 minimum limit peraccident for combined bodily injury and property damage.  A maximum deductible or self-insuredretention of $100,000 per occurrence shall be allowed.

(3)                       Aircraft Liability Insurance: Aircraft liability insurance if theBorrower uses an aircraft (fixed wing or helicopter) that is owned, operated orchartered by the Borrower, for liability arising out of the operation of suchaircraft.  The insurance shall be providedfor a combined single limit not less than $15,000,000 each occurrence and suchlimit shall

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apply to bodily injury (including passengers)and property damage liability.  In theevent the Borrower charters aircraft, the foregoing insurance and evidence ofinsurance may be furnished by the owner of the aircraft with the Borrowerincluded as additional insured.  In theevent that a chartered aircraft hull is insured, such insurance shall providefor an insurer’s waiver of subrogation in favor of Borrower.

(4)                       Construction All Risk Insurance: Property damage insurance on an “all risk”basis covering the insurable assets of the Project with limits and coverageduring the construction period as follows:

·                                          Limits - Contract works Sum Insured for thefull Contract Value - $277,000,000

·                                          Inland Transit - $10,000,000

·                                          Removal Of Debris - 20% of loss maximum$5,000,000

·                                          Expediting Expenses - 20% of loss maximum$5,000,000

·                                          Professional Fees - $1,000,000

·                                          Plans and Documents - $500,000

·                                          Strike, riot and civil commotion -$10,000,000

·                                          Cost Escalation - 20% of contract value

·                                          50/50 Marine Contribution Clause

(5)                       Marine Cargo Insurance: Marine cargo insurance on a “warehouse to warehouse” basis, includingland, air and marine transit, insuring “all risks” of loss or damage on areplacement cost basis, based on a maximum any one shipment sum insured of$10,000,000.

(6)                       Operational Property Damage Insurance:  Onor before the Financial Completion Date, property damage insurance on an “allrisk” basis, covering all insurable assets of the  Project, insuring the Borrower and FinanceParties, as their interests may appear, including coverage against damage orloss caused by earth movement (including but not limited to earthquake,sabotage, landslide, subsidence and volcanic eruption), flood, windstorm, boilerand machinery accidents, strike, riot, civil commotion and “terrorism”.   For purposes of this clause “terrorism”shall be defined as an act, including but not limited to the use of force orviolence and/or the threat thereof, of any person or group(s) of persons,whether acting alone or on behalf of or in connection with any organization(s)or governments(s), committed for political, religious, ideological or similarpurposes including the intention to influence any government and/or to put thepublic, or any section of the public, in fear. Terrorism may be insured under a separate policy.

(a)                        Property Insured:  Theproperty damage insurance shall provide coverage for (i) all real and personalproperty constituting a part of the Project in respect of which theBorrower  has an insurable interest, (ii)the cost of recreating plans, drawings

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or any other documents or computer systemrecords, (iii) electronic equipment and (iv) foundations and other propertybelow the surface of the ground.

(b)                       Additional Coverages:  Theproperty damage policy shall insure (i) when needed, insured property prior to its being moved to or from the Siteand while located away from the Site, including ocean marine and air transitcoverage (if applicable) with limits sufficient to insure the full replacementvalue of the property or equipment (other than mobile equipment), (ii)reasonable attorney’s fees, engineering and other consulting costs, and permitfees directly incurred in order to repair or replace damaged insured property,(iii) increased cost of construction and loss to undamaged property as theresult of enforcement of building laws or ordinances, (iv) debris removal (v)the cost of preventive measures to reduce or prevent a loss (sue & labor)and (vi) expediting expenses (defined as extraordinary expenses incurred afteran insured loss to make temporary repairs and expedite the permanent repair ofthe damaged property in excess of the business interruption even if suchexpense does not reduce the business interruption loss).

(c)                        Special Clauses:  Theproperty damage policy shall include (i) a 72 hour clause for flood, windstormand earthquakes, (ii) an unintentional errors and omissions clause, (iii) arequirement that the insurer pay losses within 60 days after receipt of anacceptable proof of loss or partial proof of loss, (iv) an other insuranceclause making this insurance primary over any other insurance (excluding theextended maintenance coverage provided by the construction all risk policy) and(v) a clause requiring payment in U.S. dollars.

(d)                       Sum Insured:  The property damage policyshall (i) value property damage  lossesat their repair or replacement cost (excluding mobile equipment which mayinsured on the basis of the value of such equipment immediately anterior to theloss or damage), without deduction for physical depreciation or obsolescence,including custom duties, taxes and fees and (ii) insure the Project in anamount not less than the “Full Insurable Value” (for purposes of thisAgreement, “Full Insurable Values” shall mean the full replacement value of theProject’s insurable assets, including any improvements, equipment, spare partsand supplies, without deduction for physical depreciation and/or obsolescence)or such lesser amount as agreed to by the Facility Agent after consultationwith the Insurance Adviser (each acting reasonably) based in part on theresults of an acceptable maximum foreseeable loss report commissioned by theBorrower.  For those perils and coveragesrequired to be insured by this Section (6), sub-limits are allowed only for thefollowing coverages and subject to the following minimum limits.

·                                          Professional fees - $1,000,000

·                                          Undamaged property & building laws -$10,000,000

·                                          Debris removal – greater of 25% of the lossor $10,000,000

·                                          Expediting expenses - $5,000,000

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·                                          Extra expenses - $5,000,000

·                                          Property in transit - $10,000,000

·                                          Sue & Labor - $2,000,000

·                                          Damage underground - $100,000,000

·                                          Terrorism - $25,000,000

The perils of flood, earthquake and terrorismfor damage over-ground may be insured in amounts less than the Full InsurableValue as agreed to by the Facility Agent after consultation with the InsuranceAdviser (each acting reasonably) based in part on an acceptable maximumforeseeable loss report, commissioned by the Borrower that addresses theseperils.

(e)                        Deductibles:  The property damage policy mayhave deductibles of not greater than $3,000,000 per occurrence subject tohigher deductibles for the perils of earthquake and terrorism, as agreed to bythe Facility Agent.

(f)                          Prohibited Exclusions:  Theproperty damage policy shall not contain any (i) coinsurance provision, (ii)exclusion for loss or damage resulting from freezing, mechanical breakdown,(iii) exclusion for property covered under any guarantee or warranty arisingout of an insured peril or (iv) exclusion for resultant damage caused byordinary wear and tear, gradual deterioration, normal subsidence, settlingcracking, expansion or contraction, faulty workmanship, design or materials.

(7)                       Business Interruption Insurance:  Onor prior to the Financial Completion Date, business interruption insuranceinsuring the Borrower and Finance Parties, as their interests may appear,covering loss of income sufficient to insure the Borrower’s continuing normaloperating expenses including payroll and debt service for a period not lessthan 18 months (or such lesser amounts as agreed to by the Facility Agent afterconsultation with the Insurance Adviser (each acting reasonably) and based inpart on the results of an acceptable maximum foreseeable loss reportcommissioned by the Borrower) arising from any loss required to be insured bythe operational property damage insurance section (5) above.

Such insurance shall include coverage for (a)loss of utility services, (b) damage to third party transportation facilitiesincluding but not limited to roads, tracks and bridges providing access to andfrom the Site or to the port facilities, (c) port facilities including portblockage, in an amount not less than 6 months of continuing normal operatingexpenses including payroll and debt services (or such lesser amounts as may beagreed to by the Facility Agent after consultation with the Insurance Adviser(each acting reasonably), based in part on the results of a maximum foreseeableloss study commissioned by the Borrower).

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Such insurance shall include a clauseallowing interim payments on account pending finalization of the claim paymentand shall not contain any coinsurance clause or include a waiver of suchclause.

Such insurance shall be subject to a maximumdeductible of 30 days per occurrence.

(B)       Amendment of Requirements:

(1)        Amendment by the Facility Agent:

(a)                      Notwithstanding any other provision of thisSchedule 8, the Facility Agent may, by at least thirty (30) days notice inwriting to the Borrower, amend the minimum insurance requirements set out inthis Schedule 8, if, in the Facility Agent’s opinion (acting reasonably andfollowing consultation with the Insurance Adviser), the failure to amend suchminimum requirements (and the relevant insurance or reinsurance or relatedprovisions (including the limits or deductibles thereof)) would pose a materialrisk to the Project and provided always that the relevant amendments to theinsurance or reinsurance or related provisions (including the limits ordeductibles thereof) proposed by the Facility Agent are available oncommercially reasonable terms in the commercial insurance market and theBorrower (acting reasonably and following consultation with its insurance adviser)does not notify the Facility Agent in writing within thirty (30) days of suchnotice from the Facility Agent that it disagrees with the Facility Agent.

(b)                       In the event that the Facility Agent and theBorrower disagree as to the matters set out in paragraph (a), above, and failto reach agreement on such matters within twenty (20) days of suchdisagreement, they shall jointly refer the matter to an independent insuranceexpert (whose identity and terms of reference shall be agreed upon by theBorrower and the Facilty Agent or in the absence of such agreement, specifiedby the Chairman of the Association of British Insurers) who shall make adetermination within thirty (30) days as to the matters set out in paragraph(a).  In making such determination, theindependent insurance expert shall act as an expert and not as anarbitrator.  The determination by theindependent expert shall be binding upon the Borrower, the Facility Agent andthe other Finance Parties.  In the eventthat the independent expert makes a determination in favour of the FacilityAgent, the Borrower shall promptly procure such insurance or reinsurance orrelated provisions, as the case may be.

(2)        Amendment Due To CommercialUnfeasibility:

(a)                        Notwithstanding any other provision of this Schedule8, the Borrower shall not be required to maintain any insurance or reinsuranceor related provisions (including the limits or deductibles thereof) herebyrequired to be maintained, to the extent that the Borrower notifies theFacility Agent in writing, at least ninety (90) days prior to the renewal ofany of the relevant policies, that in the Borrower’s opinion (acting reasonablyand following consultation with its insurance adviser) any such insurance orreinsurance or related provisions are not available on commercially

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reasonable terms in the commercial insurancemarket and the Facility Agent (acting reasonably and following consultationwith the Insurance Adviser) does not notify the Borrower in writing withinthirty (30) days of such notice from the Borrower that it disagrees with theBorrower.

(b)                       In the event that the Facility Agent and theBorrower disagree as to whether the relevant insurance or reinsurance orrelated provisions (including the limits or deductibles thereof) are availableon commercially reasonable terms in the commercial insurance market and fail toreach agreement on such matter within twenty (20) days of such disagreement,they shall jointly refer the matter to an independent insurance expert (whoseidentity and terms of reference shall be agreed upon by the Borrower and theFacility Agent or in the absence of such agreement, specified by the Chairmanof the Association of British Insurers) who shall make a determination withinthirty (30) days as to the availability on commercially reasonable terms in thecommercial insurance market of the relevant insurance or reinsurance or relatedprovisions.  In making suchdetermination, the independent insurance expert shall act as an expert and notas an arbitrator.  The determination bythe independent expert shall be binding upon the Borrower, the Facility Agentand the other Finance Parties.  In theevent that the independent expert determines that the relevant insurance orreinsurance or related provisions are available on commercially reasonableterms in the commercial insurance market, or if the relevant insurance orreinsurance or related provisions that were not previously available oncommercially reasonable terms in the commercial insurance market subsequentlybecome available on commercially reasonable terms in the commercial insurancemarket, the Borrower shall promptly procure such insurance or reinsurance orrelated provisions, as the case may be.

(c)                        In the event that any insurance, reinsuranceor related provisions  (including thelimits or deductibles thereof) are not required to be maintained in accordancewith paragraphs (a) and (b), above, the Borrower and the Facility Agent (inconsultation with their respective insurance advisers) shall confer at leastannually and in any event at least ninety (90) days prior to renewal of therelevant policies to assess whether cover has become available on commerciallyreasonable terms in the commercial insurance market and the Borrower shall keepthe Facility Agent informed of the availability of such cover.

(d)                       Without prejudice to the rights of theBorrower, the Facility Agent or the independent insurance expert to use anyother determination, for the purposes of Section B(1) and this Section B(2),insurance, reinsurance or related provisions shall be determined as “notavailable on commercially reasonable terms in the commercial insurance market”if such insurance, reinsurance or related provisions are obtainable only atexcessive costs which are not justified in terms of the risk to be insured andare generally not being carried by or applicable to projects or operationssimilar to the Project because of such excessive costs.

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(C)       Borrower Conditions and Requirements:

(1)                       LossNotification:  The Borrower shallpromptly notify the Facility Agent of any single loss or event reasonablylikely to give rise to a claim against an insurer for an amount in excess of$2,000,000 covered by any insurance policy after application of the deductiblein the policy.

(2)                       LossAdjustment and Settlement:  A lossunder the insurance policies providing operational property damage or businessinterruption, shall be adjusted with the insurance companies, including thefiling in a timely manner of appropriate proceedings, by the Borrower, whoshall consult in good faith with the Facility Agent if such loss is in excessof $2,000,000 after application of the deductible in the policy.  In addition the Borrower may in itsreasonable judgment consent to the settlement of any loss, provided that in theevent that the amount of the loss exceeds $2,000,000, after application of thedeductible in the policy, the terms of such settlement is concurred with by theFacility Agent.

(3)                       ComplianceWith Policy Requirements:  TheBorrower shall not intentionally violate or permit to be violated any of thematerial conditions, provisions or requirements of any insurance policyrequired by this Schedule 8, and without prejudice to Section B(2) above, theBorrower shall use commercially reasonable efforts to perform, satisfy andcomply with, or cause to be performed, satisfied and complied with, allconditions, provisions and requirements of all insurance policies.

(4)                       Waiverof Subrogation:  The Borrower herebywaives any and every claim for recovery from the Finance Parties for any andall loss or damage covered by any of the insurance policies to be maintainedunder this Schedule 8 to the extent that such loss or damage is recovered underany such policy.  If the foregoing waiverwill preclude the assignment of any such claim to the extent of such recovery,by subrogation (or otherwise), to an insurance company (or other person), the Borrowershall give written notice of the terms of such waiver to each insurance companywhich has issued, or which may issue in the future, any such policy ofinsurance (if such notice is required by the insurance policy) and shallendeavor to cause each such insurance policy to be properly endorsed by theissuer thereof to, or to otherwise contain one or more provisions that, preventthe invalidation of the insurance coverage provided thereby by reason of suchwaiver.

(5)                       Evidenceof Insurance:  On the date ofFinancial Close and on an annual basis prior to each policy anniversary, theBorrower shall furnish the Facility Agent with (1) evidence of insuranceevidencing all of the insurance required by the provisions of this Schedule8.  Such evidence of insurance shall beexecuted by each insurer or by an authorized representative of each insurerwhere it is not practical for such insurer to execute the evidence of insuranceitself.  Such evidence of insurance shallidentify the insurer, the type of insurance, the insurance limits and thepolicy term and shall specifically contain the special provisions enumeratedfor such insurance required by this Schedule 8. Upon request, the Borrower will promptly furnish the Facility Agent withcopies of all

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insurance policies, reinsurance policies, binders and cover notes orother evidence of such insurance relating to the insurance required to bemaintained by the Borrower.

(6)                       Reports:  At least 10 Business Days prior to theinsurance renewal or anniversary, the Borrower shall furnish the Facility Agentwith a report of a broker (in the form of Annex A (Insurance Broker’s Letter ofUndertaking) to this Schedule 8), signed by an officer of the broker.

In addition, at least 10 days prior to the Financial Completion Date,the Insurance Adviser shall furnish the Facility Agent with a report providingthe opinion of the Insurance Adviser regarding the Borrower’s compliance withthe terms of this Schedule 8.

The Borrower will advise the Facility Agent in writing promptly of (1)any failure that it is reasonably aware of to maintain insurance in compliancewith the minimum insurance required by this Schedule 8 and (2) any default inthe payment of any premium and of any other act or omission on the part of theBorrower that it is reasonably aware of which may invalidate or renderunenforceable, in whole or in part, any insurance being maintained by theBorrower pursuant to this Schedule 8.

(D)       Insurance Policy Conditions andRequirements

(1)                       LossSurvey:  All policies of insurancerequired to be maintained pursuant to this Schedule 8, wherein more than oneinsurer provides the coverage on any single policy, shall have clause (or aseparate agreement among the insurers) wherein all insurers have agreed uponthe employment of a single firm to survey and investigate all losses on behalfof the insurers.  Where the insurer(s) onany single policy do not meet the financial rating requirements specified inthis Schedule 8, the provisions of this clause shall also apply to allreinsurers where the reinsurers and insurers will have agreed upon a firm withauthority to survey and investigate losses on behalf of all insurers andreinsurers.

(2)                       PolicyCancellation and Change:  Allpolicies of insurance or reinsurance required to be maintained pursuant to thisSchedule 8 shall be endorsed so that if at any time they are canceled (by anyparty including the insured) so as to affect the interests of the FinanceParties, such cancellation shall not be effective as to the Finance Parties for60 days except for non-payment of premium which shall be for 10 days, afternotification to the Facility Agent of written notice from such insurer of suchcancellation or reduction.  Where it isimpossible for the Borrower to obtain agreement from insurers for such notice,an agreement with its insurance broker to provide the notice will beacceptable.

(3)                       MiscellaneousPolicy Provisions:  The portions ofthe insurance policies providing the required operational property damage orbusiness interruption insurance shall (i) not include any annual or termaggregate limits of liability except for the perils of flood, earth movementand terrorism, (ii) have any aggregate limits of liability apply separatelywith respect to the Project (iii) include the Finance Parties as additionalinsureds as their interest may appear, (iv) include a clause requiring theinsurer to make final payment on

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any claim within 60 days after the submission of proof of loss and itsacceptance by the insurer and (v) shall be denominated and losses payable inDollars.

(4)                       Separationof Interests:  All policies ofinsurance and reinsurance: (i) shall specify that the Borrower (or, in the caseof any policies of reinsurance, the insurer) and the Finance Parties comprisemore than one insured party each operating as a separate and distinct entityand cover shall apply in the same manner and to the same extent as ifindividual policies had been issued to each such insured party; (ii) may,subject to paragraph (iii), provide that the relevant insurer or reinsurershall be entitled to avoid liability to or claim damages from any of theinsured parties in circumstances of fraud, deliberate misrepresentation,deliberate non-disclosure or breach of any warranty or condition (a “VitiatingAct”) in such policies committed by that insured party; (iii) shall specifythat a Vitiating Act committed by one insured party shall not prejudice theright to indemnity of any other insured party who has an insurable interest andwho has not committed a Vitiating Act.

(5)                       LiabilityInsurance Endorsements:  All policiesof liability insurance required to be maintained by the Borrower shall beendorsed as follows:

(a)        To name the FinanceParties as additional insureds;

(b)       Toprovide a severability of interests and/or cross liability clause or aseparation of insureds clause;

(c)                        Thatthe insurance shall be primary and not excess to or contributing with anyinsurance or self-insurance maintained by the Finance Parties, and

(d)                       Maintainpolicies denominated and losses payable in Dollars (to the extent permitted byPeruvian laws and regulations from time to time).

(6)                       Paymentof Loss Proceeds:  The insurancepolicies and any reinsurance policies shall specify that the proceeds of anyclaims thereunder (other than (i) the proceeds of any such claims which are inrespect of amounts claimed by third parties and are paid directly thereto orhave already been paid by the Borrower and which may be paid directly to theRevenue Accounts in accordance with clause 6 (*RevenueAccounts*) of the Accounts Management Agreement or (ii) RevenueCompensation Proceeds) shall be payable into the respective Offshore InsuranceProceeds Account or Onshore Insurance Proceeds Account in accordance withclause 9 (*Insurance Proceeds Accounts*) of theAccounts Management Agreement.

(E)                      Failureto Maintain Insurance:  In the eventthe Borrower fails to maintain or cause to be effected and maintained fullinsurance coverage required by this Schedule 8, the Facility Agent, upon 30days’ prior notice (unless the aforementioned insurance would lapse within suchperiod, in which event notice should be given as soon as reasonably possible)to the Borrower of any such failure, may (but shall not be obligated to) takeout the required policies of insurance and pay the premiums on the same.  All amounts so advanced thereof by theFacility Agent shall become an additional obligation of the

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Borrower to the Facility Agent, and the Borrower shall forthwith paysuch amounts to the Facility Agent, together with interest thereon at the rateof the aggregate of LIBOR and the applicable Margin from the date so advanced.

(F)                      NoDuty of Finance Parties to Verify or Review:  No provision of this Schedule 8 or anyprovision of this Agreement or any Project Document shall impose on the FinanceParties any duty or obligation to verify the existence or adequacy of theinsurance coverage maintained by the Borrower, nor shall the Finance Parties beresponsible for any representations or warranties made by or on behalf of theBorrower to any insurance company or underwriter.  Any failure on the part of the FinanceParties to pursue or obtain the evidence of insurance required by this Schedule8 from the Borrower and/or failure of the Finance Parties to point out anynon-compliance of such evidence of insurance shall not constitute a waiver ofany of the insurance requirements in this Schedule 8.

(G)                     AcceptablePolicy Terms and Conditions:  Theportions of all policies of insurance required to be maintained pursuant tothis Schedule 8 shall contain terms and conditions reasonably acceptable to theFacility Agent.  If the requirements ofthis Schedule 8 are satisfied through a global insurance policy maintained byGold Fields Limited or any of its Affiliates, the requirements of this Schedule8 shall be required to be satisfied by such policy only in so far as it relatesto the Borrower.

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Annex A

Insurance Broker’sLetter of Undertaking

**INSURANCE BROKER’S LETTER OF UNDERTAKING**

To:                   The Royal Bank of Scotlandplc as Facility Agent

Attention:      Mr. Greg Arandt

[*date*]

DearSirs,

**CerroCorona Project – Gold Fields La Cima S.A. (the “Borrower”)**

Anycapitalised word, term or phrase that is used herein that is not specificallydefined herein shall have the meaning ascribed to such word, term or phrase inthe facility agreement dated [•] 2006 entered into between the Borrower,Citigroup Global Markets Inc., The Royal Bank of Scotland plc. and The Bank ofNova Scotia (Trust Company of New York), among others (the “**Facility Agreement**”)

Pursuantto instructions received from the Borrower in connection with the arrangementof the Insurances and (to the extent required in accordance with Schedule 8 (*Insurance*) of the Facility Agreement) Reinsurances (thedetails of which Insurances and (if applicable) Reinsurances are set out inSchedule A to this letter) we confirm that:

(i)                           to the best of our knowledge and belief, theInsurances and (if applicable) Reinsurances are in full force and effect asevidenced by the information in Schedule A to this letter;

(ii)                        no information disclosed by us to theinsurers in relation to the Insurances (“**Insurers**”) wasactually known by us to be inaccurate, incomplete or misleading; and

(iii)                     we are not aware (after making reasonableenquiry) of any reason why the Borrower or any Insurer may be unwilling orunable to honour its obligations in relation to the Insurances and (ifapplicable) Reinsurances, or to avoid them or any claim, in whole or in part.

Wehave arranged the Insurances and (if applicable) Reinsurances on the basis ofinformation and instructions given to us by the Borrower and the Insurers,respectively, and we have not made any particular or special enquiry regardingthe Insurances or (if applicable) Reinsurances beyond those that we normallymake in the ordinary course of arranging insurance or reinsurance on behalf ofour clients.

Wehereby agree in respect of the interests of the Borrower and the FacilityLenders in the Insurances and Reinsurances:

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1.                            to notify promptly to all (Re)Insurers fromtime to time of the Insurances and (if applicable) Reinsurances of theassignment to the Facility Lenders of the Borrower’s rights under theInsurances and (if applicable) Reinsurances and to the proceeds thereunder andto use our reasonable endeavours to procure their acknowledgement of receipt ofsuch notices of assignment and to use reasonable endeavours to have the noticesendorsed on the policies of Insurance and Reinsurance, and to provide you withtrue copies of such notices and endorsements.

2.         to notify you:

(a)                        promptly when we are informed of any proposedchanges in the terms of the Insurances or (if applicable) Reinsurances which wereasonably believe would, if effected, result in any material reduction inlimits or alteration in coverage (including those resulting from extensions) orincrease in deductibles, exclusions or exceptions;

(b)                       promptly if any premium due has not been paidto us when due, or should we become aware of any (Re)Insurer giving notice ofcancellation non-renewal or avoidance of any Insurance and (if applicable)Reinsurance or threatens to us to do so; and

(c)                        other than in respect of the assignmentcontemplated in paragraph 1., above, immediately in the event of our becomingactually aware of any purported assignment of, or the creation of any securityinterest over, the Borrower’s interest or rights in any of the Insurances or(if applicable) Reinsurances.

3.                            to provide to you, at least 10 Business Daysprior to the expiry of the Insurances and (if applicable) Reinsurances, allreasonable information regarding their renewal arrangements, includingpremiums, the Insurers and terms and conditions of renewal cover.

4                               to hold all Insurance and (if applicable) Reinsurance policies receivedby us to your order, free from any lien, if any, in respect of monies owing tous in respect of any Insurance and (if applicable) Reinsurance save for anylien that secures any premium that we have paid on behalf of the Borrower orany claim that we have paid on behalf of the (Re)Insurers.

5.                            to procure payment of any claim collected byus on behalf of the Borrower or the Facility Agent acting on behalf of theFacility Lenders in accordance with the loss payee provision (if any) withinany Insurance or Reinsurance without deduction or set off of any kind for anyreason.

6.                            to pay promptly to Insurers all premiumsreceived by us from the Borrower in order to ensure that each Insurance isvalid and enforceable in accordance with its terms.

7.                            to the extent to which we are required tomake such documents available to the Borrower, we shall make available to youon reasonable request copies of any such

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documents from our placing and claims filesin respect of the Insurance but excluding any information that is commerciallysensitive and does not relate to any claims made under the Insurances and (ifapplicable) Reinsurances or, any information which is confidential to thirdparties.

8.                            to inform you in writing immediately if wereceive or give notice that we are to cease to act as (re)insurance brokers tothe Borrower or Insurers in respect of the Insurances and (if applicable)Reinsurances previously arranged by us. Paragraphs 1 through 7 above are subject to our continuing appointmentas(re) insurance brokers in relation to the Insurances and (if applicable)Reinsurances concerned and the handling of claims in relation to them and shallautomatically cease upon termination of our appointment for any reason (butwithout prejudice to matters arising prior to such termination).

Weacknowledge and confirm that the Facility Lenders have a direct interest in theInsurances and (if applicable) Reinsurances as co-insureds and an indirectinterest in them arising from their security interest in them and in the claimsproceeds deriving from them but we hereby declare that we owe neither them noryou any duty of care except as set out in this letter.

Saveas provided in the preceding paragraph of this letter, and save insofar as wehave given any confirmations, undertakings or assurances in this letter, it isto be understood by the Facility Lenders that we have not acted as theirinsurance broker and that accordingly they may not rely on any advice which wehave given to the Borrower in respect of the Insurance or the Insurers inrespect of any Reinsurances, and we do not represent that the Insurances or anyReinsurances are suitable or sufficient to meet the needs of the FacilityLenders, who must take such steps and advice of their own as they considernecessary in order to protect their own position.

Thisletter has been prepared exclusively for the use of the addressee and the FacilityLenders.  No responsibility is acceptedto any third party for the whole or any part of its contents and in the eventthat it is disclosed to a third party any and all liability howsoever arising(including negligence) to such third party is hereby expressly excluded. Noperson except the addressee, the Facility Lenders, us and our directors andemployees have any rights arising out of this letter under the Contracts(Rights of Third Parties) Act 1999.

Strictlywithout prejudice to the preceding exclusion of liability, our and ourdirectors’ and employees’ aggregate liability to any persons, companies ororganisation who acts in reliance on this letter for any and all mattersarising from this letter and the contents thereof shall in any and all eventsbe limited to the sum of US$10,000,000 (ten million United States dollars) evenif we are negligent, or are in breach of contract or breach of duty. We shallnot be liable in any circumstances for (whether direct or indirect) loss ofrevenue, loss of opportunity, loss or profits, loss of anticipated savings orany indirect or consequential losses. We do not limit liability for our fraudor wilful misconduct.

Thisletter is given by us on the instruction of the Borrower and with the Borrower’sfull knowledge and consent as to its terms as evidence by the Borrower’ssignature below.

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Pleasecountersign and return a copy of this letter to indicate that you accept itsterms, failing which you should not reply upon the contents of this letter andwe disclaim any duty of care to you.  Bysigning you also warrant that you have authority to do so and bind yourself andthe Facility Lenders (for whom you are agent) to the terms of this letter.

Thisletter shall be governed by and construed in all respects in accordance withEnglish law and is subject to the exclusive jurisdiction of the English Courts.
| Yours faithfully,                                  |
|----------------------------------------------------|
|                                               |
|                                               |
|                                               |   |
| Title:                                             |
| *For and  on behalf of [name of insurance broker]* |
|                                               |
|                                               |
| Countersigned  by:                                 |
|                                               |
|                                               |
|                                               |   |
| Title:                                             |
| For and on  behalf of Gold Fields La Cima S.A.     |

 

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Wehereby accept the terms of this letter, a copy of which is attached hereto.
| By:                                                                                     |
|-----------------------------------------------------------------------------------------|
|                                                                                    |
|                                                                                    |
|                                                                                    |   |
| Title:                                                                                  |
|                                                                                    |
| For and on  behalf of The Royal Bank of Scotland plc, in its capacity as Facility Agent |

 

[*attach copy of insurance broker’s letter ofundertaking*]

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**ScheduleA**

**Insuranceand Reinsurance Policies**

**Detailsof Insurance Policies**
| Name of Policy                                                                                                                               | ** ** | **Name of Insurer**                                                                                                  | ** ** | **Policy Number**                                                                                                         | ** ** | **Type of  Insurance**                                                                                                    | ** ** | **Major Limits of  Liability**                                                                                       | ** ** | **Date of  Expiry**                                                                                                       | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|
|                           |       |                       |       |                       |       |                       |       |                       |       |                       |       |
|                           |       |                       |       |                       |       |                       |       |                       |       |                       |       |

 

**Details of Reinsurance Policies**
| Name of Policy                                                                                                                               | ** ** | **Name of Insurer**                                                                                                  | ** ** | **Policy Number**                                                                                                         | ** ** | **Type of Insurance**                                                                                                | ** ** | **Major Limits of  Liability**                                                                                       | ** ** | **Date of  Expiry**                                                                                                       | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|
|                           |       |                       |       |                       |       |                       |       |                       |       |                       |       |
|                           |       |                       |       |                       |       |                       |       |                       |       |                       |       |

 

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**Schedule 9****Consents**

**Part I  Consents**

**A.        Material Concessions**

|     | ** ** | **Name of the right** | ** ** | **Code**    | ** ** |
|-----|------------|--------------------------------------|------------|-------------|------------|
| 1.  |       | Alfa 23-I  (Acumulado)               |       | 03000715Y01 |       |
| 2.  |       | Alfa 23-II  (Acumulado)              |       | 03000716Y01 |       |
| 3.  |       | Alfa Veintitrés  (Reducido)     |       | 03001066X01 |       |
| 4.  |       | Alfa-C                               |       | 03002889X01 |       |
| 5.  |       | Alfa-E                               |       | 03002890X01 |       |
| 6.  |       | Arpón 19-I  (Acumulado)         |       | 03003206X01 |       |
| 7.  |       | Arpón C                         |       | 03003101X01 |       |
| 8.  |       | Arpón Diecinueve                |       | 03001067X01 |       |
| 9.  |       | Cañón                      |       | 03001629X01 |       |
| 10. |       | Carolina Uno  2003                   |       | 010265003   |       |
| 11. |       | Cerro                                |       | 03002064X01 |       |
| 12. |       | Chela Veintidós                 |       | 03001014X02 |       |
| 13. |       | Fumisa No 3                     |       | 03001918X01 |       |
| 14. |       | Fumisa No 3-A                   |       | 03002736X01 |       |
| 15. |       | Fumisa No 3-B                   |       | 03002737X01 |       |
| 16. |       | Fumisa No 3-H                   |       | 03002746X01 |       |
| 17. |       | Fumisa No  3-H-A2-(Fraccionado) |       | 0302746AX01 |       |
| 18. |       | Juan XXIII                           |       | 03003661X01 |       |
| 19. |       | Nancy                                |       | 03000479X01 |       |
| 20. |       | Nilda                                |       | 03000078X01 |       |
| 21. |       | Proyecto 2004                        |       | 010070004   |       |
| 22. |       | Redención                       |       | 03002204X01 |       |
| 23. |       | Tara                                 |       | 03002284X01 |       |
| 24. |       | Vale                                 |       | 03002471X01 |       |
| 25. |       | Valle                                |       | 03002085X01 |       |
| 26. |       | Valle-A                              |       | 03002350X01 |       |

 

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**B.        OtherConsents**

 

1.                           Approvalof the Administrative Economic Unit (*Unidad EconómicaAdministrativa*)  Carolina N° 1(01-00001-84-U) in the name of Sociedad Minera La Cima S.A., granted byResolución Jefatural 02561-2005-INACC/J.

2.                           EnvironmentalImpact Study (*Estudio de Impacto Ambiental*)approved by  Directorate Resolution No.514-2005-MEM/AAM.

3.                           Permitfor Ground Water Use - Quebrada Chorro Blanco y Las Gordas (4.8 l/s. - MiningPurposes) granted by Administrative Resolution No. 025-2006-GR-CAJ/DRA-ATDRC.

4.                           Permitfor Ground Water Use - Quebrada Chorro Blanco y Las Gordas (1.4 l/s. - DomesticPurposes) granted by Administrative Resolution No. 024-2006-GR-CAJ/DRA-ATDRC.

5.                           Permitfor Ground Water Use of PP3 Well (7.50 lts/s – Mining Purposes) approved byAdministrative Resolution No 152-2006-GR-CAJ/DRA-ATDRC. This AdministrativeResolution was rectified by Administrative Resolution No342-2006-GR-CAJ/DRA-ATDRC.

6.                           Licensefor Surface Water Use - Manantial Coymolache (0.20 lts/s. - Domestic Purposes)granted by Administrative Resolution No. 374-2004-GR-CAJ-DRA-ATDRC.

7.                           Licensefor Surface Water Use - Quebrada Chorro Blanco (5 lts/s. - Domestic and MiningPurposes) granted by Administrative Resolution No. 373-2004-GR-CAJ-DRA-ATDRC.

8.                           Licensefor Surface Water Use - Quebrada Las Aguilas (10 lts/s. - Domestic Purposes) grantedby Administrative Resolution No. 372-2004-GR-CAJ-DRA-ATDRC.

9.                           Licensefor Surface Water Use - Río El Puente de la Hierba (50 lts/s. - MiningPurposes) granted by Administrative Resolution No. 371-2004-GR-CAJ-DRA-ATDRC.

10.                     Authorizationto construct sedimentation ponds in Las Aguilas and Las Gordas granted by AdministrativeResolution No. 114-2006-GR-CAJ/DRA-ATDRC.

11.                     FavourableOpinion for the Use of Explosives – Construction Activities issued byResolution No 594-2006-MEM-DGM-V.

12.                     Certificate ofMining Operation (COM) - COM No. 155-2006, as amended by Report No208-2006-MEM-DGM-FMI-COM.

13.                     DirectConsumer Registry for Fixed Tanks of Gasoline and Diesel (57,079 gal.) –RegistrationNo. 0001-CDFJ-06-2004.

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14.                     Certificateof Nonexistence of Archaeological Remains - CIRA No. 2005-00244.

15.                     Certificateof Nonexistence of Archaeological Remains - Cerro Corona Project Area CIRANo. 2004-0176.

16.                     TechnicalReport for the Inspection of Roads 501 and 557 - Oficio No. 1263-2005-MTC/14.

17.                     Authorizationfor “Teleservicio Privado” with 22 stations approved by DirectorateResolution No. 912-2006-MTC-17.

18.                     OperationLicense of Magazine Explosives Storage, requested by Compañía Minera San MartínS.A. (contractor) and approved by Directorate Resolution No. 02982-2005-IN-1703-2.

19.                     DirectConsumer Registry with Mobile Tanks of Diesel (15,930 gal.) requested byCompañía Minera San Martín S.A. (contractor) and with Registration No.0010-CDMV- 06-2006.

20.                     MiningContractor Registry - Authorization for Exploration, Development, Exploitationand Benefits Works, requested by Compañía Minera San Martín S.A. (contractor)and approved by Directorate Resolution No. 258-2005-MEM-DGM.

21.                     OperationMunicipal Authorization (Kitchen and Warehouse), requested by Eurest Compassand approved by Authorization No. 000001-96.

22.                     Authorizationfor the Construction of the “Cerro Corona” Beneficiation Plant and ancillaryfacilities granted by Directorate Resolution No 116-2006-MEM-DGM/V.

23.                     ThirdExtension of the Temporary “Eventual” Authorization for Explosives Userequested by Compañía Minera San Martín S.A. (contractor) approved by DirectorateResolution No. 02783-2006-IN-1703-2 (extends the Authorizations granted by DirectorateResolution No. 01764-2006-IN-1703-2, Directorate Resolution No00102-2006-IN-1703-2 and Directorate Resolution No 00891-2006-IN-1703-2).

24.                     OperationLicense of Magazine Explosives Storage, requested by Compañía Minera San MartínS.A. (contractor) and approved by Directorate Resolution No. 00781-2006-IN-1703-2.

25.                     TechnicalFile of the Relocation Project of Manuel Vasquez Pipeline and the authorizationto perform works for such Relocation approved by  Administrative Resolution No344-2006-GR-CAJ/DAR-ATDRC.

26.                     GlobalExplosives Authorization – Pit granted by Directorate Resolution No02060/2006-N-1703-2.

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27.                     TechnicalFile Approval  for the Construction / Improvement of Road501 Tingo - Pilancones - Hualgayoc (Replacing Part of the Road 3N -Tingo) granted by Oficio No 0524-2006-MTC/14.

28.                     Certificate ofRegistration before the DREM - Cajamarca (Dirección Regional de Energía yMinas) as a Direct Consumer with Movable Facilities, under registry number 0008– CDMV – 06 – 2006.

29.                     Certificateof Registration before the DREM - Cajamarca (Dirección Regional de Energía yMinas) as a Direct Consumer with Movable Facilities, under registry number 0007– CDMV – 06 – 2006.

30.                     Certificateof Nonexistence of Archaeological Remains – CIRA No. 2006-0500 (Roads 557 and501).

31.                     OperationLicense of Magazines (Explosives Storage) - 3 Containers and 1 Nitrate Depositapproved by Directorate Resolution No 02739-2006-IN-1703-2.

32.                     Authorizationto Perform Surface Water Studies for Hidraulic and Geotechnical Structures inQuebradas Las Aguilas, Las Gordas, Corona, Mesa de Plata, and rivers Tingo –Maygasbamba and Hualgayoc – Arascorge, granted by Administrative Resolution No386-2006-GR-CAJ/DRA-ATDRC.

33.                     SanitaryAuthorization for the Treatment and Disposal System of Domestic Sewage Watersat the Construction Camp – Cerro Corona, granted by Directorate Resolution No1627-2006-DIGESA-SA.

34.                     SanitaryAuthorization for the Treatment System of Drinkable Water at the ConstructionCamp – Cerro Corona, granted by Directorate Resolution No 1623-2006-DIGESA-SA.

35.                     Approval ofthe Technical Filing of the Permanent Structures for Sediment Control inQuebrada Mesa de Plata and Corona and authorization for the construction of twoSedimentation Ponds, granted by Administrative Resolution No399-2006-GR-CAJ/DRA-ATDRC.

36.                     Approval of theperformance of the Archaeological Evaluation Project for the Improvement ofTransit on the Access Road to Cerro Corona requested by Cesel Ingenieros(contractor), granted by Directorate Resolution No 1762/INC.

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**Part IIApplications**

 
| ** ** | ** ** | **Consent**                                                                                                                                                                                                                                                | ** ** | **Applicant**                                                    | ** ** | **Authority**                          |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|----------------------------------------|
| 1.         |       | Public Infrastructure Service Investment (works for  rehabilitation and improvement of Road No. 557).                                                                                                                                                      |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | Dirección General de Minería |
| 2.         |       | Procedure for the inclusion of the Mining  Concessions named Proyecto 2004, Carolina Uno 2003 and Amanecer Minero GF  into the UEA Carolina No 1.                                                                                                     |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | INACC                                  |
| 3.         |       | Authorization to Construct Tailing Dam and  Complementary Facilities.                                                                                                                                                                                      |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | ATDR                                   |
| 4.         |       | Operation License for Magazine Silo (Storage of  Emulsions).                                                                                                                                                                                               |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | DICSCAMEC                              |
| 5.         |       | Extension of Certificate of Mining Operation (COM) -  2006                                                                                                                                                                                                 |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | Ministry of Energy and Mines           |
| 6.         |       | Certificate of Mining Operation (COM) for 2007.                                                                                                                                                                                                            |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | Ministry of Energy and Mines           |
| 7.         |       | Second extension of the authorization for the  performance of Ground Water Studies – Cerro Corona granted by Administrative  Resolution No 322-2005-GR-CAJ/DRA-ATDRC (extended by Administrative  Resolution No 330-2006-GR-CAJ/DRA-ATDRC). |       | Gold Fields La Cima S.A. (formerly Sociedad Minera  La CimaS.A). |       | ATDR                                   |

 

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**Schedule 10****Timetables**

 
| Delivery of a duly completed  Drawdown Request in accordance with Clause **5.2*****(Delivery of a Drawdown Request)***                  |   | U-5  9.30 a.m.      |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|
|                                                                                                                                    |   |                |
| Facility Agent notifies  the Facility Lenders of the Advance in accordance with Clause 5.5 ***(Facility Lenders’ Participation)*** |   | U–5  3.00 p.m. |
| *** ***                                                                                                                            |   |                |
| LIBOR is fixed                                                                                                                          |   | U  11:00 a.m.       |

 

“U”                  =          date of Advance

“U – X”          =          XBusiness Days prior to date of Advance

147

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**Schedule 11****Repayment Schedule**

 

| Repayment Date | ** ** | **Repayment (%) Facility** | ** ** |
|---------------------|------------|--------------------------------------|------------|
| 30 June 2009        |       | 6.500                                | %          |
|                |       |                                 |       |
| 31 December 2009    |       | 6.500                                | %          |
|                |       |                                 |       |
| 30 June 2010        |       | 4.750                                | %          |
|                |       |                                 |       |
| 31 December 2010    |       | 4.750                                | %          |
|                |       |                                 |       |
| 30 June 2011        |       | 5.625                                | %          |
|                |       |                                 |       |
| 31 December 2011    |       | 5.625                                | %          |
|                |       |                                 |       |
| 30 June 2012        |       | 6.500                                | %          |
|                |       |                                 |       |
| 31 December 2012    |       | 6.500                                | %          |
|                |       |                                 |       |
| 30 June 2013        |       | 6.750                                | %          |
|                |       |                                 |       |
| 31 December 2013    |       | 6.750                                | %          |
|                |       |                                 |       |
| 30 June 2014        |       | 6.375                                | %          |
|                |       |                                 |       |
| 31 December 2014    |       | 6.375                                | %          |
|                |       |                                 |       |
| 30 June 2015        |       | 6.750                                | %          |
|                |       |                                 |       |
| 31 December 2015    |       | 6.750                                | %          |
|                |       |                                 |       |
| 30 June 2016        |       | 6.750                                | %          |
|                |       |                                 |       |
| 31 December 2016    |       | 6.750                                | %          |

 

148

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**Schedule 12MANDATORY COST FORMULAE**

1.                             TheMandatory Cost is an addition to the interest rate to compensate FacilityLenders for the cost of compliance with (a) the requirements of the FinancialServices Authority (or any other authority which replaces all or any of itsfunctions) or (b) the requirements of the European Central Bank.

2.                             Onthe first day of each Interest Period (or as soon as possible thereafter) theFacility Agent shall calculate, as a percentage rate, a rate (the “**Additional Cost Rate**”) for each Facility Lender, inaccordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as aweighted average of the Facility Lenders’ Additional Cost Rates (weighted inproportion to the percentage participation of each Facility Lender in therelevant Senior Loan) and will be expressed as a percentage rate per annum.

3.                             TheAdditional Cost Rate for any Facility Lender lending from a Facility Office ina Participating Member State will be the percentage notified by that FacilityLender to the Facility Agent.  Thispercentage will be certified by that Facility Lender in its notice to theFacility Agent to be its reasonable determination of the cost (expressed as apercentage of that Facility Lender’s participation in all Loans made from thatFacility Office) of complying with the minimum reserve requirements of theEuropean Central Bank in respect of loans made from that Facility Office.

4.                             TheAdditional Cost Rate for any Facility Lender lending from a Facility Office inthe United Kingdom will be calculated by the Facility Agent as follows:
| *A* x 0.01 |                 |
|------------|----------------------|
| 300        |                 |
|       |                 |
|       | per cent. per annum. |

 

Where:

*A*                             is designed to compensateFacility Lenders for amounts payable under the Fees Rules and is calculated bythe Facility Agent as being the average of the most recent rates of chargesupplied by the Reference Banks to the Facility Agent pursuant to paragraph 7below and expressed in pounds per £1,000,000.

5.                             Forthe purposes of this Schedule:

(A)                                          “**Fees Rules**” means the rules on periodicfees contained in the FSA Supervision Manual or such other law or regulation asmay be in force from time to time in respect of the payment of fees for theacceptance of deposits;

(B)                                            “**Fee Tariffs**” means the fee tariffsspecified in the Fees Rules under the activity group A.1 Deposit acceptors(ignoring any minimum fee or zero rated fee required pursuant to the Fees Rulesbut taking into account any applicable discount rate); and

149

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(C)                                            “**Tariff Base**” has the meaning given to itin, and will be calculated in accordance with, the Fees Rules.

6.                             Ifrequested by the Facility Agent, each Reference Bank shall, as soon aspracticable after publication by the Financial Services Authority, supply tothe Facility Agent, the rate of charge payable by that Reference Bank to theFinancial Services Authority pursuant to the Fees Rules in respect of therelevant financial year of the Financial Services Authority (calculated forthis purpose by that Reference Bank as being the average of the Fee Tariffsapplicable to that Reference Bank for that financial year) and expressed inpounds per £1,000,000 of the Tariff Base of that Reference Bank.

7.                             EachFacility Lender shall supply any information required by the Facility Agent forthe purpose of calculating its Additional Cost Rate.  In particular, but without limitation, eachFacility Lender shall supply the following information on or prior to the dateon which it becomes a Facility Lender:

(A)                                          thejurisdiction of its Facility Office; and

(B)                                            anyother information that the Facility Agent may reasonably require for suchpurpose.

Each Facility Lendershall promptly notify the Facility Agent of any change to the informationprovided by it pursuant to this paragraph.

8.                             TheFacility Agent shall have no liability to any person if such determinationresults in an Additional Cost Rate which over or under compensates any FacilityLender and shall be entitled to assume that the information provided by anyFacility Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above istrue and correct in all respects.

9.                             TheFacility Agent shall distribute the additional amounts received as a result ofthe Mandatory Cost to the Facility Lenders on the basis of the Additional CostRate for each Facility Lender based on the information provided by eachFacility Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7above.

10.                       Anydetermination by the Facility Agent pursuant to this Schedule in relation to aformula, the Mandatory Cost, an Additional Cost Rate or any amount payable to aFacility Lender shall, in the absence of manifest error, be conclusive andbinding on all Parties.

11.                       TheFacility Agent may from time to time, after consultation with the Borrower andthe Facility Lenders, determine and notify to all Parties any amendments whichare required to be made to this Schedule in order to comply with any change inlaw, regulation or any requirements from time to time imposed by the FinancialServices Authority or the European Central Bank (or, in any case, any otherauthority which replaces all or any of its functions) and any suchdetermination shall, in the absence of manifest error, be conclusive andbinding on all Parties.

150

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**Schedule 13CONCESSIONS**

 

**Part IMaterial Concessions**

 

|     | ** ** | **Name of the right** | ** ** | **Code**    | ** ** |
|-----|------------|--------------------------------------|------------|-------------|------------|
| 1.  |       | Alfa 23-I  (Acumulado)               |       | 03000715Y01 |       |
| 2.  |       | Alfa 23-II  (Acumulado)              |       | 03000716Y01 |       |
| 3.  |       | Alfa Veintitrés                 |       | 03001066X01 |       |
| 4.  |       | Alfa-C                               |       | 03002889X01 |       |
| 5.  |       | Alfa-E                               |       | 03002890X01 |       |
| 6.  |       | Arpón 19-I  (Acumulado)         |       | 03003206X01 |       |
| 7.  |       | Arpón C                         |       | 03003101X01 |       |
| 8.  |       | Arpón Diecinueve                |       | 03001067X01 |       |
| 9.  |       | Cañón                      |       | 03001629X01 |       |
| 10. |       | Carolina Uno  2003                   |       | 010265003   |       |
| 11. |       | Cerro                                |       | 03002064X01 |       |
| 12. |       | Chela Veintidós                 |       | 03001014X02 |       |
| 13. |       | Fumisa No 3                     |       | 03001918X01 |       |
| 14. |       | Fumisa No 3-A                   |       | 03002736X01 |       |
| 15. |       | Fumisa No 3-B                   |       | 03002737X01 |       |
| 16. |       | Fumisa No 3-H                   |       | 03002746X01 |       |
| 17. |       | Fumisa No  3-H-A2-(Fraccionado) |       | 0302746AX01 |       |
| 18. |       | Juan XXIII                           |       | 03003661X01 |       |
| 19. |       | Nancy                                |       | 03000479X01 |       |
| 20. |       | Nilda                                |       | 03000078X01 |       |
| 21. |       | Proyecto 2004                        |       | 010070004   |       |
| 22. |       | Redención                       |       | 03002204X01 |       |
| 23. |       | Tara                                 |       | 03002284X01 |       |
| 24. |       | Vale                                 |       | 03002471X01 |       |
| 25. |       | Valle                                |       | 03002085X01 |       |
| 26. |       | Valle-A                              |       | 03002350X01 |       |

 

151

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**Part IIOther Concessions**

 

|     | ** ** | **Name of the right**   | ** ** | **Code**    | ** ** |
|-----|------------|----------------------------------------|------------|-------------|------------|
| 1.  |       | Acumulación  Chelita              |       | 010001701L  |       |
| 2.  |       | Alejandrito MP                         |       | 03003400X01 |       |
| 3.  |       | Alfa 23-IV  (Acumulado)                |       | 03003205X01 |       |
| 4.  |       | Alfa-F                                 |       | 03002891X01 |       |
| 5.  |       | Alfa-G                                 |       | 03002892X01 |       |
| 6.  |       | Alfa-M                                 |       | 03002900X01 |       |
| 7.  |       | Amanecer Minero  GF                    |       | 010231904   |       |
| 8.  |       | Ancla                                  |       | 03002283X01 |       |
| 9.  |       | Ancla A-4  (Fraccionado)               |       | 0302283AX01 |       |
| 10. |       | Ancla A-5  (Fraccionado)               |       | 0302283BX01 |       |
| 11. |       | Angélica                          |       | 0302963BX01 |       |
| 12. |       | Bella Unión                       |       | 03000376X01 |       |
| 13. |       | Caliza                                 |       | 03001366X01 |       |
| 14. |       | Cordillera                             |       | 03002144X01 |       |
| 15. |       | Don Jorge                              |       | 03000397X01 |       |
| 16. |       | Don Paco                               |       | 03001043X01 |       |
| 17. |       | Dos Amigos                             |       | 03002145X01 |       |
| 18. |       | El Manjar N° 2                    |       | 03002146X01 |       |
| 19. |       | El Manjar No  2-A3 (Fraccionado)  |       | 0302146AX01 |       |
| 20. |       | El Manjar No  2-A4 (Fraccionado)  |       | 0302146BX01 |       |
| 21. |       | El Manjar No  2-A6 (Fraccionado)  |       | 0302146CX01 |       |
| 22. |       | El Manjar No  2-A7 (Fraccionado)  |       | 0302146DX01 |       |
| 23. |       | El Manjar No  2-A8 (Fraccionado)  |       | 0302146EX01 |       |
| 24. |       | El Manjar No  2-A9 (Fraccionado)  |       | 0302146FX01 |       |
| 25. |       | El Mesías                         |       | 03001926X01 |       |
| 26. |       | Ensenada-MC                            |       | 0302960BX01 |       |
| 27. |       | Fortuna I-M.C.                         |       | 0302964BX01 |       |
| 28. |       | Gemela Derecha  M.R.                   |       | 03003451X01 |       |
| 29. |       | Gemela Derecha  M.R.- A4-(Fraccionado) |       | 0303451AX01 |       |
| 30. |       | Japón Trece                       |       | 03001228X01 |       |
| 31. |       | Lucha M.R.                             |       | 03003605X01 |       |
| 32. |       | Maruja                                 |       | 03000273X01 |       |
| 33. |       | Maruja 1A                              |       | 03000023X01 |       |
| 34. |       | Mi Romy M.C.                           |       | 03003426X01 |       |
| 35. |       | Milagritos  G.A.-A1(Fraccionado)       |       | 0303613AX01 |       |
| 36. |       | Milagritos-G.A.                        |       | 03003613X01 |       |
| 37. |       | Olvidada                               |       | 03003324X01 |       |

 

152

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| 38. |   | Orlandito                    |   | 03000267X01 |   |
|-----|--------|------------------------------|--------|-------------|--------|
| 39. |   | Orlando                      |   | 03000144X01 |   |
| 40. |   | Orlando I                    |   | 03000151X01 |   |
| 41. |   | Orlando II                   |   | 03000152X01 |   |
| 42. |   | Orlando III                  |   | 03000156X01 |   |
| 43. |   | Paty M.C.  (Fraccionado)     |   | 0303236CX01 |   |
| 44. |   | Paty-M.C.                    |   | 0303236AX01 |   |
| 45. |   | Punto Victoria  Seis         |   | 03000403X01 |   |
| 46. |   | Quijote                      |   | 03001032X01 |   |
| 47. |   | Quijote No 2            |   | 03001824X01 |   |
| 48. |   | Quijote-A1                   |   | 0301032AX01 |   |
| 49. |   | Rulito                       |   | 03000158X01 |   |
| 50. |   | Satélite                |   | 03000298X01 |   |
| 51. |   | Satélite No 2      |   | 03000024X01 |   |
| 52. |   | Satélite No1       |   | 03000368X01 |   |
| 53. |   | Tara A-1  (Fraccionado)      |   | 0302284AX01 |   |
| 54. |   | Tara A-2  (Fraccionado)      |   | 0302284BX01 |   |
| 55. |   | Tara A-3  (Fraccionado)      |   | 0302284CX01 |   |
| 56. |   | Tara A-4  (Fraccionado)      |   | 0302284DX01 |   |
| 57. |   | Trinitaria V                 |   | 03002219X01 |   |
| 58. |   | Víctor                  |   | 03000883X01 |   |
| 59. |   | Virgen De Las  Mercedes - 85 |   | 0303291AX01 |   |
| 60. |   | Alfa 23-III  (Acumulado)     |   | 03000721Y01 |   |
| 61. |   | Alfa-D                       |   | 03002896X01 |   |
| 62. |   | Alfa-H                       |   | 03002897X01 |   |
| 63. |   | Arpón-A                 |   | 03002887X01 |   |
| 64. |   | San Ramón               |   | 03000176X01 |   |

 

153

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**Schedule 14**

**Conditions for Issuance of Bonds**

For the purposes ofClause 2.1 (*The Senior Loans*), the Facility Agentshall not be entitled to withhold its consent to the issuance of the Bonds, ifeach of the following conditions shall have been satisfied:

**1.**          BOND FINAL MATURITYDATE

The final maturity datefor the Bonds (the “**Bond Final Maturity Date**”)shall be a date not earlier than the Final Maturity Date.

**2.**          SCHEDULED PRINCIPALREPAYMENTS

Either:

(a)                        theprincipal amount of the Bonds will be repaid in several instalments onRepayment Dates for the Facility, provided that the aggregate amount of allsuch repayment instalments made up to and including the relevant Repayment Datetogether with the aggregate amount of the Facility repaid up to and including suchRepayment Date does not exceed the amount of the Facility that would have beenrepaid up to and including such Repayment Date if no Bonds had been issued.(1)

(b)                       theprincipal amount of the Bonds will be repaid in full after the Final MaturityDate.

**3.**          COUPON

Prior to the issuance ofthe Bonds the Borrower delivers to the Facility Agent a revised Base Case,calculated on the basis of (a) the Base Case Assumptions; (b) the mostup-to-date Operating Costs and (c) the anticipated coupon rate for such Bonds,which demonstrates that for each consecutive annual period from the proposedBond issuance date up to the Final Maturity Date the minimum forward-lookingaverage DSCR calculated taking into account the issuance of the Bonds with themaximum coupon rate that the Borrower would accept for such Bonds (andconsequent repayment of the portion of the Facility with the proceeds of theBonds in accordance with this Agreement) is not less than 1.50:1.

**4.**          BONDHOLDERS’ REPRESENTATIVE.

Immediately prior to theoffering of the Bonds the Borrower appoints Citigroup Peru S.A. or anotherinternational bank to act as the Bondholders’ Representative pursuant to theIndenture and related supplemental indentures governing the terms of the Bonds.

----

(1)                       For theavoidance of doubt, to the extent that the Bonds are amortising Bonds,repayments can only be made on Repayment Dates and the repayment profile forthe Facility must not be affected or altered in any way.

154

----

 

**5.**          SECURITY

The Bondholders shallshare in the Security on the terms set out in the Master Security andIntercreditor Deed, subject to, if necessary, the existing Security beingre-granted to take into account the fact that the Secured Obligationsthereunder would include the obligations of the Borrower in respect of theBonds in addition to the obligations of the Borrower in respect of the Facilityand certain Hedging Agreements.  TheBorrower shall not be required to grant any other security to secure itsobligations under the Bonds for so long as the Facility remains outstanding.  Any costs and expenses associated with theFacility Lenders maintaining their existing security position, or anyre-granting of Security and associated registration/perfection requirements,shall be for the account of the Borrower.

**6.**          BONDHOLDER REMEDIES

Except as required bylaw, (i) no Bondholder shall have the right to directly enforce any term orcondition of the Indenture, other than through Bondholders’ Representative and(ii) any remedies of the Bondholders and the Bondholders’ Representative shallbe subject to the Master Security and Intercreditor Deed for as long as theFacility remains outstanding.

**7.**          OTHER TERMS AND CONDITIONS

The terms of theIndenture shall not require the Borrower to take any action that would resultin a breach by the Borrower of the Facility Agreement or any other FinancingDocument.

**8.**          MASTER SECURITY ANDINTERCREDITOR DEED

The Bondholders’Representative shall, prior to the issuance of any Bonds, accede to the MasterSecurity and Intercreditor Deed in accordance with the terms thereof and thevoting and enforcement procedures and arrangements as between the FacilityLenders and the Bondholders shall be as set out in the Master Security andIntercreditor Deed as at the date of this Agreement.

155

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**Schedule 15**

**Document Review List**

1.               Proposal forAcquisition and Development of the Cerro Corona Deposit on Behalf of MineraGold Fields S.A., Project Description and Investment Proposal, November 2005(developed internally by Gold Fields personnel)

2.               Minera Gold FieldsS.A., Cerro Corona Project, EP Services Phase, Final Report Document N°H318608-000-X-24-006 and appendices listed below:

a.               Appendix 1         List of Deliverables

b.              Appendix 2         EP Services Costs andSchedule

c.               Appendix 3         Process Design Criteria& Mass Balance

d.              Appendix 4         Mechanical &Electrical Equipment Lists

e.               Appendix 5         Equipment RequisitionListing

f.                 Appendix 6         Capital Cost EstimateBack-up

g.              Appendix 7         Operating Cost EstimateDetails

h.              Appendix 8         Project ImplementationSchedules

i.                  Appendix 9         Project Risk AnalysisSchedules

3.               Minera Gold FieldsS.A., Engineering & Procurement Services, Cerro Corona Project, CapitalCost Estimate, Document N° H-318608-000-H-06-001

4.               Cerro CoronaProject Update, Oct 2004, T. Vehrs.

5.               DefinitiveFeasibility Study (DFS), Dec 2001,Grd Minproc

6.               Technical Reportfor The Cerro Corona Project, Sep 2005, Norwest Corporation.

7.               Thesis “Geology,Alteration And Mineralization Of Cerro Corona, Porphyry Copper-Gold Deposit”,Cajamarca Province, 1998, John James.

8.               Late Timing ForHigh Sulfidation Cordilleran Base Metal Lode And Replacement Deposits InPorphypy-Related Districts: The Case Of Colquijilca, Central Peru: Sganews,2002, Bendezú, R. And Fontboté.

9.               The Litographic,Stratigraphic And Structural Setting Of The Gian Antamina Copper-Zinc SkarnDeposit,  Ancash, Peru Econ.Geol, 2004,Love D A, Clark A H And Glover J K 2004.

10.         Cerro Corona ActivityReport Geology And Resource Evaluation, Minera Gold Fields S.A.  Jul 2005 and Sep 2005

11.         Geologia Del Area DelTajo Cerro Corona, Ago 2005, A.Uzátegui.

12.         Cerro Corona, ResourceModel, Jun 13,2005, Norwest Corporation.

156

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13.         Informe Final Programa DeInterpretacion De Arcillas En Cerro Corona, Ago 12,2005, Lucia Torres &Alex Santos, Minera Gold Fields Peru S.A.

14.         Cerro Corona Project,Contract Mining Tender Evaluation, Feb 2005, Rsg Global For Minera Gold FieldsPeru S.A.

15.         Confidential TenderEvaluation Report For The Contract Mining Services For Cerro Corona, Dec 2004,Srk Consulting.

16.         Cerro Corona Project,Initial Assessment Of Humidity Cell Tests, Memorandum No. Pem-1053-2005, FileNo. Li201-00117/14, Oct  05,2005, KnightPiésold Consultores S.A.

17.         Cerro Corona Project,Geotechnical Review Of Open Pit Slope Designs, Oct 21,2005, Piteau AssociatesEngineering Ltd.

18.         Cerro Corona Project,Mining Contract-Unit Rates, Apr 28, 2005, Minera San Martin/Minera Gold FieldsS.A.

19.         Administracion DeLaboratorio De Mina, Jul 15,2005, Sgs Del Perú S.A., Chapter 26 PropuestaEconómica

20.         Due Dilligence MiningStudy Of The Cerro Corona Project, March 2, 2004, Wlr Consulting Inc.

21.         Review Of Mineral ReserveEstimates For The Cerro Corona Project, Sep 17,2003, Wlr Consulting, Inc.

22.         Results Of Flotation TestWork Including Locked Cycle Flotation On Samples From The Cerro Corona OrebodyIn Peru, Project No. P-2777, Feb 10,2004, Dawson Metallurgical Laboratories,Inc.

23.         Results Of Test Work ToProduce Flotation Concentrate For Smelther Evaluation On Cerro Corona OreSamples From Peru, Project No.P-2777, Nov 15,2004, Revised Jan 20,2005, DawsonMetallurgical Laboratories, Inc.

24.         Gold Fields Memorandum “CerroCorona Additional Flotation Test Results”, Nov 21, 2004,  M.I.Brittan.

25.         Gold Fields Memorandum “CerroCorona Metallurgy And Process Development Due Diligence Report”, Feb 17,2004,  M.I.Brittan.

26.         Thickener Sizing ForTailing Disposal At High Yield Stress Paste, Sep 11,2005, Dorr-Oliver Eimco.

27.         Memoria Descriptiva –Estudio De Rehabilitacion Y Mejoramiento Del Camino Vecinal No. 557: ElTingo-Pilancones-Hualgayoc” Oct 17,2005, Document No Csl-0554400-0-Md-001,Cesel

157

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28.         Baseline Data AdequacyReview For The Environmental Impact Study Cerro Corona Project, Apr 2004, MwhPeru S.A.

29.         Cerro Corona Project,Draft Project Compilation Document Tailings, Mine Waste And Associated WaterManagement Facilities, Oct  27,2005,Knight Piésold Consultores S.A.

30.         Safety Policy AndRequirements, Oct 20,2005, Minera Gold Fields S.A.

31.         Summary Of SmelterCharges And Certain Other Offsite Costs, Cerro Corona Project, Oct 2004, SelmarInternational Services Ltda.

32.         Capex Review  And Development, Cerro Corona Project, AuditOf The Cerro Corona Capital Cost Estimate., Set 2005, Aker Kvaerner.

33.         Environmental ImpactAssessment, May 20005, Knight Piésold Consultores S.A., Volume 1-10 + ResumenEjecutivo

a.               Annex 26.1          EIA, May 2005, KP,Resumen Ejecutivo

b.              Annex 26.2          EIA, May 2005, KP,Volume Ib

c.               Annex 26.3          EIA, May 2005, KP,Volume Ii

d.              Annex 26.4          EIA May 2005, KP, VolumeVi

34.         Estudio Geotecnico DelArea Del Tajo Cerro Corona, Sep 2005, J.Marca.

35.         Cc_Map_Gt_Pit_A0_(27sep05).Pdf

36.         Cc_Mapeo_A0_(27Sep)Total.Pdf

37.         Informe Final ServicioEP, Documentos, Jul 15,2005, Hatch.

38.         Architectural DesignCriteria Document No H318608-000-A-22- Rev 0.

39.         Civil Structural DesignCriteria Document No H318608-000-C-22-001, Rev 0.

40.         Electrical DesignCriteria, Document No H318608-000-E-22-001, Rev 0.

41.         Electrical Equipment ListDocument No H318608-000-E-44-001, Rev 0.

42.         Process Design CriteriaAnd Plant Mass Balance, Document No H318608-000-F-22-001, Rev 3.

43.         Engineering &Procurement Services Cerro Corona Project, Capital Cost Estimate Document No H318608-000-H-06-001, Rev 0.

44.         Engineering &Procurement Services Cerro Corona Project, Capital Cost Estimate Document NoH318608-000-H-06-003, Rev 0.

45.         Mechanical EquipmentList, Document No H318608-000-M-44-001, Rev 0

158

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46.         Cerro Corona Project,Diseño De Las Instalaciones Para El Manejo De Relaves, Desmonte De Mina YCantera De Roca, Oct 19,2005, Knight Piésold Consultores S.A.

47.         Cerro Corona Project,Technical Specifications For Haul Road Earthworks, May 16, 2005, Knight PiésoldConsultores S.A.

48.         Cerro Corona Project,Mine Waste And Associated Water Management Facilities, Report On Capital AndOperating Cost, Aug 2005, Knight Piésold Consultores S.A.

49.         Programa FormandoCompetencias, Oct 26,2005, Rosa Calvo & Miguel Yrivarren.

50.         Estudio De Ruta Para ElTransporte De Carga Entre Los Puertos Del Callao Y Salaverry Hasta La MinaCerro Corona, Elaborado Por: Stiglich Transportes S.A., Enero 2006

51.         Detail Capital andOperating Cost Analysis

a.               Cerro Corona Budget& Transfers.xls, Hatch, Feb. 6, 2006

b.              Cerro Corona MGFForecast Master Sheet 31 October 05 rev 4.xls

c.               Owners PM TeamMaster 31 Oct 2005.xls, MGF

d.              Paste ThickeningEstimate September Nov 05.xls, MGF

e.               Pull Out andSummaries Cerro Corona Final Rev Oct 05.xls, MGF

f.                 Tailing ReviewRevA1 Comparison 31 Oct 05.xls, MGF

g.              WorkingCapital-Preproduction Labour Model 25-7-05.xls, MGF

h.              Yanacocha ProcessingFeasibility - Fixed at 5 convoys per hour Rev. 2.xls, MGF

52.         Cerro_Corona_Concessions_final_list.xls,Mar 2006

53.         INACC_list_larger_scale_chart.pdf, Mar 2006

159

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**SIGNATURE PAGES**
| **GOLD FIELDS LA CIMA S.A.**                                                |
|-----------------------------------------------------------------------------|
| ** **                                                                  |
| ** **                                                                  |
| By:                                                                         |   |   |
|                                                                        | Name: |
|                                                                        | Title: |
|                                                                        |
|                                                                        |
| Address:                                                                    |
|                                                                        |
| Av. Victor  Andrés Belaúnde 147                                   |
| Via Principal  155                                                          |
| Edificio Real  Tres. Of. 1401                                               |
| San Isidro.                                                                 |
| Lima 27 - PERU                                                              |
|                                                                        |
|                                                                        |
| Tel:                                                                        | +51 1 706 0431 |
| Fax:                                                                        | +51 1 422 5259 |
| Attention:                                                                  | Mr. Richard  Graeme |
|                                                                        |   |
|                                                                        |   |
| **THE  ROYAL BANK OF SCOTLAND PLC**                                         |
| **as  Facility Agent, Mandated Lead Arranger and Original Facility Lender** |
| ** **                                                                  |
| ** **                                                                  |
| By:                                                                         |   |   |
|                                                                        | Name: |
|                                                                        | Title: |
|                                                                        |
|                                                                        |
| Address:                                                                    |
|                                                                        |
| Risk and  Portfolio Management                                              |
| The Royal Bank  of Scotland plc                                             |
| 5th Floor                                                                   |
| 135 Bishopsgate                                                             |
| London, EC2M 3UR                                                            |
|                                                                        |
|                                                                        |
| Tel:                                                                        | +44 (0)207 085  6389 |
| Fax:                                                                        | +44 (0)207 085  6396 |
|                                                                             |  |  |  |

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| Attention:   John  Lane, Associate Director  |
|-------------------------------------------------------------|
|                                                        |
|                                                        |
| **THE  BANK OF NOVA SCOTIA**                                |
| **as  Mandated Lead Arranger and Original Facility Lender** |
| ** **                                                  |
| ** **                                                  |
| By:                                                         |   |   |
|                                                        | Name: |
|                                                        | Title: |
|                                                        |
| and                                                         |
|                                                        |
| By:                                                         |   |   |
|                                                        | Name: |
|                                                        | Title: |
|                                                        |
|                                                        |
| Address:                                                    |
|                                                        |
| 40 King Street  West                                        |
| 62nd Floor                                             |
| Toronto                                                     |
| Ontario, Canada  M5H 1H1                                    |
|                                                        |
|                                                        |
| Tel:                                                        | +1 416 866 7186 |
| Fax:                                                        | +1 416 866 2009 |
| Attention:                                                  | Michael K. Eddy,  Director |
|                                                             |  |  |  |

 

161

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| **THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK** |
|-------------------------------------------------------|
| **as  Offshore Security Trustee**                     |
| ** **                                            |
| ** **                                            |
| By:                                                   |   |   |
|                                                  | Name: |
|                                                  | Title: |
|                                                  |
| and                                                   |
|                                                  |
| By:                                                   |   |   |
|                                                  | Name: |
|                                                  | Title: |
|                                                  |
|                                                  |
| Address:                                              |
|                                                  |
| One Liberty  Plaza                                    |
| 23 Floor                                              |
| New York                                              |
| NY 10006                                              |
| USA                                                   |
|                                                  |
| Tel:                                                  | +1 212-225-5056 |
| Fax:                                                  | +1 212 225 5436 |
| Attention:                                            | Administrator |
|                                                       |  |  |  |

 

162

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| **SCOTIABANK PERU S.A.A.**         |
|------------------------------------|
| **as  Onshore Security Agent**     |
| ** **                         |
| ** **                         |
| By:                                |   |   |
|                               | Name: |
|                               | Title: |
|                               |
| and                                |
|                               |
| By:                                |   |   |
|                               | Name: |
|                               | Title: |
|                               |
| Address:                           |
|                               |
| Av. Dionisio  Derteano No 102 |
| Piso 5                             |
| San Isidro Lima                    |
| Perú                          |
|                               |
| Tel:                               | +51 1 211-6395 |
| Fax:                               | +51 1 211-6834 |
| Attention:                         | Alfredo Dancourt / Cecilia Marín |
|                               |
|                               |
| **CITIGROUP  GLOBAL MARKETS INC.** |
| **as  Mandated Lead Arranger**     |
| ** **                         |
| ** **                         |
| By:                                |   |   |
|                               | Name: |
|                               | Title: |
|                               |
|                               |
| Address:                           |
|                               |
| 388 Greenwich  Street              |
| 20th Floor                         |
| New York                           |
| NY 10013                           |
|                               |
|                               |
| Tel:                               | +1 212-816-1089 |
| Fax:                               | +1 646-291-1075 |
| Attention:                         | Mr Juan Moreyra, Director |
|                                    |  |  |  |

** **

163

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| **CITIBANK N.A.**                |
|----------------------------------|
| **as  Original Facility Lender** |
| ** **                       |
| ** **                       |
| By:                              |   |   |
|                             | Name: |
|                             | Title: |
|                             |
|                             |
| Address:                         |
|                             |
| 388 Greenwich  Street            |
| 20th Floor                       |
| New York                         |
| NY 10013                         |
|                             |
|                             |
| Tel:                             | +1 212-816-1089 |
| Fax:                             | +1 646-291-1075 |
| Attention:                       | Mr Juan Moreyra, Vice President |
|                                  |  |  |  |

 

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