**Exhibit 4.29**

** **
|  | **LIMITED LIABILITY PARTNERSHIP** |
|--|-----------------------------------|

 

**CONFORMED COPY**

US$250,000,000

FACILITY AGREEMENT

Dated 3 MARCH 2006

for

OROGEN HOLDING(BVI) LIMITED

arranged by

BARCLAYS CAPITAL

AND

J.P. MORGAN PLC

with

J.P. MORGAN EUROPELIMITED

acting as Agent

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DUAL CURRENCY TERMFACILITY AGREEMENT

 

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**CONTENTS**
| Clause | ** ** | ** **                                 | ** ** | **Page** |
|--------|------------|--------------------------------------------|------------|----------|
|   |       |                                       |
| 1.     |       | Definitions And Interpretation             |       | 1        |
|   |       |                                       |       |     |
| 2.     |       | The Facility                               |       | 16       |
|   |       |                                       |       |     |
| 3.     |       | Purpose                                    |       | 16       |
|   |       |                                       |       |     |
| 4.     |       | Conditions Of Utilisation                  |       | 16       |
|   |       |                                       |       |     |
| 5.     |       | Utilisation                                |       | 18       |
|   |       |                                       |       |     |
| 6.     |       | Optional Currencies                        |       | 19       |
|   |       |                                       |       |     |
| 7.     |       | Repayment                                  |       | 22       |
|   |       |                                       |       |     |
| 8.     |       | Prepayment And Cancellation                |       | 22       |
|   |       |                                       |       |     |
| 9.     |       | Interest                                   |       | 26       |
|   |       |                                       |       |     |
| 10.    |       | Interest Periods                           |       | 27       |
|   |       |                                       |       |     |
| 11.    |       | Changes To The Calculation Of Interest     |       | 28       |
|   |       |                                       |       |     |
| 12.    |       | Fees                                       |       | 29       |
|   |       |                                       |       |     |
| 13.    |       | Tax Gross Up And Indemnities               |       | 30       |
|   |       |                                       |       |     |
| 14.    |       | Increased Costs                            |       | 32       |
|   |       |                                       |       |     |
| 15.    |       | Other Indemnities                          |       | 33       |
|   |       |                                       |       |     |
| 16.    |       | Mitigation By The Lenders                  |       | 34       |
|   |       |                                       |       |     |
| 17.    |       | Costs And Expenses                         |       | 34       |
|   |       |                                       |       |     |
| 18.    |       | Guarantee And Indemnity                    |       | 36       |
|   |       |                                       |       |     |
| 19.    |       | Representations                            |       | 39       |
|   |       |                                       |       |     |
| 20.    |       | Information Undertakings                   |       | 43       |
|   |       |                                       |       |     |
| 21.    |       | Financial Covenants                        |       | 48       |
|   |       |                                       |       |     |
| 22.    |       | General Undertakings                       |       | 49       |
|   |       |                                       |       |     |
| 23.    |       | Events Of Default                          |       | 53       |
|   |       |                                       |       |     |
| 24.    |       | Changes To The Lenders                     |       | 58       |
|   |       |                                       |       |     |
| 25.    |       | Changes To The Obligors                    |       | 61       |
|   |       |                                       |       |     |
| 26.    |       | Role Of The Agent And The Arranger         |       | 63       |
|   |       |                                       |       |     |
| 27.    |       | Conduct Of Business By The Finance Parties |       | 68       |
|   |       |                                       |       |     |
| 28.    |       | Sharing Among The Finance Parties          |       | 68       |
|   |       |                                       |       |     |
| 29.    |       | Payment Mechanics                          |       | 70       |
|   |       |                                       |       |     |
| 30.    |       | Set-Off                                    |       | 72       |
|   |       |                                       |       |     |
| 31.    |       | Notices                                    |       | 72       |
|   |       |                                       |       |     |
| 32.    |       | Calculations And Certificates              |       | 74       |

 

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| 33.                                       |   | Partial Invalidity                                                                 |   | 74     |
|-------------------------------------------|--------|------------------------------------------------------------------------------------|--------|--------|
|                                      |   |                                                                               |   |   |
| 34.                                       |   | Remedies And Waivers                                                               |   | 74     |
|                                      |   |                                                                               |   |   |
| 35.                                       |   | Amendments And Waivers                                                             |   | 75     |
|                                      |   |                                                                               |   |   |
| 36.                                       |   | Counterparts                                                                       |   | 75     |
|                                      |   |                                                                               |   |   |
| 37.                                       |   | Governing Law                                                                      |   | 76     |
|                                      |   |                                                                               |   |   |
| 38.                                       |   | Enforcement                                                                        |   | 76     |
|                                      |   |                                                                               |   |   |
| Schedule 1 THE ORIGINAL PARTIES           |   | 77                                                                                 |
|                                      |   | Part I The Obligors                                                                |   | 77     |
|                                      |   | Part II The Original Lenders                                                       |   | 78     |
|                                      |   |                                                                               |   |   |
| Schedule 2 CONDITIONS PRECEDENT           |   | 79                                                                                 |
|                                      |   | Part I Conditions Precedent To Initial Utilisation                                 |   | 79     |
|                                      |   | Part II Conditions Precedent Required To Be  Delivered By An Additional Borrower   |   | 81     |
|                                      |   | Part III Conditions Precedent Required To Be  Delivered By An Additional Guarantor |   | 83     |
|                                      |   |                                                                               |   |   |
| Schedule 3 REQUESTS                       |   | 85                                                                                 |
|                                      |   | Part I Utilisation Request                                                         |   | 85     |
|                                      |   | Part II Selection Notice                                                           |   | 86     |
|                                      |   |                                                                               |   |   |
| Schedule 4 MANDATORY COST FORMULAE        |   | 87                                                                                 |
|                                      |   |                                                                               |
| Schedule 5 FORM OF TRANSFER CERTIFICATE   |   | 89                                                                                 |
|                                      |   |                                                                               |
| Schedule 6 FORM OF ACCESSION LETTER       |   | 91                                                                                 |
|                                      |   |                                                                               |
| Schedule 7 FORM OF RESIGNATION LETTER     |   | 92                                                                                 |
|                                      |   |                                                                               |
| Schedule 8 FORM OF COMPLIANCE CERTIFICATE |   | 93                                                                                 |
|                                      |   |                                                                               |
| Schedule 9 TIMETABLE                      |   | 94                                                                                 |
|                                      |   |                                                                               |
| Schedule 10 DISCLOSURE SCHEDULE           |   | 95                                                                                 |
|                                           |        |                                                                                    |        |        |  |  |  |

 

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**THIS AGREEMENT**is dated 3 March 2006 and made between:

(1)                            **GOLD FIELDS LIMITED**(the “**Parent**”);

(2)                            **OROGEN HOLDING (BVI) LIMITED**(the “**Original Borrower**”);

(3)                            **THE SUBSIDIARIES** of the Parent listed in Part I of Schedule 1 (*The OriginalParties*) as original guarantors (together with the Parent, the “**Original****Guarantors**”);

(4)                            **BARCLAYS CAPITAL** and **J.P. MORGAN PLC**asmandated lead arranger(s) (whether acting individually or together the “**Arranger**”);

(5)                            **THE FINANCIAL INSTITUTIONS**listed in Part II ofSchedule 1 (*The Original Parties*) as lenders(the “**Original Lenders**”); and 

(6)                            **J.P. MORGAN EUROPE LIMITED** as agent of the other FinanceParties (the “**Agent**”).

**IT IS AGREED** asfollows:

**SECTION 1INTERPRETATION**

# 1.**                                 DEFINITIONSAND INTERPRETATION**

## 1.1**                           Definitions**

In this Agreement:

“**AccessionLetter**” means a document substantially in the form set out inSchedule 6 (*Form of Accession Letter*).

“**Acquisition**” means the acquisition by awholly owned Subsidiary of Gold Fields Venezuela Holding B.V. of the TargetShares.

“**AdditionalBorrower**” means a company which becomes an Additional Borrower inaccordance with Clause 25 (*Changes to the Obligors*).

“**AdditionalCost Rate**” has the meaning given to it in Schedule 4 (*Mandatory Cost Formulae*).

“**Additional Guarantor**” means a company whichbecomes an Additional Guarantor in accordance with Clause 25 (*Changes to the Obligors*).

“**Additional Obligor**” means an AdditionalBorrower or an Additional Guarantor.

“**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.

“**Agent’s SpotRate of Exchange**” means the Agent’s spot rate of exchange for thepurchase of the relevant currency with the Base Currency in the London foreignexchange market at or about 11:00 a.m. on a particular day.

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“**Auditors**” means, at any time, the auditorsof the Parent at that time, being as at the date of this AgreementPricewaterhouseCoopers Inc. and any replacement for those auditors appointed bythe Parent.

“**AvailabilityPeriod**”****means theperiod from and including the date of this Agreement to and including the datewhich is three hundred and sixty four days (364) after the date of thisAgreement.

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

(a)                                      theBase Currency Amount of its participation in any outstanding Loans; and

(b)                                     inrelation to any proposed Utilisation, the Base Currency Amount of itsparticipation in any Loans that are due to be made on or before the proposedUtilisation Date.

“**AvailableFacility**” means the aggregate for the time being of each Lender’sAvailable Commitment.

“**BaseCurrency**” means dollars.

“**BaseCurrency Amount**” means, in relation to a Loan, the amount specifiedin the Utilisation Request delivered by a Borrower for that Loan (or, if theamount requested is not denominated in the Base Currency, that amount convertedinto the Base Currency at the Agent’s Spot Rate of Exchange on the date whichis three Business Days before the Utilisation Date or, if later, on the datethe Agent receives the Utilisation Request) adjusted to reflect any repayment(other than a repayment arising from a change of currency), prepayment,consolidation or division of the Loan.

“**Borrower**”means the Original Borrower or an Additional Borrower.

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

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

exceeds:

(b)                                     theamount which that Lender would be able to obtain by placing an amount equal tothe principal amount or Unpaid Sum received by it on deposit with a leadingbank in the Relevant Interbank Market for a period starting on the Business Dayfollowing receipt or recovery and ending on the last day of the currentInterest Period.

“**Business Day**”means a day (other than a Saturday or Sunday) on which banks are open forgeneral business in London, New York, Johannesburg and, in relation to anydate for payment or purchase of Canadian dollars, Toronto.

“**Cerro Corona Project**” means the developmentof the gold and copper deposits in Peru by the Cerro Corona Subsidiary.

“**Cerro Corona Subsidiary**” means SociedadMinera La Cima S.A.

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“**Commitment**” means:

(a)                                      inrelation to an Original Lender, the amount in the Base Currency set oppositeits name under the heading “**Commitment**” inPart II of Schedule 1 (*The Original Parties)*and the amount of any other Commitment transferred to it under this Agreement;and

(b)                                     inrelation to any other Lender, the amount in the Base Currency of any Commitmenttransferred to it under this Agreement,

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

“**ComplianceCertificate**” means a certificate substantially in the form set outin Schedule 8 (*Form of ComplianceCertificate*).

“**ConfidentialityUndertaking**” means a confidentiality undertaking substantially in arecommended form of the LMA or in any other form agreed between the Parent and the Agent.

“**Consolidated EBITDA**” has the meaning setout in Clause 21.1 (*Financial Definitions*).

“**Consolidated Tangible Net Worth**” means, atany time, the Shareholders’ Equity, as reported in the Group Statement ofChanges in Shareholders’ Equity in the last set of annual consolidatedfinancial statements of the Parent delivered to the Agent pursuant to thisAgreement.

“**Constitutional Documents**” means, in respectof any person at any time, the then current and up-to-date constitutionaldocuments of such person at such time (including, without limitation, suchperson’s memorandum and articles of association, certificate of incorporation,articles of incorporation or commercial registration certificate).

“**Default**”means an Event of Default or any event or circumstance specified inClause 23 (*Events of Default*) which would(with the expiry of a grace period, the giving of notice, the making of anydetermination under the Finance Documents or any combination of any of theforegoing) be an Event of Default.

“**Encumbrance**” means;

(a)                                      anymortgage, pledge, lien, assignment or cession conferring security,hypothecation, a security interest, preferential right or trust arrangement orother encumbrance securing any obligation of any person; or

(b)                                     anyarrangement under which money or claims to, or for the benefit of, a bank orother account may be applied, set off or made subject to a combination ofaccounts so as to effect discharge of any sum owed or payable to any person; or

(c)                                      anyother type of preferential agreement or arrangement (including any titletransfer and retention arrangement), the effect of which is the creation of asecurity interest.

“**Environmental Claim**” means any claim,proceeding or investigation by any person in respect of any Environmental Law.

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“**Environmental Law**” means any law applicableto the business conducted by a Material Group Company at the relevant time inany jurisdiction in which that Material Group Company conducts business whichrelates to the pollution, degradation or protection of the environment or harmto or the protection of human health or the health of animals or plants.

“**Environmental Permits**” means any permit,licence, consent, approval and other authorisation and the filing of anynotification, report or assessment required under any Environmental Law for theoperation of the business of any Material Group Company conducted on or fromthe properties owned or used by that Material Group Company.

“**Event ofDefault**” means any event or circumstance specified as such inClause 23 (*Events of Default*).

“**Facility**”means the term loan facility made available under this Agreement as describedin Clause 2 (*The Facility*).

“**FacilityOffice**” means the office notified by a Lender to the Agent inwriting on or before the date it becomes a Lender (or, following that date, bynot less than five Business Days’ written notice) as the office through whichit will perform its obligations under this Agreement.

“**Fee Letter**”means any letter or letters dated on or about the date of this Agreementbetween the Arranger and the Parent(or the Agent and the Parent)setting out any of the fees referred to in Clause 12 (*Fees).*

“**FinanceDocument**” means this Agreement, the Mandate Letter, any Fee Letter,any Accession Letter and any other document designated as such by the Agent andthe Parent.

“**Financial Indebtedness**” means (withoutdouble counting) any indebtedness for or in respect of:

(a)                                      moneysborrowed;

(b)                                     anyamount raised by acceptance under any acceptance credit facility ordematerialised equivalent;

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

(d)                                     theamount of any liability in respect of any lease or hire purchase contract whichwould, 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)                                        theamount of liability in respect of any purchase price for assets or services thepayment of which is deferred where the deferral of such price is either;

(i)                        usedprimarily as a method of raising credit; or

(ii)                     not made inthe ordinary course of business;

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(g)                                     anyagreement or option to re-acquire an asset if one of the primary reasons forentering into such agreement or option is to raise finance;

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

(i)                                         anyderivative transaction entered into in connection with protection against orbenefit from fluctuation in any rate or price (and, when calculating the valueof any derivative transaction, only the marked to market value shall be takeninto account);

(j)                                         anycounter-indemnity obligation in respect of a guarantee, indemnity, bond,standby or documentary letter of credit or any other instrument issued by abank or financial institution;

(k)                                      anyamount raised by the issue of redeemable shares; and

(l)                                         theamount of any liability in respect of any guarantee or indemnity for any of itsitems referred to in paragraphs (a) to (k) above.

“**Financial Year**” means, at any time, thefinancial year of the Group ending on 30 June in each calendar year.

“**FinanceParty**” means the Agent, the Arranger or a Lender.

“**GAAP**”means the generally accepted accounting principles set out in IFRS.

“**Ghanaian Companies**” means Gold Fields GhanaLimited and Abosso Goldfields Limited.

“**Group**”means the Parent and itsSubsidiaries for the time being.

“**Group Company**” means a member of the Group.

“**Guarantor**” means an Original Guarantor oran Additional Guarantor unless, in the case of an Additional Guarantor, it hasceased to be a Guarantor in accordance with Clause 25 (*Changes to the Obligors*).

“**HoldingCompany**” means, in relation to a company or corporation, any othercompany or corporation in respect of which it is a Subsidiary.

“**IFRS**” means International FinancialReporting Standards issued and/or adopted by the International AccountingStandards Board.

“**Indebtednessfor Borrowed Money**” means Financial Indebtedness save for anyindebtedness for or in respect of paragraphs (i) and (j) of the definition of “**Financial Indebtedness**”.

“**InformationMemorandum**” means the document dated 15 December 2005 which, at the Parent’s request and on its behalf,was prepared in relation to this transaction and distributed by the Arranger toselected financial institutions before the date of this Agreement.

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“**InterestPeriod**” means, in relation to a Loan, each period determined inaccordance with Clause 10 (*Interest Periods*) and,in relation to an Unpaid Sum, each period determined in accordance withClause 9.3 (*Default interest*).

“**Lender**” means:

(a)                                      anyOriginal Lender; and

(b)                                     anybank or financial institution which has become a Party in accordance withClause 24 (*Changes to the Lenders*),

which in each case hasnot ceased to be a Party in accordance with the terms of this Agreement.

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

(a)                                      theapplicable Screen Rate; or

(b)                                     (ifno Screen Rate is available for the currency or Interest Period of that Loan)the arithmetic mean of the rates (rounded upwards to four decimal places) assupplied to the Agent at its request quoted by the Reference Banks to leadingbanks in the London interbank market,

as of the Specified Timeon the Quotation Day for the offering of deposits in the currency of that Loanand for a period comparable to the Interest Period for that Loan.

“**LMA**”means the Loan Market Association.

“**Loan**”means a loan made or to be made under the Facility or the principal amountoutstanding for the time being of that loan.

“**Majority Lenders**” means:

(a)                                      ifthere are no Loans then outstanding, a Lender or Lenders whose Commitmentsaggregate more than 662/3% of the Total Commitments (or,if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediatelyprior to the reduction); or

(b)                                     atany other time, a Lender or Lenders whose participations in the Loans thenoutstanding aggregate more than 662/3% of all the Loans thenoutstanding.

“**Mandate Letter**” means the letter dated 15December 2005 between the Arranger, the Parentand others.

“**MandatoryCost**” means the percentage rate per annum calculated by the Agent inaccordance with Schedule 4 (*Mandatory Cost Formulae*).

“**Margin**”means 0.35 per cent. per annum.

“**Material Adverse Effect**” means a materialadverse effect on:

(a)                                      theability of an Obligor to perform its financial or other material obligationsunder the Finance Documents to which it is a party; or

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(b)                                     thevalidity or enforceability of the Finance Documents or any of them.

“**Material Group Company**”means:

(a)                                      theObligors; and

(b)                                     anymember of the Group from time to time that is not a Non-Material Group Company;

and “**Material Group Companies**”means, as the context requires, all of them.

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

(a)                                      (subjectto paragraph (c) below) if the numerically corresponding day is not aBusiness Day, that period shall end on the next Business Day in that calendarmonth in which that period is to end if there is one, or if there is not, onthe immediately preceding Business Day;

(b)                                     ifthere is no numerically corresponding day in the calendar month in which thatperiod is to end, that period shall end on the last Business Day in thatcalendar month; and

(c)                                      ifan Interest 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.

The above rules will onlyapply to the last Month of any period.

“**Non-Material Group Company**” means, at any time,a member of the Group (other than an Obligor) which had EBITDA (determined onthe same basis as Consolidated EBITDA) or gross assets in its most recentlyended Financial Year (on a consolidated basis) less than or equal to 5% (fivepercent) of Consolidated EBITDA or gross assets of the Group (calculatedaccording to the most recent set of audited consolidated financial statementsdelivered pursuant to Clause 20.1 (*FinancialStatements*)).  Compliance withthe aforementioned condition shall be determined by reference to the latestaudited financial statements of such member of the Group (consolidated in thecase of a member of the Group which itself has Subsidiaries), **provided that**:

(a)                                      if,in the case of any member of the Group which itself has Subsidiaries, noconsolidated financial statements are prepared and audited, its consolidatedEBITDA and gross assets shall be determined on the basis of *pro forma*consolidated financialstatements of the relevant member of the Group and its Subsidiaries, prepared forthis purpose by the Parent;

(b)                                     ifany intra-Group transfer or re-organisation takes place, the audited financialstatements of the Group Company and all relevant members of the Group shall beadjusted by the Parent in order to take into account such intra-Group transferor re-organisation; and

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(c)                                      theaudited financial statements of the Group and any relevant member of the Groupshall be adjusted in such a manner as the Auditors think fair and appropriateto take account of the acquisition or disposal of any member of the Group orany business of any member of the Group, after the date or at which the auditedfinancial statements of the Group are made up.

Should there be anydispute regarding whether any member of the Group is or is not a Non-Material GroupCompany such dispute shall be referred, at the request of the Agent, to theAuditors and a report by the Auditors that a member of the Group is or is not aNon-Material Group Company shall, in the absence of manifest error, beconclusive and binding on all Parties. The costs of obtaining the report by the Auditors will be borne by theunsuccessful party to the dispute.

“**Obligor**”means a Borrower or a Guarantor.

“**OptionalCurrency**” means Canadian dollars.

“**OriginalFinancial Statements**” means the audited consolidated financialstatements of the Parent for theFinancial Year ended 30 June 2005.

“**Party**”means a party to this Agreement.

“**Permitted Disposal**” means any sale, lease,transfer or other disposal:

(a)                                      byan Obligor or any member of the Group of obsolete or redundant assets which areno longer required for the efficient operation of the business of such Obligoror such member of the Group; or

(b)                                     byan Obligor or any member of the Group in the ordinary course of its day-to-daybusiness if that sale, lease, transfer or other disposal is not otherwiserestricted by a term of any Finance Document; or

(c)                                      byan Obligor to an Obligor (other than to an Additional Obligor); or

(d)                                     bya member of the Group that is not an Obligor to an Obligor or by an Obligor toan Additional Obligor or to a member of the Group that is not an Obligor ifsuch sale, lease, transfer or other disposal is concluded at arm’s length; or

(e)                                      bya member of the Group that is not an Obligor to another member of the Groupthat is not an Obligor; or

(f)                                        byany member of the Group to any other person where the higher of the marketvalue or consideration receivable when aggregated with the higher of the marketvalue or consideration receivable for any other sale, lease, transfer or other disposalby any member of the Group (other than a sale, lease, transfer or otherdisposal referred to in (a), (b), (c), (d), (e) and (g)) does not exceed 10%(ten percent) of the Consolidated Tangible Net Worth in any Financial Yearsubject to a maximum of 20% (twenty percent) of the Consolidated Tangible NetWorth in aggregate during the period from the date of this Agreement to theTermination Date; or

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(g)                                     forwhich the Agent has given its prior written consent (acting on the instructionsof the Majority Lenders).

“**Permitted Encumbrance**” means:

(a)                                      anyEncumbrance created prior to the date of this Agreement which (i) is disclosedin the Original Financial Statements and (ii) in all circumstances secures onlyindebtedness outstanding or a facility available at the date of this Agreementif the principal amount or original facility thereby secured is not increasedafter the date of this Agreement;

(b)                                     anytitle transfer or retention arrangement entered into by any member of the Groupin the normal course of its trading activities and on terms no worse for thatmember of the Group than the standard terms of the relevant supplier;

(c)                                      anynetting or set-off arrangement entered into by any member of the Group in theordinary course of its banking arrangements (which shall include, for theavoidance of doubt, those pursuant to hedging arrangements in relation to goldand silver prices, foreign exchange rates and interest rates where sucharrangements are entered into for the purposes of providing protection againstfluctuation in such rates or prices in the ordinary course of business), forthe purpose of netting debit and credit balances;

(d)                                     anylien arising by operation of law and in the ordinary course of trading and notby reason of any default (whether in payments or otherwise), of any member ofthe Group;

(e)                                      anyEncumbrance over or affecting (or transaction described in paragraph (b) ofClause 22.3 (*Negative Pledge*) (“**Quasi-Encumbrance**”) affecting) any asset acquired by amember of the Group after the date of this Agreement if:

(i)                        theEncumbrance or Quasi-Encumbrance was not created in contemplation of theacquisition of that asset by a member of the Group;

(ii)                     the principalamount secured has not been increased in contemplation of, or since theacquisition of that asset by a member of the Group; and

(iii)                  the Encumbranceor Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbranceotherwise permitted pursuant to paragraphs (b), (c), (d), (f), (g), (h) or (i))removed or discharged within six months of the date of acquisition of suchasset;

(f)                                        anyEncumbrance or Quasi-Encumbrance over or affecting any asset of any companywhich becomes a member of the Group after the date of this Agreement, where theEncumbrance or Quasi-Encumbrance is created prior to the date on which thatcompany becomes a member of the Group, if:

(i)                        theEncumbrance or Quasi-Encumbrance was not created in contemplation of theacquisition of that company;

(ii)                     the principalamount secured has not increased in contemplation of or since the acquisitionof that company; and

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(iii)                  the Encumbranceor Quasi-Encumbrance is (other than an Encumbrance or Quasi-Encumbranceotherwise permitted pursuant to paragraphs (b), (c), (d), (e), (g), (h) or (i))removed or discharged within six months of that company becoming a member ofthe Group;

(g)                                     anyEncumbrance or Quasi-Encumbrance granted in respect of Project FinanceBorrowings over assets of, or the shares in, a Project Finance Subsidiary;

(h)                                     inrespect of Encumbrances or Quasi-Encumbrances over or affecting any asset ofany Material Group Company, any Encumbrance or Quasi-Encumbrance securingindebtedness the principal amount of which (when aggregated with the principalamount of any other indebtedness which has the benefit of Encumbrance orQuasi-Encumbrance other than any permitted under paragraphs (a) to (g) aboveand (i) and (j) below)) does not at any time exceed 12% (twelve percent.) ofConsolidated Tangible Net Worth (or its equivalent in another currency) (butadjusted to include the net value of new assets acquired since the last date ofthe latest set of consolidated annual financial statements of the Group);

(i)                                         anyother Encumbrance or Quasi-Encumbrance as agreed by the Agent (acting on theinstructions of the Majority Lenders) in writing; or

(j)                                         anyEncumbrance or Quasi-Encumbrance granted in respect of Financial Indebtednessincurred in connection with the Cerro Corona Project over the business orassets of the Cerro Corona Subsidiary or over the Ownership Interests in theCerro Corona Subsidiary **provided that**theamount of Financial Indebtedness secured by all such Encumbrances orQuasi-Encumbrances permitted by this paragraph (j) does not at any time inaggregate exceed $200,000,000 (or its equivalent).  In this paragraph (j) “Ownership Interests”means (i) the shares issued by the Cerro Corona Subsidiary; (ii) anyshareholder loans made to the Cerro Corona Subsidiary (iii) to the extentrequired by Peruvian law, the shares in the Holding Company which directly ownsthe shares issued by the Cerro Corona Subsidiary **provided that**such Holding Company’s sole assets are sharesissued by, and any loans made by it to, the Cerro Corona Subsidiary and itssister company, Minera Gold Fields S.A.

“**Permitted Financial Indebtedness**” means anyFinancial Indebtedness:

(a)                                      arisingunder the Finance Documents;

(b)                                     arisingunder any environmental bond which any member of the Group is required to issueby any applicable law;

(c)                                      arisingin connection with the Cerro Corona Project;

(d)                                     arisingunder any derivative transaction entered into in connection with protectionagainst or benefit from fluctuation in any rate or price but not forspeculative purposes;

(e)                                      arisingunder the bridge facility raised by GFL Mining Services Limited in connectionwith the funding of the Acquisition **providedthat** such facility is promptly cancelled and repaid in full afterthe first Utilisation Date; and

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(f)                                        notfalling within paragraphs (a), (b), (c), (d) or (e) above **provided that**the aggregate amount of allFinancial Indebtedness (excluding, for the avoidance of doubt, any FinancialIndebtedness incurred by a Guarantor or a Project Finance Subsidiary) permittedunder this paragraph (f) does not at any time exceed $150,000,000 (or itsequivalent).

“**Project Finance Borrowings**” means:

(a)                                      anyindebtedness to finance (or re-finance) a project comprised of the ownership,development, construction, refurbishment, commissioning and/or operation ofassets which is incurred by a Project Finance Subsidiary in connection with suchproject and in respect of which the recourse of the person(s) making any suchfinance (or re-finance) available to that Project Finance Subsidiary for thepayment, repayment and prepayment of such indebtedness is limited to (i) theProject Finance Subsidiary and its assets and/or the shares in that ProjectFinance Subsidiary and/or (ii) during the period prior to successful completionof the relevant completion tests applicable to such project guarantees from anyone or more members of the Group; or

(b)                                     anyindebtedness the terms and conditions of which have been approved by the Agentand which the Agent has agreed in writing (acting on the instructions of theMajority Lenders) to treat as a “Project Finance Borrowing” for the purposes ofthis Agreement.

“**Project Finance Subsidiary**” means a singlepurpose company (excluding the Obligors) whose sole business is a projectcomprised of the ownership, development, construction, refurbishment,commissioning and/or operation of an asset which has incurred Project FinanceBorrowings.

“**QuotationDay**” means, in the case of a determination of LIBOR, the date onwhich quotations would customarily be provided by leading banks in the LondonInterbank Market for deposits or amounts in the relevant currency for deliveryon the first day of such period or on any other relevant date.

“**ReferenceBanks**” means, the principal London offices of Barclays Bank PLC,JPMorgan Chase Bank, N.A. and Citibank, N.A. or such other banks as may beappointed by the Agent in consultation with the Parent.

“**RelevantInterbank Market**” means the London interbank market.

“**RepeatingRepresentations**” means each of the representations set out inClause 19.1 (*Status*), to Clause 19.23 (*No Material Adverse Effect*) other thanClause 19.3 (*Binding Obligations*),Clause 19.6 (*Governing law and enforcement*),Clause 19.7 (*Deduction of Tax*),Clause 19.8 (*No filing or stamp taxes*),paragraphs (a) and (b) of Clause 19.10 (*Nomisleading information*), Clause 19.13 (*No proceedings pending or threatened*), and Clause 19.22 (*No undisclosed unfunded liabilities*).

“**Resignation Letter**” means a lettersubstantially in the form set out in Schedule 7 (*Form of Resignation Letter*).

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“**Screen Rate**”means the British Bankers’ Association Interest Settlement Rate for therelevant currency and period, displayed on the appropriate page of the Teleratescreen.  If the agreed page is replacedor service ceases to be available, the Agent may specify another page orservice displaying the appropriate rate after consultation with the Parent and the Lenders.

“**SelectionNotice**” means a notice substantially in the form set out in Part IIof Schedule 3 (*Requests*) givenin accordance with Clause 10 (*Interest Periods*).

“**SpecifiedTime**” means a time determined in accordance with Schedule 9 (*Timetables*).

“**Subsidiary**” means, in relation to any company or corporation, a company or corporation:

(a)                                      whichis controlled, directly or indirectly, by the first mentioned company or corporation;

(b)                                     morethan half the issued share capital of which is beneficially owned, directly orindirectly by the first mentioned companyor corporation; or

(c)                                      whichis a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall betreated as being controlled by another if that other company or corporation is able to direct its affairs and/or tocontrol the composition of its board of directors or equivalent body.

“**Target**” means Bolivar Gold Corp., a companyincorporated under the law of Yukon Territories, Canada with registered number29927.

“**Target Shares**” means all the shares ofTarget.

“**Tax**”means any tax, levy, impost, duty or other charge or withholding of a similarnature (including, without limitation, any penalty or interest payable inconnection with any failure to pay or any delay in paying any of the same).

“**Tax Credit**” means a credit against, reliefor remission for, or repayment of any Tax.

“**Tax Deduction**” means a deduction orwithholding for or on account of Tax from a payment under a Finance Document.

“**Tax Payment**” means either the increase in apayment made by an Obligor to a Finance Party under Clause 13.1 (*Tax gross-up*) or a payment under Clause13.2 (*Tax indemnity*).

“**TerminationDate**” means the date which is 36 Months after the date of thisAgreement.

“**TotalCommitments**” means the aggregate of the Commitments being$250,000,000 at the date of this Agreement.

“**TransferCertificate**” means a certificate substantially in the form set outin Schedule 5 (*Form of TransferCertificate*) or any other form agreed between the Agent and the Parent.

“**Transfer Date**” means, in relation to a transfer, the laterof:

(a)                                      theproposed Transfer Date specified in the Transfer Certificate; and

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(b)                                     thedate on which the Agent executes the Transfer Certificate.

“**Unpaid Sum**”means any sum due and payable but unpaid by an Obligor under the FinanceDocuments.

“**Utilisation**”means a utilisation of the Facility.

“**UtilisationDate**” means the date of a Utilisation, being the date on which therelevant Loan is to be made.

“**UtilisationRequest**” means a notice substantially in the form set out in Part Iof Schedule 3 (*Requests*).

“**VAT**”means value added tax as provided for in the Value Added Tax Act 1994 and anyother tax of a similar nature.

## 1.2                           **Construction**

### (a)                                      Unless a contraryindication appears any reference in this Agreement to:

#### (i)                        the “**Agent**”, the “**Arranger**”,any “**Finance Party**”, any “**Lender**”, any “**Obligor**” or any “**Party**”shall be construed so as to include its successors in title, permitted assignsand permitted transferees;

#### (ii)                     “**arm’s length**”means terms that are fair and reasonable to the counterparty of a transactionand no more or less favourable to the other party to the relevant transactionas could reasonably be expected to be obtained in a comparable arm’s lengthtransaction with a person that is not the ultimate Holding Company of suchcounterparty or an entity of which such counterparty or its ultimate HoldingCompany has direct or indirect control, or owns directly or indirectly morethan 20% (twenty percent) of the share capital or similar rights of ownership;

#### (iii)                  “**assets**”includes properties, revenues and rights of every description;

#### (iv)                 “**audited**” means,in respect of any financial statement, those financial statements as audited bythe Auditors;

#### (v)                    “**authorisations**”mean any authorisation, consent, registration, filing agreement, notarisation,certificate, licence, approval, resolution, permit and/or authority or anyexemption from any of the aforesaid, by, with or from any authority (including,without limitation, any approvals required from the South African Reserve Bankin relation to any Finance Document or any transaction contemplated under anyFinance Document);

#### (vi)                 a “**FinanceDocument**” or any other agreement or instrument is a reference tothat Finance Document or other agreement or instrument as amended or novated;

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#### (vii)              “**indebtedness**”shall be construed so as to include any obligation (whether incurred asprincipal or as surety) for the payment or repayment of money, whether presentor future, actual or contingent;

#### (viii)           “**law**” shall beconstrued as any law (including statutory, common or customary law), statute,constitution, decree, judgment, treaty, regulation, directive, by-law, order,other legislative measure, requirement, request or guideline (whether or nothaving the force of law but, if not having the force of law, is generallycomplied with by the persons to whom it is addressed or applied) of anygovernment, supranational, local government, statutory or regulatory orself-regulatory or similar body or authority or court and the common law, asamended, replaced, re-enacted, restated or reinterpreted from time to time;

#### (ix)                   a“**person**” shall be construed as areference to any person, firm, company, corporation, government, state oragency of a state or any association, trust or partnership (whether or nothaving separate legal personality) of two or more of the foregoing;

#### (x)                      a“**regulation**” includes anyregulation, rule, official directive, request or guideline (whether or nothaving the force of law but complied with generally) of any governmental,intergovernmental or supranational body, agency, department or regulatory,self-regulatory or other authority or organisation;

#### (xi)                   aprovision of law is a reference to that provision as amended or re-enacted; and

#### (xii)                atime of day is a reference to London time.

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

### (c)                                      Unlessa contrary indication appears, a term used in any other Finance Document or inany notice given under or in connection with any Finance Document has the samemeaning in that Finance Document or notice as in this Agreement.

### (d)                                     ADefault (other than an Event of Default) is “**continuing**”if it has not been remedied or waived and an Event of Default is “**continuing**” if it has not been remedied or waived.

### (e)                                      Anyreference to “Barclays Capital” is a reference to Barclays Capital, theinvestment banking division of Barclays Bank PLC.

## 1.3                           **Currency Symbols and Definitions**

“**$**”and “**dollars**” denote lawful currency of theUnited States of America and “**CAN$**”and “**Canadian dollars**” means thelawful currency of Canada.

## 1.4                           **Third party rights**

### (a)                                      Unlessexpressly provided to the contrary in a Finance Document, a person who is not aParty has no right under the Contracts (Rights of Third Parties) Act 1999 (the “**Third Parties Act**”) to enforce or to enjoythe benefit of any term of this Agreement.

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### (b)                                     Notwithstandingany term of any Finance Document, the consent of any person who is not a Partyis not required to rescind or vary this Agreement at any time.

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**SECTION 2THE FACILITY**

# 2.                                 **THE FACILITY**

## 2.1                           **The Facility**

Subject to the terms ofthis Agreement, the Lenders make available to the Borrowers a term loanfacility in an aggregate amount equal to the Total Commitments.

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

### (a)                                      Theobligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform itsobligations under the Finance Documents does not affect the obligations of anyother Party under the Finance Documents. No Finance Party is responsible for the obligations of any other FinanceParty under the Finance Documents.

### (b)                                     Therights of each Finance Party under or in connection with the Finance Documentsare separate and independent rights and any debt arising under the FinanceDocuments to a Finance Party from an Obligor shall be a separate andindependent debt.

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

# 3.                                 **PURPOSE**

## 3.1                           **Purpose**

Each Borrower shall applyall amounts borrowed by it under the Facility towards financing or refinancingamounts paid or to be paid for or in connection with the Acquisition andgeneral corporate purposes.

## 3.2                           **Monitoring**

No Finance Party is boundto monitor or verify the application of any amount borrowed pursuant to thisAgreement.

# 4.                                 **CONDITIONS OF UTILISATION**

## 4.1                           **Initial conditions precedent**

No Borrower may deliver aUtilisation Request unless the Agent has received all of the documents andother evidence listed in Part I of Schedule 2 (*Conditionsprecedent*) in form and substance satisfactory to the Agent.  The Agent shall notify the Parent and the Lenders promptly uponbeing so satisfied.

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## 4.2                           **Further conditions precedent**

### (a)                                      TheLenders will only be obliged to comply with Clause 5.4 (*Lenders’ participation*) if on the date of the UtilisationRequest and on the proposed Utilisation Date:

#### (i)                        noDefault is continuing or would result from the proposed Loan; and

#### (ii)                     therepresentations in Clause 19 (*Representations*)to be made by each Obligor are true in all material respects.

### (b)                                     TheLenders will only be obliged to comply with Clause 6.3 (*Change of currency*) if, on the first day of an InterestPeriod, no Default is continuing or would result from the change of currencyand the representations to be made by each Obligor are true in all materialrespects.

## 4.3                           **Maximum number of Loans**

### (a)                                      ABorrower may not deliver a Utilisation Request if as a result of the proposedUtilisation, 6 or more Loans would be outstanding.

### (b)                                     ABorrower may not request that a Loan be divided if, as a result of the proposeddivision, 6 or more Loans would be outstanding.

### (c)                                      AnyLoan made by a single Lender under Clause 6.2 (*Unavailabilityof a currency*) shall not be taken into account in thisClause 4.3.

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**SECTION 3UTILISATION**

# 5.                                 **UTILISATION**

## 5.1                           **Delivery of a Utilisation Request**

A Borrower may utilisethe Facility by delivery to the Agent of a duly completed Utilisation Requestnot later than the Specified Time.

## 5.2                           **Completion of a Utilisation Request**

### (a)                                      Each UtilisationRequest is irrevocable and will not be regarded as having been duly completedunless:

#### (i)                        the proposed Utilisation Dateis a Business Day within the Availability Period;

#### (ii)                     the currency and amount of theUtilisation comply with Clause 5.3 (*Currency and amount*);and

#### (iii)                  the proposed Interest Period complieswith Clause 10 (*Interest Periods*).

### (b)                                     Only one Loan maybe requested in each Utilisation Request.

## 5.3                           **Currency and amount**

### (a)                                      The currencyspecified in a Utilisation Request must be the Base Currency or the OptionalCurrency.

### (b)                                     The amount of theproposed Loan must be:

#### (i)                        if the currency selected is theBase Currency, a minimum of US$20,000,000 or, if less, the Available Facility;or

#### (ii)                     if the Optional Currency isselected, a minimum of CAN$20,000,000 or, if less, an amount in Canadiandollars calculated at the Agent’s Spot Rate of Exchange that is equal to theAvailable Facility,

#### in any eventsuch that its Base Currency Amount is less than or equal to the AvailableFacility.

## 5.4                           **Lenders’ participation**

### (a)                                      If the conditionsset out in this Agreement have been met, each Lender shall make itsparticipation in each Loan available by the Utilisation Date through itsFacility Office.

### (b)                                     The amount of eachLender’s participation in each Loan will be equal to the proportion borne byits Available Commitment to the Available Facility immediately prior to makingthe Loan.

### (c)                                      The Agent shalldetermine the Base Currency Amount of each Loan which is to be made in theOptional Currency and shall notify each Lender of the amount, currency

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### and the Base Currency Amount of each Loan and the amount of itsparticipation in that Loan, in each case by the Specified Time.

# 6.                                 **OPTIONAL CURRENCIES**

## 6.1                           **Selection of currency**

### (a)                                      ABorrower (or the Parent onbehalf of a Borrower) shall select the currency of a Loan:

#### (i)                        (inthe case of an initial Utilisation) in a Utilisation Request; and

#### (ii)                     (afterwardsin relation to a Loan made to it) in a Selection Notice.

### (b)                                     Ifa Borrower (or the Parent onbehalf of a Borrower) fails to issue a Selection Notice in relation to a Loan,the Loan will remain denominated for its next Interest Period in the samecurrency in which it is then outstanding.

### (c)                                      Ifa Borrower (or the Parent onbehalf of a Borrower) issues a Selection Notice requesting a change of currencyand the first day of the requested Interest Period is not a Business Day forthe other currency, the Agent shall promptly notify the Borrower and theLenders and the Loan will remain in the existing currency (with InterestPeriods running from one Business Day until the next Business Day) until thenext day which is a Business Day for both currencies, on which day therequested Interest Period will begin.

## 6.2                           **Unavailability of a currency**

If before theSpecified Time on any Quotation Day:

### (a)                                      aLender notifies the Agent that the Optional Currency requested is not readily availableto it in the amount required; or

### (b)                                     aLender notifies the Agent that compliance with its obligation to participate ina Loan in the proposed Optional Currency would contravene a law or regulationapplicable to it,

the Agent will givenotice to the relevant Borrower to that effect by the Specified Time on thatday.  In this event, any Lender thatgives notice pursuant to this Clause 6.2 will be required to participatein the Loan in the Base Currency (in an amount equal to that Lender’sproportion of the Base Currency Amount) and its participation will be treatedas a separate Loan denominated in the Base Currency during that InterestPeriod.

## 6.3                           **Change of currency**

### (a)                                      If a Loan is tobe denominated in different currencies during two successive Interest Periods:

#### (i)                        if the currency for the secondInterest Period is the Optional Currency, the amount of the Loan in thatOptional Currency will be calculated by the Agent as the amount of thatOptional Currency equal to the Base Currency Amount of the Loan at the Agent’sSpot Rate of Exchange at the Specified Time;

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#### (ii)                     if the currency for the secondInterest Period is the Base Currency, the amount of the Loan will be equal tothe Base Currency Amount;

#### (iii)                  (unless the Agent and the Borroweragree otherwise in accordance with paragraph (b) below) the Borrower thathas borrowed the Loan shall repay it on the last day of the first InterestPeriod in the currency in which it was denominated for that Interest Period;and

#### (iv)                 (subject to Clause 4.2 (*Further conditions precedent)*) the Lenders shall re-advancethe Loan in the new currency in accordance with Clause 6.5 (*Agent’s calculations*).

### (b)                                     If the Agent andthe Borrower that has borrowed the Loan agree, the Agent shall:

#### (i)                        apply the amount paid to it bythe Lenders pursuant to paragraph (a)(iv) above (or so much of that amountas is necessary) in or towards purchase of an amount in the currency in whichthe Loan is outstanding for the first Interest Period; and

#### (ii)                     use the amount it purchases in ortowards satisfaction of the relevant Borrower’s obligations underparagraph (a)(iii) above.

### (c)                                      If the amountpurchased by the Agent pursuant to paragraph (b)(i) above is less than theamount required to be repaid by the relevant Borrower, the Agent shall promptlynotify that Borrower and that Borrower shall, on the last day of the firstInterest Period, pay an amount to the Agent (in the currency of the outstandingLoan for the first Interest Period) equal to the difference.

### (d)                                     If any part of theamount paid to the Agent by the Lenders pursuant to paragraph (a)(iv)above is not needed to purchase the amount required to be repaid by therelevant Borrower, the Agent shall promptly notify that Borrower and pay thatBorrower, on the last day of the first Interest Period that part of that amount(in the new currency).

## 6.4                           **Same Optional Currency during successive Interest Periods**

### (a)                                      If a Loan is tobe denominated in the same Optional Currency during two successive InterestPeriods, the Agent shall calculate the amount of the Loan in the OptionalCurrency for the second of those Interest Periods (by calculating the amount ofOptional Currency equal to the Base Currency Amount of that Loan at the Agent’sSpot Rate of Exchange at the Specified Time) and (subject to paragraph (b)below):

#### (i)                        if the amount calculated isless than the existing amount of that Loan in the Optional Currency during thefirst Interest Period, promptly notify the Borrower that has borrowed that Loanand that Borrower shall pay, on the last day of the first Interest Period, anamount equal to the difference; or

#### (ii)                     if the amount calculated is morethan the existing amount of that Loan in the Optional Currency during the firstInterest Period, promptly notify each Lender and, if no Event of Default iscontinuing, each Lender shall, on the last day of

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#### the first Interest Period, pay its participation in an amount equal tothe difference.

### (b)                                     If the calculationmade by the Agent pursuant to paragraph (a) above shows that the amount ofthe Loan in the Optional Currency for the second of those Interest Periodsconverted into the Base Currency at the Agent’s Spot Rate of Exchange at theSpecified Time has increased or decreased by less than 5 per cent. compared toits Base Currency Amount (taking into account any payments made pursuant toparagraph (a) above), no notification shall be made by the Agent and nopayment shall be required under paragraph (a) above.

## 6.5                           **Agent’s calculations**

### (a)                                      All calculationsmade by the Agent pursuant to this Clause 6 will take into account anyrepayment, prepayment, consolidation or division of Loans to be made on thelast day of the first Interest Period.

### (b)                                     Each Lender’sparticipation in a Loan will, subject to paragraph (a) above, bedetermined in accordance with paragraph (b) of Clause 5.4 (*Lenders’ participation).*

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**SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION**

# 7.                                 **REPAYMENT**

## 7.1                           **Repayment of Loans**

### (a)                                      Without prejudiceto its obligations to repay any Loan earlier pursuant to Clause 6.3 (*Change of currency*), each Borrower shallrepay the Loans made to it which are outstanding on the Termination Date, infull on the Termination Date.

### (b)                                     No Borrower mayreborrow any part of the Facility which is repaid.

# 8.                                 **PREPAYMENT AND CANCELLATION**

## 8.1                           **Illegality**

If it becomes unlawful inany applicable jurisdiction for a Lender to perform any of its obligations ascontemplated by this Agreement or to fund or maintain its participation in anyLoan:

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

### (b)                                     upon the Agentnotifying the Parent, theCommitment of that Lender will be immediately cancelled; and

### (c)                                      each Borrowershall repay that Lender’s participation in the Loans made to that Borrower onthe last day of the Interest Period for each Loan occurring after the Agent hasnotified the Parent or, ifearlier, the date specified by the Lender in the notice delivered to the Agent(being no earlier than the last day of any applicable grace period permitted bylaw).

## 8.2                           **Change of control**

### (a)                                      If any person orgroup of persons acting in concert gains control of the Parent:

#### (i)                        the Parent shall promptlynotify the Agent upon becoming aware of that event;

#### (ii)                     a Lender shall not be obliged tofund a Utilisation and the Agent and the Parent shall consult about the changeof control;

#### (iii)                  if the Majority Lenders so requireafter a period of 45 (forty-five) days from receipt of the notice referred toin (i) above, the Agent shall by notice to the Parent, (such notice to bedelivered no later than 60 (sixty) days from receipt of the notice referred toin (i) above), cancel the Total Commitments and declare all outstanding Loans,together with accrued interest and all other amounts accrued under the FinanceDocuments immediately due and payable, whereupon the Total Commitments will becancelled and all such outstanding amounts will become immediately due andpayable;

#### (iv)                 if the Agent does not serve the noticereferred to in paragraph (iii) above, a Lender may by notice to the Agent whichshall be delivered not earlier than 45

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#### (forty-five) days nor later than 60 (sixty) days from receipt of thenotice referred to in (i) above, whereupon the Agent shall by notice to theParent (such notice to be delivered promptly after receipt of such Lendernotification), cancel the Commitment of that Lender and declare theparticipation of that Lender in all outstanding Loans, together with accruedinterest thereon and all other amounts due to such Lender under the FinanceDocuments immediately due and payable, whereupon the Commitment of that Lenderwill be cancelled and all such outstanding amounts will become immediately dueand payable.

### (b)                                     For the purpose ofparagraph (a) above “**control**” means:

#### (i)                        the power (whether by way ofownership of shares, proxy, contract, agency or otherwise) to:

##### (A)                cast, or control the casting of, morethan one-half of the maximum number of votes that might be cast at a generalmeeting of the Parent; or

##### (B)                  appoint or remove all, or themajority, of the directors or other equivalent officers of the Parent; or

##### (C)                  give directions with respect to theoperating and financial policies of the Parent which the directors or otherequivalent officers of the Parent are obliged to comply with; or

#### (ii)                     the holding of more than one-halfof the issued share capital of the Parent (excluding any part of that issuedshare capital that carries no right to participate beyond a specified amount ina distribution of either profits or capital).

### (c)                                      For the purposeof paragraph (a) above “**acting in concert**”means, a group of persons who, pursuant to an agreement or understanding(whether formal or informal), actively co-operate, through the acquisition byany of them, either directly or indirectly, of shares in the Parent, to obtainor consolidate control of the Parent.

## 8.3                           **Voluntary cancellation**

The Parent may, if it gives the Agent notless than 10 days’ (or such shorter period as the Majority Lenders may agree)prior notice, cancel the whole or any part (being a minimum amount of$10,000,000) of the Available Facility. Any cancellation under this Clause 8.3 shall reduce the Commitmentsof the Lenders rateably.

## 8.4                           **Voluntary prepayment of Loans**

### (a)                                      A Borrower towhich a Loan has been made may, if it gives the Agent not less than 10 days’(or such shorter period as the Majority Lenders may agree) prior notice, prepaythe whole or any part of any Loan (but, if in part, being an amount thatreduces the Base Currency Amount of the Loan by a minimum amount of$5,000,000).

### (b)                                     A Loan may only beprepaid after the last day of the Availability Period (or, if earlier, the dayon which the Available Facility is zero).

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## 8.5                           **Right of repayment and cancellation in relation to asingle Lender**

### (a)                                      If:

#### (i)                        anysum payable to any Lender by an Obligor is required to be increased underparagraph (c) of Clause 13.1 (*Tax gross-up*);or

#### (ii)                     anyLender claims indemnification from the Parentunder Clause 13.2 (*Tax indemnity*)or Clause 14.1 (*Increased costs*);or

#### (iii)                  anyLender notifies the Agent of its Additional Cost Rate under paragraph 3 ofSchedule 4 (*Mandatory Cost Formulae*),

the Parent may, whilst (in the case ofparagraphs (i) and (ii) above) the circumstance giving rise to therequirement or indemnification continues or (in the case ofparagraph (iii) above) that Additional Cost Rate is greater than zero,give the Agent notice of cancellation of the Commitment of that Lender and itsintention to procure the repayment of that Lender’s participation in the Loans.

### (b)                                     Onreceipt of a notice referred to in paragraph (a) above, the Commitment ofthat Lender shall immediately be reduced to zero whereupon Total Commitmentsshall be reduced by the same amount.

### (c)                                      Onthe last day of each Interest Period which ends after the Parent has given notice underparagraph (a) above (or, if earlier, the date specified by the Parent in that notice), eachBorrower to which a Loan is outstanding shall repay that Lender’s participationin that Loan.

## 8.6                           **Restrictions**

### (a)                                      Anynotice of cancellation or prepayment given by any Party under thisClause 8 shall be irrevocable and, unless a contrary indication appears inthis Agreement, shall specify the date or dates upon which the relevantcancellation or prepayment is to be made and the amount of that cancellation orprepayment.

### (b)                                     Anyprepayment under this Agreement shall be made together with accrued interest onthe amount prepaid and, subject to any Break Costs, without premium or penalty.

### (c)                                      Subjectto Clause 6.3 (*Change of currency*),no Borrower may reborrow any part of the Facility which is prepaid.

### (d)                                     TheBorrowers shall not repay or prepay all or any part of the Loans or cancel allor any part of the Commitments except at the times and in the manner expresslyprovided for in this Agreement.

### (e)                                      Noamount of the Total Commitments cancelled under this Agreement may besubsequently reinstated.

### (f)                                        Atthe end of the Availability Period, the Total Commitments shall be reduced tozero.

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### (g)                                     Ifthe Agent receives a notice under this Clause 8 it shall promptly forwarda copy of that notice to either the Parentor the affected Lender, as appropriate.

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**SECTION 5COSTS OF UTILISATION**

# 9.                                 **INTEREST**

## 9.1                           **Calculation of interest**

The rate ofinterest on each Loan for each Interest Period is the percentage rate per annumwhich is the aggregate of the applicable:

### (a)                                      Margin;

### (b)                                     LIBOR;and

### (c)                                      MandatoryCost, if any.

## 9.2                           **Payment of interest**

The Borrower to which aLoan has been made shall pay accrued interest on that Loan on the last day ofeach Interest Period (and, if the Interest Period is longer than six Months, onthe dates falling at six Monthly intervals after the first day of the InterestPeriod).

## 9.3                           **Default interest**

### (a)                                      Ifan Obligor fails to pay any amount payable by it under a Finance Document onits due date, interest shall accrue on the overdue amount from the due date upto the date of actual payment (both before and after judgment) at a rate which,subject to paragraph (b) below, is one per cent higher than the rate whichwould have been payable if the overdue amount had, during the period ofnon-payment, constituted a Loan in the currency of the overdue amount forsuccessive Interest Periods, each of a duration selected by the Agent (actingreasonably).  Any interest accruing underthis Clause 9.3 shall be immediately payable by the Obligor on demand bythe Agent.

### (b)                                     Ifany overdue amount consists of all or part of a Loan which became due on a daywhich was not the last day of an Interest Period relating to that Loan:

#### (i)                        thefirst Interest Period for that overdue amount shall have a duration equal tothe unexpired portion of the current Interest Period relating to that Loan; and

#### (ii)                     therate of interest applying to the overdue amount during that first InterestPeriod shall be one per cent. higher than the rate which would have applied ifthe overdue amount had not become due.

### (c)                                      Defaultinterest (if unpaid) arising on an overdue amount will be compounded with theoverdue amount at the end of each Interest Period applicable to that overdueamount but will remain immediately due and payable.

## 9.4                           **Notification of rates of interest**

The Agent shall promptlynotify the Lenders and the relevant Borrower of the determination of a rate ofinterest under this Agreement.

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**10.**                            INTERESTPERIODS

## 10.1                     **Selection of Interest Periods**

### (a)                                      ABorrower (or the Parent onbehalf of a Borrower) may select an Interest Period for a Loan in theUtilisation Request for that Loan or (if the Loan has already been borrowed) ina Selection Notice.

### (b)                                     EachSelection Notice for a Loan is irrevocable and must be delivered to the Agentby the Borrower (or the Parenton behalf of a Borrower) to which that Loan was made not later than the SpecifiedTime.

### (c)                                      Ifa Borrower (or the Parent)fails to deliver a Selection Notice to the Agent in accordance withparagraph (b) above, the relevant Interest Period will be one Month.

### (d)                                     Subjectto this Clause 10, a Borrower (or the Parent) may select an Interest Period of one, two, three or sixMonths or any other period agreed between the Parent and the Agent (acting on the instructions of all theLenders).

### (e)                                      AnInterest Period for a Loan shall not extend beyond the Termination Date.

### (f)                                        EachInterest Period for a Loan shall start on the Utilisation Date or (if alreadymade) on the last day of its preceding Interest Period.

## 10.2                     **Non-Business Days**

If an Interest Periodwould otherwise end on a day which is not a Business Day, that Interest Periodwill instead end on the next Business Day in that calendar month (if there isone) or the preceding Business Day (if there is not).

## 10.3                     **Consolidation and division of Loans**

### (a)                                      Subjectto paragraph (b) below, if two or more Interest Periods:

#### (i)                        relateto Loans in the same currency; and

#### (ii)                     endon the same date; and

#### (iii)                  aremade to the same Borrower,

those Loans will, unlessthat Borrower (or the Parent onits behalf) specifies to the contrary in the Selection Notice for the nextInterest Period, be consolidated into, and treated as, a single Loan on thelast day of the Interest Period.

### (b)                                     Subjectto Clause 4.3 (*Maximum number of Loans*)and Clause 5.3 (*Currency and amount*),if a Borrower (or the Parenton its behalf) requests in a Selection Notice that a Loan be divided into twoor more Loans, that Loan will, on the last day of its Interest Period, be sodivided with Base Currency Amounts specified in that Selection Notice, being anaggregate Base Currency Amount equal to the Base Currency Amount of the Loanimmediately before its division.

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**11.**                         Changes to thecalculation of interest

## 11.1                     **Absence of quotations**

Subject toClause 11.2 (*Market disruption*), if LIBOR isto be determined by reference to the Reference Banks but a Reference Bank doesnot 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 Banks.

## 11.2                     **Market disruption**

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

#### (i)                        theMargin;

#### (ii)                     therate notified to the Agent by that Lender as soon as practicable and in anyevent not later than 5 (five) Business Days before interest is due to be paidin respect of that Interest Period (**provided that**if such Lender is unable to notify the Agent of such rate not later than 5(five) Business Days before interest is due to be paid in respect of thatInterest Period, it shall do so before interest is due to be paid in respect ofthat Interest Period), to be that which expresses as a percentage rate perannum the cost to that Lender of funding its participation in that Loan fromwhatever source it may reasonably select; and

#### (iii)                  theMandatory Cost, if any, applicable to that Lender’s participation in the Loan.

### (b)                                     Inthis Agreement “**Market Disruption Event**”means:

#### (i)                        ator about noon on the Quotation Day for the relevant Interest Period the ScreenRate is not available and none or only one of the Reference Banks supplies arate to the Agent to determine LIBOR for the relevant currency and InterestPeriod; or

#### (ii)                     beforeclose of business in London on the Quotation Day for the relevant InterestPeriod, the Agent receives notifications from a Lender or Lenders (whoseparticipations in a Loan exceed 35 per cent. of that Loan) that the cost to itof obtaining matching deposits in the Relevant Interbank Market would be inexcess of LIBOR.

## 11.3                     **Alternative basis of interest or funding**

### (a)                                      Ifa Market Disruption Event occurs and the Agent or the Parent so requires, the Agent and the Parent shall enter into negotiations (for a period of not morethan thirty days) with a view to agreeing a substitute basis for determiningthe rate of interest.

### (b)                                     Anyalternative basis agreed pursuant to paragraph (a) above shall, with theprior consent of all the Lenders and the Parent, be binding on all Parties.

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**11.4**                   BreakCosts

### (a)                                      EachBorrower shall, within three Business Days of demand by a Finance Party, pay tothat Finance Party its Break Costs attributable to all or any part of a Loan orUnpaid Sum being paid by that Borrower on a day other than the last day of anInterest Period for that Loan or Unpaid Sum.

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

# 12.                           **FEES**

## 12.1                     **Commitment fee**

### (a)                                      TheParent shall pay to the Agent(for the account of each Lender) a fee in the Base Currency computed at therate of thirty per cent. of the Margin on that Lender’s Available Commitmentfor the Availability Period.

### (b)                                     Theaccrued commitment fee is payable on the last day of each successive period ofthree Months which ends during the Availability Period, on the last day of theAvailability Period and, if cancelled in full, on the cancelled amount of therelevant Lender’s Commitment at the time the cancellation is effective.

## 12.2                     **Arrangement fee**

The Parent shall pay to the Arranger anarrangement fee in the amount and at the times agreed in a Fee Letter.

## 12.3                     **Agency fee**

The Parent shall pay to the Agent (for itsown account) an agency fee in the amount and at the times agreed in a FeeLetter.

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**SECTION 6ADDITIONAL PAYMENT OBLIGATIONS**

# 13.                           **TAX GROSS UP AND INDEMNITIES**

## 13.1                     **Tax gross-up**

### (a)                                      EachObligor shall make all payments to be made by it without any Tax Deduction,unless a Tax Deduction is required by law.

### (b)                                     TheParent shall promptly uponbecoming aware that an Obligor must make a Tax Deduction (or that there is anychange in the rate or the basis of a Tax Deduction) notify the Agentaccordingly.  Similarly, a Lender shallnotify the Agent on becoming so aware in respect of a payment payable to thatLender.  If the Agent receives suchnotification from a Lender it shall notify the Parent and, if applicable, that Obligor.

### (c)                                      Ifa Tax Deduction is required by law to be made by an Obligor, the amount of thepayment due from that Obligor shall be increased to an amount which (aftermaking any Tax Deduction) leaves an amount equal to the payment which wouldhave been due if no Tax Deduction had been required.

### (d)                                     Ifan Obligor is required to make a Tax Deduction, that Obligor shall make thatTax Deduction and any payment required in connection with that Tax Deductionwithin the time allowed and in the minimum amount required by law.

### (e)                                      Withinthirty days of making either a Tax Deduction or any payment required inconnection with that Tax Deduction, the Obligor making that Tax Deduction shalldeliver to the Agent for the Finance Party entitled to the payment evidencereasonably satisfactory to that Finance Party that the Tax Deduction has beenmade or (as applicable) any appropriate payment paid to the relevant taxingauthority.

## 13.2                     **Tax indemnity**

### (a)                                      TheParent shall (within threeBusiness Days of demand by the Agent) pay to a Finance Party an amount equal tothe loss, liability or cost which that Finance Party determines (in its absolutediscretion) will be or has been (directly or indirectly) suffered for or onaccount of Tax by that Finance Party in respect of a Finance Document.

### (b)                                     Paragraph (a)above shall not apply:

#### (i)                        withrespect to any Tax assessed on a Finance Party:

##### (A)                underthe law of the jurisdiction in which that Finance Party is incorporated or, ifdifferent, the jurisdiction (or jurisdictions) in which that Finance Party istreated as resident for tax purposes; or

##### (B)                  underthe law of the jurisdiction in which that Finance Party’s Facility Office islocated in respect of amounts received or receivable in that jurisdiction,

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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)                     tothe extent a loss, liability or cost is compensated for by an increased paymentunder Clause 13.1 (*Tax gross-up*).

### (c)                                      AFinance Party making, or intending to make a claim under paragraph (a)above shall promptly notify the Agent of the event which will give, or hasgiven, rise to the claim, following which the Agent shall notify the Parent.

### (d)                                     AFinance Party shall, on receiving a payment from an Obligor under thisClause 13.2, notify the Agent.

## 13.3                     **Tax Credit**

If an Obligor makes a TaxPayment and the relevant Finance Party determines (in its absolute discretion)that:

### (a)                                      aTax Credit is attributable either to an increased payment of which that TaxPayment forms part, or to that Tax Payment; and

### (b)                                     thatFinance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shallpay an amount to such Obligor which that Finance Party determines (in itsabsolute discretion) will leave it (after that payment) in the same after-Taxposition as it would have been in had the Tax Payment not been required to bemade by such Obligor.

## 13.4                     **Stamp taxes**

The Parent shall pay and, within threeBusiness Days of demand, indemnify each Finance Party against any cost, loss orliability that Finance Party incurs in relation to all stamp duty, registrationand other similar Taxes payable in respect of any Finance Document.

## 13.5                     **Value added tax**

### (a)                                      Allamounts set out, or expressed to be payable under a Finance Document by anyParty to a Finance Party which (in whole or in part) constitute theconsideration for VAT purposes shall be deemed to be exclusive of any VAT whichis chargeable on such supply, and accordingly, subject to paragraph (c)below, if VAT is chargeable on any supply made by any Finance Party to anyParty under a Finance Document, that Party shall pay to the Finance Party (inaddition to and at the same time as paying the consideration) an amount equalto the amount of the VAT (and such Finance Party shall promptly provide anappropriate VAT invoice to such Party).

### (b)                                     IfVAT is chargeable on any supply made by any Finance Party (the “**Supplier**”) to any other Finance Party (the “**Recipient**”) under a Finance Document, and any Party (the “**Relevant Party**”) is required by the terms of any FinanceDocument to pay an amount equal to the consideration for such supply to theSupplier (rather than being required to reimburse the Recipient in respect ofthat consideration), such Party shall also pay to the Supplier (in addition toand at the same time as paying such amount)

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### an amountequal to the amount of such VAT.  TheRecipient will promptly pay to the Relevant Party an amount equal to any creditor repayment from the relevant tax authority which it reasonably determinesrelates to the VAT chargeable on that supply.

### (c)                                      Wherea Finance Document requires any Party to reimburse a Finance Party for anycosts or expenses, that Party shall also at the same time pay and indemnify theFinance Party against all VAT incurred by the Finance Party in respect of thecosts or expenses to the extent that the Finance Party reasonably determinesthat neither it nor any other member of any group of which it is a member forVAT purposes is entitled to credit or repayment from the relevant tax authorityin respect of the VAT.

# 14.                           **Increasedcosts**

## 14.1                     **Increased costs**

### (a)                                      Subjectto Clause 14.3 (*Exceptions*) theParent shall, within fiveBusiness Days of a demand by the Agent, pay for the account of a Finance Partythe amount of any Increased Costs incurred by that Finance Party or any of itsAffiliates as a result of (i) the introduction of or any change in (or in theinterpretation, administration or application of) any law or regulation or (ii)compliance with any law or regulation made after the date of this Agreement.

### (b)                                     Inthis Agreement “**Increased Costs**”means:

#### (i)                        areduction in the rate of return from the Facility or on a Finance Party’s (orits Affiliate’s) overall capital;

#### (ii)                     anadditional or increased cost; or

#### (iii)                  areduction of any amount due and payable under any Finance Document,

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

## 14.2                     **Increased cost claims**

### (a)                                      AFinance Party intending to make a claim pursuant to Clause 14.1 (*Increased costs*) shall notify the Agent of the event givingrise to the claim, following which the Agent shall promptly notify the Parent.

### (b)                                     EachFinance Party shall, as soon as practicable after a demand by the Agent,provide a certificate confirming the amount of its Increased Costs.

## 14.3                     **Exceptions**

Clause 14.1 (*Increased costs*) does not apply to the extent any IncreasedCost is:

### (a)                                      attributableto a Tax Deduction required by law to be made by an Obligor;

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### (b)                                     compensatedfor by Clause 13.2 (*Tax indemnity*)**(or would have been compensated for under Clause 13.2(*Tax indemnity*) but was not socompensated solely because any of the exclusions in paragraph (b) ofClause 13.2 (*Tax indemnity*) applied);

### (c)                                      compensatedfor by the payment of the Mandatory Cost; or

### (d)                                     attributableto the wilful breach by the relevant Finance Party or its Affiliates of any lawor regulation.

# 15.                           **Other indemnities**

## 15.1                     **Currency indemnity**

### (a)                                      Ifany sum due from an Obligor under the Finance Documents (a “**Sum**”), or any order, judgment or awardgiven or made in relation to a Sum, has to be converted from the currency (the“**First Currency**”) in which thatSum is payable into another currency (the “**SecondCurrency**”) for the purpose of:

#### (i)                        makingor filing a claim or proof against that Obligor;

#### (ii)                     obtainingor enforcing an order, judgment or award in relation to any litigation orarbitration proceedings,

that Obligor shall as anindependent obligation, within five Business Days of demand, indemnify eachFinance Party to whom that Sum is due against any cost, loss or liabilityarising out of or as a result of the conversion including any discrepancybetween (A) the rate of exchange used to convert that Sum from the FirstCurrency 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)                                     Each Obligorwaives any right it may have in any jurisdiction to pay any amount under theFinance Documents in a currency or currency unit other than that in which it isexpressed to be payable.

## 15.2                     **Otherindemnities**

The Parent shall (or shall procure that anObligor will), within five Business Days of demand, indemnify each FinanceParty against any cost, loss or liability incurred by that Finance Party as aresult of:

### (a)                                      the occurrence ofany Event of Default;

### (b)                                     a failure by anObligor to pay any amount due under a Finance Document on its due date,including without limitation, any cost, loss or liability arising as a resultof Clause 28 (*Sharing Among the FinanceParties*);

### (c)                                      funding, ormaking arrangements to fund, its participation in a Loan requested by aBorrower in a Utilisation Request but not made by reason of the operation ofany one or more of the provisions of this Agreement (other than by reason ofdefault or negligence by that Finance Party alone); or

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### (d)                                     a Loan (or part ofa Loan) not being prepaid in accordance with a notice of prepayment given by aBorrower or the Parent.

## 15.3                     **Indemnityto the Agent**

The Parent shall promptly indemnify theAgent against any cost, loss or liability incurred by the Agent (actingreasonably) as a result of:

### (a)                                      investigating anyevent which it reasonably believes is a Default; or

### (b)                                     entering into orperforming any foreign exchange contract for the purposes of paragraph (b)of Clause 6.3 *Change of Currency*);or

### (c)                                      acting or relyingon any notice, request or instruction which it reasonably believes to begenuine, correct and appropriately authorised.

# 16.                           **Mitigation by the Lenders**

## 16.1                     **Mitigation**

### (a)                                      Each FinanceParty shall, in consultation with the Parent,take all reasonable steps to mitigate any circumstances which arise and whichwould result in any amount becoming payable under or pursuant to, or cancelledpursuant to, any of Clause 8.1 (*Illegality*),Clause 13 (*Tax Gross-up and Indemnities*),Clause 14 (*Increased Costs*) orparagraph 3 of Schedule 4 (*Mandatory Cost Formulae*)including (but not limited to) transferring its rights and obligations underthe Finance Documents to another Affiliate or Facility Office.

### (b)                                     Paragraph (a)above does not in any way limit the obligations of any Obligor under theFinance Documents.

## 16.2                     **Limitationof liability**

### (a)                                      TheParent shall indemnify eachFinance Party for all costs and expenses reasonably incurred by that FinanceParty as a result of steps taken by it under Clause 16.1 (*Mitigation*).

### (b)                                     AFinance Party is not obliged to take any steps under Clause 16.1 (*Mitigation*) if, in the opinion of that Finance Party (actingreasonably), to do so might be prejudicial to it.

# 17.                           **Costsand expenses**

## 17.1                     **Transaction expenses**

The Parentshall, promptly within three Business Days of demand, pay the Agent and theArranger the amount of all costs and expenses (including legal fees but subjectto any agreed cap) reasonably incurred by any of them in connection with thenegotiation, preparation, printing, execution and syndication of:

### (a)                                      thisAgreement and any other documents referred to in this Agreement; and

### (b)                                     anyother Finance Documents executed after the date of this Agreement.

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**17.2**                   Amendmentcosts

If (a) an Obligorrequests an amendment, waiver or consent or (b) an amendment is requiredpursuant to Clause 29.9 (*Change of currency*),the Parent shall, within fiveBusiness Days of demand, reimburse the Agent for the amount of all costs andexpenses (including legal fees) reasonably incurred by the Agent in respondingto, evaluating, negotiating or complying with that request or requirement.

## 17.3                     **Enforcement costs**

The Parent shall, within five BusinessDays of demand, pay to each Finance Party the amount of all costs and expenses(including legal fees) incurred by that Finance Party in connection with theenforcement of, or the preservation of any rights under, any Finance Document.

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**SECTION 7GUARANTEE**

# 18.                         **GUARANTEE AND INDEMNITY**

## 18.1                   **Guarantee and indemnity**

Each Guarantorirrevocably and unconditionally jointly and severally:

### (a)                                      guaranteesto each Finance Party punctual performance by each Borrower of all thatBorrower’s obligations under the Finance Documents;

### (b)                                     undertakeswith each Finance Party that whenever a Borrower does not pay any amount whendue under or in connection with any Finance Document, that Guarantor shallimmediately on demand pay that amount as if it was the principal obligor; and

### (c)                                      indemnifieseach Finance Party immediately on demand (and shall make the relevant paymentwithin five Business Days of such demand) against any cost, loss or liabilitysuffered by that Finance Party if any obligation guaranteed by it is or becomesunenforceable, invalid or illegal.  Theamount of the cost, loss or liability shall be equal to the amount which thatFinance Party would otherwise have been entitled to recover.

## 18.2                   **Continuing guarantee**

This guarantee isa continuing guarantee and will extend to the ultimate balance of sums payableby any Obligor under the Finance Documents, regardless of any intermediatepayment or discharge in whole or in part.

## 18.3                   **Reinstatement**

If any payment byan Obligor or any discharge given by a Finance Party (whether in respect of theobligations of any Obligor or any security for those obligations or otherwise)is avoided or reduced as a result of insolvency or any similar event:

### (a)                                      theliability of each Obligor shall continue as if the payment, discharge,avoidance or reduction had not occurred; and

### (b)                                     eachFinance Party shall be entitled to recover the value or amount of that securityor payment from each Obligor, as if the payment, discharge, avoidance orreduction had not occurred.

## 18.4                   **Waiver of defences**

The obligations ofeach Guarantor under this Clause 18 will not be affected by an act,omission, matter or thing which, but for this Clause, would reduce, release orprejudice any of its obligations under this Clause 18 (without limitationand whether or not known to it or any Finance Party) including:

### (a)                                      anytime, waiver or consent granted to, or composition with, any Obligor or otherperson;

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### (b)                                     therelease of any other Obligor or any other person under the terms of anycomposition or arrangement with any creditor of any member of the Group;

### (c)                                      thetaking, variation, compromise, exchange, renewal or release of, or refusal orneglect to perfect, take up or enforce, any rights against, or security overassets of, any Obligor or other person or any non-presentation ornon-observance of any formality or other requirement in respect of anyinstrument or any failure to realise the full value of any security;

### (d)                                     anyincapacity or lack of power, authority or legal personality of or dissolutionor change in the members or status of an Obligor or any other person;

### (e)                                      anyamendment (however fundamental) or replacement of a Finance Document or anyother document or security;

### (f)                                        anyunenforceability, illegality or invalidity of any obligation of any personunder any Finance Document or any other document or security; or

### (g)                                     anyinsolvency or similar proceedings.

## 18.5                   **Immediate recourse**

Each Guarantor waives anyright it may have of first requiring any Finance Party (or any trustee or agenton its behalf) to proceed against or enforce any other rights or security orclaim payment from any person before claiming from that Guarantor under thisClause 18.  This waiver appliesirrespective of any law or any provision of a Finance Document to the contrary.

## 18.6                   **Appropriations**

Until all amountswhich may be or become payable by the Obligors under or in connection with theFinance Documents have been irrevocably paid in full, each Finance Party (orany trustee or agent on its behalf) may:

### (a)                                      refrainfrom applying or enforcing any other moneys, security or rights held orreceived by that Finance Party (or any trustee or agent on its behalf) inrespect of those amounts, or apply and enforce the same in such manner andorder as it sees fit (whether against those amounts or otherwise) and noGuarantor shall be entitled to the benefit of the same; and

### (b)                                     holdin an interest-bearing suspense account any moneys received from any Guarantoror on account of any Guarantor’s liability under this Clause 18.

## 18.7                   **Deferral of Guarantors’ rights**

Until all amountswhich may be or become payable by the Obligors under or in connection with theFinance Documents have been irrevocably paid in full and unless the Agentotherwise directs, no Guarantor will exercise any rights which it may have byreason of performance by it of its obligations under the Finance Documents:

### (a)                                      tobe indemnified by an Obligor;

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### (b)                                     toclaim any contribution from any other guarantor of any Obligor’s obligationsunder the Finance Documents; and/or

### (c)                                      totake the benefit (in whole or in part and whether by way of subrogation orotherwise) of any rights of the Finance Parties under the Finance Documents orof any other guarantee or security taken pursuant to, or in connection with,the Finance Documents by any Finance Party.

## 18.8                   **Additional security**

This guarantee is inaddition to and is not in any way prejudiced by any other guarantee or securitynow or subsequently held by any Finance Party.

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**SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT**

# 19.                         **REPRESENTATIONS**

Each Obligor makesthe representations and warranties set out in this Clause 19 to eachFinance Party, subject to disclosure set out in Schedule 10 (*Disclosure Schedule*).

## 19.1                   **Status**

### (a)                                      Itis a limited liability company, duly incorporated and validly existing underthe law of its jurisdiction of incorporation.

### (b)                                     Ithas the power to own its assets and carry on its business as it is beingconducted or is contemplated to be conducted.

## 19.2                   **Power and authority**

It has the power to enterinto and perform, and has taken all necessary action to authorise its entryinto, and performance of, the Finance Documents to which it is party and thetransactions contemplated by those Finance Documents.

## 19.3                   **Binding obligations**

The obligations expressedto be assumed by it in each Finance Document to which it is a party are legal,valid, binding and enforceable obligations.

## 19.4                   **Non-conflict with other obligations**

The entry into andperformance by it of, and the transactions contemplated by, the Finance Documentsto which it is a party do not and will not conflict with:

### (a)                                      anylaw applicable to it;

### (b)                                     itsConstitutional Documents; or

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

## 19.5                   **Validity and admissibility in evidence**

All authorisationsrequired:

### (a)                                      toenable it lawfully to enter into, exercise its rights and comply with itsobligations under the Finance Documents to which it is a party and to ensurethat the obligations expressed to be assumed by it thereunder are legal, valid,binding and enforceable; and

### (b)                                     tomake the Finance Documents to which it is a party admissible in evidence in itsjurisdiction of incorporation,

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

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## 19.6                   **Governing law and enforcement**

Subject to any generalprinciples of law as at the date of this Agreement set out in any legal opiniondelivered pursuant to Clause 4 (*Conditionsof utilisation*) or Clause 25 (*Changesto the Obligors*):

### (a)                                      thechoice of English law as the governing law of the Finance Documents will berecognised and enforced in its jurisdiction of incorporation; and

### (b)                                     anyjudgment obtained in England in relation to a Finance Document will berecognised and enforced in its jurisdiction of incorporation.

## 19.7                   **Deduction of Tax**

It is not required underthe law of its jurisdiction of incorporation to make any deduction for or onaccount of Tax from any payment it may make under any Finance Document.

## 19.8                   **No filing or stamp taxes**

Except to the extent setout in any legal opinion provided pursuant to Clause 4.1 (*Initial conditions precedent*) or Clause 25(*Changes to the Obligors*) inrelation to it, under the law of its jurisdiction of incorporation it is notnecessary that the Finance Documents be filed, recorded or enrolled with anycourt or other authority in that jurisdiction or that any stamp, registrationor similar tax be paid on or in relation to the Finance Documents or thetransactions contemplated by the Finance Documents.

## 19.9                   **No default**

### (a)                                      NoDefault is continuing or might reasonably be expected to result from the makingof any Utilisation.

### (b)                                     Itis not, nor is it likely to be as a result of entering into and performing itsobligations under the Finance Documents, in violation of any law or in breachof or in default under any agreement to which it is a party or which is bindingon it or any of its assets to an extent or in a manner which could reasonablybe expected to have a Material Adverse Effect.

## 19.10             **No misleading information**

### (a)                                      Anyfactual information provided by an Obligor for the purposes of the InformationMemorandum was true and accurate in all material respects as at the date it wasprovided or as at the date (if any) at which it is stated.

### (b)                                     Nothinghas occurred or been omitted from the Information Memorandum and no informationhas been given or withheld that results in the information contained in theInformation Memorandum being untrue or misleading in any material respect.

### (c)                                      Allwritten information supplied by it to the Finance Parties and the Agent wastrue and accurate in all material respects as at the date it was given and wasnot misleading in any material respect at such date.

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### (d)                                     Ithas not knowingly withheld any information which, if disclosed, wouldreasonably be expected materially and adversely to affect the decision of theFinance Parties in considering whether or not to provide finance to theBorrowers.

## 19.11             **Financial statements**

### (a)                                      TheOriginal Financial Statements were prepared in accordance with GAAP.

### (b)                                     TheOriginal Financial Statements fairly represent the Group’s financial conditionand operations during the relevant financial year.

## 19.12             ***Pari passu*ranking**

Its payment obligationsunder the Finance Documents rank at least *paripassu* with the claims of all its other unsecured and unsubordinatedcreditors, except for obligations mandatorily preferred by law applying tocompanies generally in the jurisdiction of its incorporation.

## 19.13             **No proceedings pending or threatened**

No litigation,arbitration or administrative proceedings of or before any court, arbitral bodyor government agency which, if adversely determined, might reasonably beexpected to have a Material Adverse Effect have (to the best of its knowledgeand belief) been started or threatened against it or any Material GroupCompany.

## 19.14             **No winding-up**

No Material Group Companyhas taken any corporate action, nor have any other steps been taken or legalproceedings started or (to the best of its knowledge and belief, after dueenquiry) threatened against any Material Group Company, for its winding-up,dissolution, administration or re-organisation or for the enforcement of anyEncumbrance over all or any of its revenues or assets or for the appointment ofa receiver, administrator, administrative receiver, conservator, custodian,trustee or similar officer of it or of all or any of its assets which couldreasonably be expected to have a Material Adverse Effect.

## 19.15             **No encumbrances**

### (a)                                      NoEncumbrance exists over all or any of the assets of any Material Group Companyexcept for Permitted Encumbrances.

### (b)                                     NoEncumbrance would arise as a result of the execution of and performance of itsrights and obligations under the Finance Documents.

## 19.16             **Assets**

It and each MaterialGroup Company has good title to or validly leases or licenses all of the assetsnecessary and has all consents and/or authorisations necessary to carry on itsbusiness as conducted to the extent that failure to comply with thisClause 19.16 could reasonably be expected to have a Material AdverseEffect.

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19.17             **Insurance**

Each Material GroupCompany maintains insurances on and in relation to its business and assetsagainst those risks and to the extent as is usual for companies in thejurisdiction in which it conducts its business carrying on substantiallysimilar business in such jurisdiction.

## 19.18             **Environmental Compliance**

Each Material GroupCompany has adopted and complies with an environmental policy which requiresmonitoring of and compliance with all applicable Environmental Law andEnvironmental Permits applicable to it from time to time and compliance withsuch policy will not cause a Material Adverse Effect.

## 19.19             **Environmental Claims**

No Environmental Claim(not of a frivolous or vexatious nature) has been commenced or (to the best ofits knowledge and belief) is threatened against any Material Group Companywhere that claim would be reasonably likely, if determined against thatMaterial Group Company, to have a Material Adverse Effect.

## 19.20             **Taxation**

### (a)                                      Itand each Material Group Company has duly and punctually paid and discharged allTaxes imposed upon it or its assets within the time period allowed withoutincurring penalties except to the extent that:

#### (i)                        paymentis being contested in good faith;

#### (ii)                     ithas maintained adequate reserves for those Taxes; and

#### (iii)                  paymentcan be lawfully withheld.

### (b)                                     Itis not and no Material Group Company is materially overdue in the filing of anyTax returns.

## 19.21             **Ownership of Material Group Companies**

### (a)                                      EachMaterial Group Company (other than the Cerro Corona Subsidiary and the GhanaianCompanies) is a wholly-owned Subsidiary of the Parent.

### (b)                                     TheParent holds at least 71% of the issued share capital of each Ghanaian Company.

### (c)                                      TheParent holds at least 92% of the voting shares in the share capital of theCerro Corona Subsidiary (which equates to 80.7% of the issued and outstandingshares in the share capital of the Cerro Corona Subsidiary).

## 19.22             **No undisclosed unfunded liabilities**

No material undisclosedunfunded liabilities have arisen or will arise as a result of the Acquisition.

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19.23             **No MaterialAdverse Effect**

There has been no changein its business, condition (financial or otherwise), operations, performance,properties or prospects since:

### (a)                                      inthe case of the Guarantors and any member of the Group that is not aNon-Material Group Company, 30 June 2005; or

### (b)                                     inthe case of the Original Borrower, the date of its incorporation,

to the extent or in amanner which could reasonably be expected to have a Material Adverse Effect.

## 19.24             **Times when representation made**

### (a)                                      Allthe representations and warranties in this Clause 19 are made by each Obligoron the date of this Agreement and in the case of an Additional Obligor (otherthan paragraphs (a) and (b) of Clause 19.10 (*Nomisleading information*)), the day on which the company becomes (orit is proposed that the company becomes) an Additional Obligor.

### (b)                                     Allthe representations and warranties in this Clause 19 are deemed to be made byeach Obligor (by reference to the facts and circumstances then existing) on thedate of each Utilisation Request and Utilisation Date.

### (c)                                      TheRepeating Representations are deemed to be made by each Obligor (by referenceto the facts and circumstances then existing) on the first day of each InterestPeriod (other than on the first day of the first Interest Period for a Loan)save that the references in Clause 19.11 (*Financialstatements*) to “**the Original FinancialStatements**” shall, for the purposes of the RepeatingRepresentations, be construed as references to the most recent auditedconsolidated financial statements of the Parent delivered to the Agent underClause 20.1 (*Financial statements*).

# 20.                         **INFORMATION UNDERTAKINGS**

The undertakings in thisClause 20 are given in favour of each Finance Party and remain in forcefrom the date of this Agreement for so long as any amount is outstanding underthe Finance Documents or any Commitment is in force.

## 20.1                   **Financial statements**

The Parent shall supplyto the Agent:

### (a)                                      as soon as thesame become available, but in any event within 120 (one hundred and twenty)days after the end of each of its Financial Years:

#### (i)                        the audited consolidatedfinancial statements of the Parent for that Financial Year;

#### (ii)                     the audited financial statementsof each Obligor (other than Gold Fields Holdings Company (BVI) Limited unlessthere is a legal requirement to audit its financial statements) for thatFinancial Year; and

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#### (iii)                  if the audited financial statementsof Gold Fields Holdings Company (BVI) Limited are not delivered under (ii)above, the unaudited financial statements of Gold Fields Holdings Company (BVI)Limited for that Financial Year;

### (b)                                     assoon as the same become available, but in any event within 60 (sixty) daysafter the first 6 (six) months of its Financial Years:

#### (i)                        theunaudited financial statements of each Obligor for the first 6 (six) monthperiod of that Financial Year; and

#### (ii)                     theunaudited consolidated financial statements of the Parent for the first 6 (six)month period of that Financial Year; and

### (c)                                      assoon as the same become available, but in any event within 45 (forty-five) daysafter the end of each quarter of each Financial Year:

#### (i)                        theunaudited consolidated financial statements of the Parent for that period; and

#### (ii)                     theunaudited financial statements of each Obligor for that period.

## 20.2                   **Compliance Certificate**

### (a)                                      TheParent shall supply to the Agent, with each set of consolidated financialstatements delivered pursuant to paragraphs (a) and (b) of Clause 20.1, aCompliance Certificate setting out (in reasonable detail) computations as tocompliance with Clause 21 (*FinancialCovenants*) as at the date as at which those financial statementswere drawn up.

### (b)                                     EachCompliance Certificate shall be signed by 2 (two) directors of the Parent and,if required to be delivered with the audited consolidated financial statementsdelivered pursuant to paragraph (a)(i) of Clause 20.1 (*Financial statements*), by the Auditors.

## 20.3                   **Requirements as to financial statements**

### (a)                                      Eachset of financial statements delivered by the Parent pursuant to Clause 20.1(*Financial statements*) shall becertified by a director of the relevant company as fairly representing itsfinancial condition as at the date as at which those financial statements weredrawn up.

### (b)                                     TheParent shall procure that each set of financial statements delivered pursuantto Clause 20.1 (*Financial statements*)is prepared in accordance with GAAP, the requirements of its jurisdiction ofincorporation and accounting practises and financial reference periodsconsistent with those applied in the preparation of the Original FinancialStatements.

### (c)                                      Paragraph(b) above shall not apply to the extent that, in relation to any sets offinancial statements, the Parent notifies the Agent that there has been achange in GAAP or the accounting practices or reference periods and itsAuditors (in the case of its annual audited financial statements) or the Parent(in the case of any of its other financial statements) delivers to the Agent:

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#### (i)                        adescription of any change necessary for those financial statements to reflectGAAP, accounting practices and reference periods upon which the OriginalFinancial Statements were prepared; and

#### (ii)                     sufficientinformation, in form and substance as may be reasonably required by the Agent,to enable the Agent to determine whether Clause 21 (*Financial Covenants*) has been compliedwith and make an accurate comparison between the financial position indicatedin those financial statements and the Original Financial Statements.

### (d)                                     Ifthe Parent notifies the Agent of a change in accordance with paragraph (c)above, then the Parent and the Agent shall enter into negotiations in goodfaith with a view to agreeing:

#### (i)                        whetheror not the change might result in material alteration in the commercial effectof any of the terms of this Agreement or any other Finance Document; and

#### (ii)                     ifso, any amendments to this Agreement or any other Finance Document which may benecessary to ensure that the change does not result in any material alterationin the commercial effect of those terms, and if any amendments are agreed theyshall take effect and be binding on each of the Parties in accordance withtheir terms.

### (e)                                      Anyreference in this Agreement to “financial statements” shall be construed as areference to those financial statements as the same may be adjusted under thisClause 20.3 to reflect the basis upon which the Original FinancialStatements were prepared.

## 20.4                   **Access to records**

At any time after theoccurrence of a Default and for so long as it is continuing, upon the requestof the Agent or a Finance Party each Obligor shall (at that Obligor’s expense)provide to the Agent or any of its representatives and professional advisorssuch access to that Obligor’s records (including its general ledger), books andassets as that person may require at reasonable times and upon reasonablenotice.

## 20.5                   **Information: miscellaneous**

Each Obligor shall supply to the Agent, if the Agentso requests:

### (a)                                      alldocuments dispatched by that Obligor to its shareholders (or any class of them)or its creditors generally at the same time as they are dispatched;

### (b)                                     thedetails of any litigation, arbitration or administrative proceedings which arecurrent, threatened or pending against any member of the Group which, ifadversely determined against it, would be reasonably likely to have a MaterialAdverse Effect; and

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### (c)                                      promptly,such further information (including an extract of its general ledger) regardingthe financial condition, business and operations of any Material Group Companyas any Finance Party (through the Agent) may reasonably request.

## 20.6                   **Notification of default**

### (a)                                      EachObligor shall notify the Agent, of any Default (and the steps, if any, beingtaken to remedy it) promptly upon becoming aware of its occurrence (unless thatObligor is aware that a notification has already been provided by anotherObligor).

### (b)                                     Promptlyupon a request by the Agent, each Borrower shall supply to the Agent, acertificate signed by 2 (two) of its directors or senior officers on its behalfcertifying that no Default is continuing (or if a Default is continuingspecifying the Default and the steps, if any, being taken to remedy it).

## 20.7                   **Use of websites**

### (a)                                      TheParent may satisfy itsobligation under this Agreement to deliver any information in relation to thoseLenders (the “**Website Lenders**”) who accept thismethod of communication by posting this information onto an electronic websitedesignated by the Parent andthe Agent (the “**Designated Website**”) if:

#### (i)                        theAgent expressly agrees (after consultation with each of the Lenders) that itwill accept communication of the information by this method;

#### (ii)                     boththe Parent and the Agent areaware of the address of and any relevant password specifications for theDesignated Website; and

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

If any Lender (a “**Paper Form Lender**”) does not agree to thedelivery of information electronically then the Agent shall notify the Parent accordingly and the Parent shall supply the information tothe Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Parent shall supply the Agent with at least one copy in paper formof any information required to be provided by it.

### (b)                                     TheAgent shall supply each Website Lender with the address of and any relevantpassword specifications for the Designated Website following designation ofthat website by the Parent andthe Agent.

### (c)                                      TheParent shall promptly uponbecoming aware of its occurrence notify the Agent 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

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#### (v)                    theParent becomes aware that theDesignated Website or any information posted onto the Designated Website is orhas been infected by any electronic virus or similar software.

If the Parent notifies the Agent underparagraph (c)(i) or paragraph (c)(v) above, all information to beprovided by the Parent underthis Agreement after the date of that notice shall be supplied in paper formunless and until the Agent and each Website Lender is satisfied that thecircumstances giving rise to the notification are no longer continuing.

Any Website Lender mayrequest, through the Agent, one paper copy of any information required to beprovided under this Agreement which is posted onto the Designated Website.  The Parentshall comply with any such request within ten Business Days.

## 20.8                   **“Know your customer” 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 the status of an Obligor or the composition of the shareholders of anObligor after the date of this Agreement; or

#### (iii)                  aproposed assignment or transfer by a Lender of any of its rights andobligations under this Agreement to a party that is not a Lender prior to suchassignment or transfer,

obliges the Agent or anyLender (or, in the case of paragraph (iii) above, any prospective newLender) to comply with “know your customer” or similar identificationprocedures in circumstances where the necessary information is not alreadyavailable to it, each Obligor shall promptly upon the request of the Agent orany Lender supply, or procure the supply of, such documentation and otherevidence as is reasonably requested by the Agent (for itself or on behalf ofany Lender) or any Lender (for itself or, in the case of the event described inparagraph (iii) above, on behalf of any prospective new Lender) in orderfor the Agent, such Lender or, in the case of the event described inparagraph (iii) above, any prospective new Lender to carry out and besatisfied it has complied with all necessary “know your customer” or othersimilar checks under all applicable laws and regulations pursuant to thetransactions contemplated in the Finance Documents.

### (b)                                     EachLender shall promptly upon the request of the Agent supply, or procure thesupply of, such documentation and other evidence as is reasonably requested bythe Agent (for itself) in order for the Agent to carry out and be satisfied ithas complied with all necessary “know your customer” or other similar checksunder all applicable laws and regulations pursuant to the transactionscontemplated in the Finance Documents.

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### (c)                                      TheParent shall, by not less than10 Business Days’ prior written notice to the Agent, notify the Agent (whichshall promptly notify the Lenders) of its intention to request that one of itsSubsidiaries becomes an Additional Obligor pursuant to Clause 25 (*Changes to the Obligors*).

### (d)                                     Followingthe giving of any notice pursuant to paragraph (c) above, if the accessionof such Additional Obligor obliges the Agent or any Lender to comply with “knowyour customer” or similar identification procedures in circumstances where thenecessary information is not already available to it, the Parent shall promptly upon therequest of the Agent or any Lender supply, or procure the supply of, suchdocumentation and other evidence as is reasonably requested by the Agent (foritself or on behalf of any Lender) or any Lender (for itself or on behalf ofany prospective new Lender) in order for the Agent or such Lender or anyprospective new Lender to carry out and be satisfied it has complied with allnecessary “know your customer” or other similar checks under all applicablelaws and regulations pursuant to the accession of such Subsidiary to thisAgreement as an Additional Obligor.

# **21.****                       FINANCIALCOVENANTS**

## 21.1                   **Financial definitions**

In thisClause 21:

“**Consolidated EBITDA**” means, for anyMeasurement Period, (having reversed any entries made to reflect fair valuegains or losses on financial derivative investments which are undertaken in thenormal course of business) Consolidated Profits Before Interest and Tax beforeany amount attributable to the amortisation of intangible assets anddepreciation of tangible assets and before any extraordinary items;

“**Consolidated Net Borrowings**” means, at anytime, the aggregate amount of all obligations of the Group for or in respect ofIndebtedness for Borrowed Money but excluding any such obligation to any memberof the Group, adjusted to take account of the aggregate amount of freelyavailable cash and cash equivalents held by any member of the Group (and sothat no amount shall be included or excluded more than once);

“**Consolidated Net Finance Charges**” means, inrespect of any Measurement Period, the aggregate amount of the interest(including the interest element of leasing and hire purchase payments andcapitalised interest), commission, fees, discounts and other finance paymentspayable by any member of the Group (including any commission, fees, discountsand other finance payment payable by any member of the Group under any interestrate hedging arrangement but deducting any commission, fees, discounts andother finance payments receivable by any member of the Group under any interestrate hedging instrument) but deducting any other interest receivable by anymember of the Group on any deposit or bank account;

“**Consolidated Profits Before Interest and Tax**”means, in respect of any Measurement Period, the consolidated net income of theGroup (less the net income of any Project Finance Subsidiaries but includingany dividends received in cash by any member of the Group (other than a ProjectFinance Subsidiary) from a Project Finance Subsidiary) before:

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(a)             any provision onaccount of normal taxation; and

(b)                                     anyinterest, commission, discounts or other fees incurred or payable, received orreceivable by any member of the Group in respect of Indebtedness for BorrowedMoney; and

“**Measurement Period**” means each period of 12(twelve) months ending on the last day of the Parent’s Financial Year and eachperiod of 12 (twelve) months ending on the last day of the first half of theParent’s Financial Year.

## 21.2                   **Financial condition**

The Parent shallensure that for so long as any amount is outstanding under a Finance Documentor any Commitment is in force:

### (a)                                      theratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect ofany Measurement Period shall be or shall exceed 5:1;

### (b)                                     theratio of Consolidated Net Borrowings to Consolidated EBITDA shall not inrespect of any Measurement Period exceed 2.5:1.

## 21.3                   **Financial testing**

The financial covenantsset out in Clause 21.2 (*Financial condition*)shall be tested by reference to each of the financial statements and/or eachCompliance Certificate delivered pursuant to Clause 20.2 (*Compliance Certificate*).

## 21.4                   **Breach of a Financial Condition Undertaking**

Immediately upon becomingaware of a breach of either of the financial covenants in Clause 21.2 (*Financial condition*), an Obligor shallupon becoming aware notify the Agent and provide such details about the breachas the Agent may request (unless that Obligor is aware that a notification hasalready been provided by another Obligor).

# 22.                         **GENERAL UNDERTAKINGS**

The undertakingsin this Clause 22 are given in favour of each Finance Party and remain inforce from the date of this Agreement for so long as any amount is outstandingunder the Finance Documents or any Commitment is in force.

## 22.1                   **Authorisations**

Each Obligor shallpromptly:

### (a)                                      obtain,comply with and do all that is necessary to maintain in full force and effect;and

### (b)                                     uponwritten request by the Agent or a Finance Party, supply certified copies to theAgent and/or a Finance Party, as the case may be, of,

any authorisationrequired or desirable under any applicable law to enable it to perform itsobligations under the Finance Documents to which it is a party and to ensurethe legality, validity, enforceability or admissibility in evidence of anyFinance Document.

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22.2                   **Compliance with laws**

Each Obligor shall complyin all respects with all laws and regulations to which it may be subject(including, but not limited to, Environmental Law), if failure so to complywould materially impair its ability to perform its obligations under theFinance Documents to which it is a party.

## 22.3                   **Negative pledge**

### (a)                                      NoObligor shall (and the Parent shall procure that no other Material GroupCompany shall) create or permit to subsist any Encumbrance over any of itsassets.

### (b)                                     NoObligor shall (and the Parent shall ensure that no other Material Group Companywill):

#### (i)                        sell,transfer or otherwise dispose of any of its assets on terms whereby they are ormay be leased to or re-acquired by it or by an Obligor or any other member ofthe Group;

#### (ii)                     sell,transfer or otherwise dispose of any of its receivables on recourse terms;

#### (iii)                  enterinto any arrangement under which money or the benefit of a bank or otheraccount may be applied, set-off or made subject to a combination of accounts;or

#### (iv)                 enterinto any other preferential arrangement having a similar effect, incircumstances where the arrangement or transaction is entered into primarily asa method of raising Financial Indebtedness or of financing the acquisition ofan asset.

### (c)                                      Paragraphs(a) and (b) above do not apply to Permitted Encumbrances.

## 22.4                   **Disposals and Mergers**

### (a)                                      NoObligor shall (and the Parent shall ensure that no other Material Group Companywill):

#### (i)                        enterinto a single transaction or a series of transactions (whether related or not)and whether voluntarily or involuntarily to sell, lease, transfer or otherwisedispose of any assets;

#### (ii)                     enterinto any amalgamation, demerger, merger or corporate reconstruction.

### (b)                                     Paragraph (a)above does not apply to:

#### (i)                        PermittedDisposals; or

#### (ii)                     anyamalgamation, demerger, merger or corporate reconstruction of any member of theGroup, without insolvency, if:

##### (A)                inrespect of the Obligors or the successors-in-title or assignees of theObligors, the Finance Documents are preserved as binding upon the 

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##### amalgamated,demerged, merged and/or reconstructed members of the Group; and

##### (B)                  theamalgamated, demerged, merged and/or reconstructed companies will be members ofthe Group; and

##### (C)                  suchamalgamation, demerger, merger and/or corporate reconstruction will not have aMaterial Adverse Effect.

## 22.5                   **Change of business**

Each Obligor shallprocure that no substantial change is made to the general nature of itsbusiness or the business of the Group taken as a whole from that carried on atthe date of this Agreement.

## 22.6                   **Insurance**

Each Obligor shall (andthe Parent shall ensure that each Material Group Company will) maintaininsurances on and in relation to its business, properties and assets withreputable underwriters or insurance companies against those risks and to theextent as is usual for companies carrying on the same or substantially similarbusiness.

## 22.7                   **Environmental Compliance**

Each Obligor shall (andthe Parent shall ensure that each Material Group Company will) substantiallycomply in all material respects with all Environmental Law and obtain andmaintain any Environmental Permits and take all reasonable steps inanticipation of known or expected future changes to or obligations under thesame.

## 22.8                   **Environmental Claims**

Each Obligor shall informthe Agent, in writing as soon as reasonably practical upon becoming aware ofthe same:

### (a)                                      ifany Environmental Claim (not of a frivolous or vexatious nature) has beencommenced or (to the best of its knowledge and belief) threatened against anyMaterial Group Company; or

### (b)                                     ofany facts or circumstances which will or are reasonably likely to result in anyEnvironmental Claim (not of a frivolous or vexatious nature) being commenced orthreatened against any Material Group Company,

where the claim would bereasonably likely, if determined against that Material Group Company, to have aMaterial Adverse Effect.

## 22.9                   **Taxation**

Each Material GroupCompany shall duly and punctually pay and discharge all Taxes imposed upon itor its assets within the time period allowed without incurring penalties saveto the extent that:

### (a)                                      paymentis being contested in good faith;

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### (b)                                     adequatereserves are being maintained for those Taxes; and

### (c)                                      wheresuch payment can be lawfully withheld.

## 22.10             **Maintenance of Legal Status**

Each Material GroupCompany shall do all such things as are necessary to maintain its existence asa legal person and shall maintain its books and records in good order and makeall necessary corporate filings with the relevant authorities in itsjurisdiction of incorporation.

## 22.11             **Claims*****Pari Passu***

Each Obligor shall ensurethat at all times the claims of the Finance Parties against it under theFinance Documents rank at least *pari passu*with the claims of all its other unsecured and unsubordinated creditors savethose whose claims are preferred by any bankruptcy, insolvency, liquidation orother similar laws of general application in its jurisdiction of incorporation.

## 22.12             **Maintenance of Assets**

Each Material GroupCompany shall ensure that it has good title to or validly leases or licencesall of the assets necessary and has all consents and/or authorisationsnecessary to carry on its business as conducted to the extent that failure tocomply with this Clause 22.12 could reasonably be expected to have a MaterialAdverse Effect.

## 22.13             **Acquisitions**

No Obligor shall (and theParent shall ensure that no Material Group Company will), without the priorconsent of the Majority Lenders, enter into any transaction, acquire anycompany, business, assets or undertaking where such a transaction oracquisition is classed as a “Category 1” transaction under the ListingRequirements of the JSE Limited.  For thepurpose of this Clause 22.13 only, references to a transaction shall beconstrued as not including any acquisition of the Parent by a third party.

## 22.14             **Financial Indebtedness**

No member of the Group(other than a Guarantor or a Project Finance Subsidiary) shall incur, create orpermit to subsist or have outstanding any Financial Indebtedness or enter intoany agreement or arrangement whereby it is entitled to incur, create or permitto subsist any Financial Indebtedness other than Permitted FinancialIndebtedness.

## 22.15             **Ownership of Material Group Companies**

The Parent shall ensurethat:

### (a)                                      eachMaterial Group Company (other than the Parent, any Ghanaian Company and theCerro Corona Subsidiary) is and continues to be a wholly-owned Subsidiary ofthe Parent;

### (b)                                     theParent holds and continues to hold at least 71% of the issued share capital ofeach Ghanaian Company; and

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### (c)                                      theParent holds and continues to hold at least 92% of the voting shares in theshare capital of the Cerro Corona Subsidiary (which equates to 80.7% of theissued and outstanding shares in the share capital of the Cerro CoronaSubsidiary).

# 23.                         **EVENTS OF DEFAULT**

Each of the events orcircumstances set out in Clause 23 is an Event of Default (whether or notcaused by any reason whatsoever outside the control of a Borrower or the Parentor any other person).

## 23.1                   **Non-payment**

An Obligor does not payon the due date any amount payable pursuant to a Finance Document at the placeat and in the currency in which it is expressly payable unless:

### (a)                                      itsfailure to pay is caused by administrative or technical error; and

### (b)                                     paymentis made within 3 (three) Business Days of its due date.

## 23.2                   **Financial covenants**

Any requirement ofClause 21 (*Financial Covenants*)is not satisfied.

## 23.3                   **Other obligations**

### (a)                                      Subject to Clause23.17 (*Remedy*), an Obligor doesnot comply with any provision of the Finance Documents (other than thosereferred to in Clause 23.1 (*Non-Payment*)and Clause 21 (*Financial Covenants*)).

### (b)                                     No Event ofDefault will occur under paragraph (a) above if the Taxes not duly andpunctually paid and discharged and in respect of which the undertakingcontained in Clause 22.9 (*Taxation*)is given do not exceed an amount of $10,000,000 (ten million dollars).

## 23.4                   **Misrepresentation**

### (a)                                      Subjectto Clause 23.17 (*Remedy*), anyrepresentation or statement made or deemed to be made by any Obligor in theFinance Documents or any other document delivered by or on behalf of anyObligor under or in connection with any Finance Document is or proves to havebeen incorrect or misleading in any material and adverse respect when made ordeemed to be made.

### (b)                                     No Event ofDefault will occur under paragraph (a) above if the Taxes in respect of whichthe representation contained in Clause 19.20 (*Taxation*)was made does not exceed an amount of $10,000,000 (ten million dollars).

## 23.5                   **Cross-default**

### (a)                                      Any FinancialIndebtedness of a Material Group Company is not paid when due, nor where thereis an applicable grace period, within the earlier to expire of the originallyapplicable grace period and a period of 5 (five) days starting at the same timeas the originally applicable grace period.

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### (b)                                     Any FinancialIndebtedness of a Material Group Company is declared to be or otherwise becomesdue and payable prior to its specified maturity as a result of an event ofdefault (however described).

### (c)                                      Anycommitment for any Financial Indebtedness of a Material Group Company iscancelled or suspended by a creditor of a Material Group Company as a result ofan event of default (however described).

### (d)                                     Anycreditor of a Material Group Company becomes entitled to declare any FinancialIndebtedness of a Material Group Company due and payable prior to its specifiedmaturity as a result of an event of default (however described).

### (e)                                      NoEvent of Default will occur under this Clause 23.5 if the aggregate amountof Financial Indebtedness or commitment for Financial Indebtedness, fallingwithin paragraphs (a) to (d) of this Clause 23.5 above is less than$20,000,000.

## 23.6                   **Insolvency**

### (a)                                      AnyMaterial Group Company is unable or admits inability to pay its debts as theyfall due, suspends making payments on any of its debts or, by reason of actualor anticipated financial difficulties, commences negotiations with one or moreof its classes of creditors with a view to rescheduling any of its FinancialIndebtedness which in the case of a Material Group Company (other than anObligor) could reasonably be expected to have a Material Adverse Effect.

### (b)                                     Thevalue of the assets of any Material Group Company is less than its liabilities(taking into account contingent and prospective liabilities) which in the caseof a Material Group Company (other than an Obligor) could reasonably beexpected to have a Material Adverse Effect.

### (c)                                      Amoratorium is declared in respect of any Financial Indebtedness of any MaterialGroup Company.

## 23.7                   **Insolvency proceedings**

Any corporate action,legal proceedings or other similar procedure or step is taken in relation to:

### (a)                                      thesuspension of payments, a moratorium of any Financial Indebtedness, winding-up,dissolution, administration or reorganisation (by way of voluntary arrangement,scheme of arrangement or otherwise) of any Material Group Company;

### (b)                                     acomposition, compromise, assignment or arrangement with any creditor or classof creditors of any Material Group Company;

### (c)                                      theappointment of a liquidator, receiver, administrator, administrative receiver,judicial manager, compulsory manager or other similar officer in respect of anyMaterial Group Company or any of its assets; or

### (d)                                     enforcementof any Encumbrance over any assets of any Material Group Company,

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### or anyanalogous procedure or step is taken in any jurisdiction and any such procedureor proceedings are not contested in good faith nor discharged within 30(thirty) days (or such shorter period provided for contesting such procedure orproceedings under the laws of the relevant jurisdiction).

## 23.8                   **Failure to comply with final judgement**

Any Material GroupCompany fails within 5 (five) Business Days of the due date to comply with orpay any sum due from it under any material final judgement or any final ordermade or given by any court of competent jurisdiction.  For the purposes of this Clause 23.8, a“**material final judgement**” shallbe any judgement for the payment of a sum of money in excess of $10,000,000(ten million dollars).

## 23.9                   **Creditors’ process**

Any expropriation (otherthan an expropriation where fair compensation is received) or the operation ofthe attachment, sequestration, distress or execution affects any material assetof a Material Group Company and is not discharged within 21 (twenty-one)days.  For the purposes of thisClause 23.9 a “**material asset**”is any single income producing asset of the relevant Material Group Companywhich contributes not less than 5% (five percent) towards the ConsolidatedEBITDA or gross assets of the Group (calculated according to the most recentset of audited consolidated financial statements delivered pursuant toClause 20.1 (*Financial Statements*))**provided that**any loss of mineral rightsarising as a result of the operation of the Mineral and Petroleum ResourcesDevelopment Act, No. 28 of 2002 substantially in its current form as at thedate of this Agreement and/or the operation of the Minerals and PetroleumRoyalty Bill in substantially its current form once enacted shall notconstitute an expropriation for the purposes of this Clause 23.9.

## 23.10             **Unlawfulness**

It is or becomes unlawfulfor an Obligor to perform any of its obligations under the Finance Documents orsuch obligations cease to be legal, valid, binding or enforceable obligations.

## 23.11             **Repudiation and Unenforceability**

An Obligor repudiates aFinance Document or any Finance Document is declared to be or is otherwiseunenforceable against an Obligor by a court of the jurisdiction ofincorporation of the relevant Obligor.

## 23.12             **Governmental Intervention**

By or under the authorityof any government:

### (a)                                      themanagement of any Material Group Company is wholly or partially displaced orthe authority of any Material Group Company in the conduct of its business iswholly or partially taken over; or

### (b)                                     allor a majority of the issued shares of any Material Group Company or materialpart of its revenues or assets is seized, nationalised, expropriated orcompulsorily acquired.  For the purposesof this Clause 23.12 “**material part of itsrevenues or assets**” shall in relation to the relevant Material GroupCompany be construed as 

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### revenuescomprising not less than 5% (five percent) of the Consolidated EBITDA or grossassets of the Group calculated mutatis mutandis in accordance with theprovisions of Clause 23.9 (*Creditors’process*) or assets which contribute not less than 5% (five percent)towards the Consolidated EBITDA or gross assets of the Group calculated *mutatis mutandis* accordance with theprovisions of Clause 23.9 (*Creditors’process*), provided that neither the implementation of the Mineraland Petroleum Resources Development Act, No. 28 of 2002 substantially in itscurrent form as at the date of this Agreement nor the implementation of theMinerals and Petroleum Royalty Bill in substantially its current form onceenacted shall constitute a seizure, nationalisation, expropriation orcompulsory acquisition as contemplated by this Clause 23.12.

## 23.13             **Material Adverse Effect**

Any change occurs in thebusiness, condition (financial or otherwise), operations, performance,properties or prospects of any Obligor or the Group as a whole since the dateof the last set of annual financial statements provided to the Agent inaccordance with this Agreement in relation to such Obligor or the Group, asappropriate which would be reasonably likely to have a Material Adverse Effect.

## 23.14             **Cessation of Business**

Any Material GroupCompany ceases to carry on the business which it undertakes at the date of thisAgreement.

## 23.15             **Litigation**

Any litigation,arbitration, administrative proceedings or governmental or regulatoryinvestigations or proceedings against any Material Group Company or itsrespective assets or revenues is reasonably expected to be adverselydetermined, and if so determined, could reasonably be expected to have aMaterial Adverse Effect.

## 23.16             **Acceleration**

On and at any timeafter the occurrence of an Event of Default which is continuing the Agent may,and shall if so directed by the Majority Lenders, by notice to the Parent:

### (a)                                      cancelthe Total Commitments whereupon they shall immediately be cancelled;

### (b)                                     declarethat all or part of the Loans, together with accrued interest, and all otheramounts accrued or outstanding under the Finance Documents be immediately dueand payable, whereupon they shall become immediately due and payable; and/or

### (c)                                      declarethat all or part of the Loans be payable on demand, whereupon they shallimmediately become payable on demand by the Agent on the instructions of theMajority Lenders.

## 23.17             **Remedy**

### (a)                                      NoEvent of Default under this Clause 23 (*Eventsof Default*) (other than those referred to in Clause 23.1 (*Non-payment*) and 23.2 (*Financial covenants*)) will occur 

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### if the failureto comply or circumstance giving rise to the same is capable of remedy and isremedied by an Obligor within 10 (ten) days of the Agent giving notice to theObligors or any Obligor becoming aware of the failure to comply.

### (b)                                     Forthe purposes of paragraph (a) above, the events or circumstances referred to inClause 23.5 (*Cross-default*),Clause 23.6 (*Insolvency*), Clause23.7 (*Insolvency Proceedings*),Clause 23.8 (*Failure to comply with finaljudgment*), Clause 23.9 (*Creditors’process*), Clause 23.10 (*Unlawfulness*),Clause 23.11 (*Repudiation andUnenforceability*), Clause 23.12 (*GovernmentalIntervention*), Clause 23.13 (*MaterialAdverse Change*) and Clause 23.14 (*Cessationof Business*) shall be deemed to be incapable of remedy save to theextent set out therein unless the Agent determines otherwise.

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### **SECTION 9CHANGES TO PARTIES**

# 24.                         **CHANGES TO THE LENDERS**

## 24.1                   **Assignments and transfers by the Lenders**

Subject to thisClause 24, a Lender (the “**Existing Lender**”)may:

### (a)                                      assignany of its rights; or

### (b)                                     transferby novation any of its rights and obligations,

to another bank orfinancial institution (the “**New Lender**”).

## 24.2                   **Conditions of assignment or transfer**

### (a)                                      Theconsent of the Parent isrequired for an assignment or transfer by an Existing Lender, unless theassignment or transfer is:

(i)                        to anotherLender or an Affiliate of a Lender; or

(ii)                     made at atime when an Event of Default is continuing.

### (b)                                     Theconsent of the Parent to anassignment or transfer must not be unreasonably withheld or delayed.  The Parentwill be deemed to have given its consent five Business Days after the ExistingLender has requested it unless consent is expressly refused by the Parent within that time.

### (c)                                      Theconsent of the Parent to anassignment or transfer must not be withheld solely because the assignment or transfermay result in an increase to the Mandatory Cost.

### (d)                                     Anassignment will only be effective on:

#### (i)                        receiptby the Agent of written confirmation from the New Lender (in form and substancesatisfactory to the Agent) that the New Lender will assume the same obligationsto the other Finance Parties as it would have been under if it was an OriginalLender; and

#### (ii)                     performanceby the Agent of all necessary “know your customer” or other similar checksunder all applicable laws and regulations in relation to such assignment to aNew Lender, the completion of which the Agent shall promptly notify to theExisting Lender and the New Lender.

### (e)                                      Atransfer will only be effective if the procedure set out in Clause 24.5 (*Procedure for transfer*) is complied with.

### (f)                                        If:

#### (i)                        aLender assigns or transfers any of its rights or obligations under the FinanceDocuments or changes its Facility Office; and

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#### (ii)                     asa result of circumstances existing at the date the assignment, transfer orchange occurs, an Obligor would be obliged to make a payment to the New Lenderor Lender acting through its new Facility Office under Clause 13 (*Tax gross-up and indemnities*) or Clause 14 (*Increased costs*),

then the New Lender orLender acting through its new Facility Office is only entitled to receivepayment under those Clauses to the same extent as the Existing Lender or Lenderacting through its previous Facility Office would have been if the assignment,transfer or change had not occurred.

## 24.3                   **Assignment or transfer fee**

The New Lender shall, onthe date upon which an assignment or transfer takes effect, pay to the Agent(for its own account) a fee of $1500.

## 24.4                   **Limitation of responsibility of Existing Lenders**

### (a)                                      Unlessexpressly agreed to the contrary, an Existing Lender makes no representation orwarranty and assumes no responsibility to a New Lender for:

#### (i)                        thelegality, validity, effectiveness, adequacy or enforceability of the FinanceDocuments or any other documents;

#### (ii)                     thefinancial condition of any Obligor;

#### (iii)                  theperformance and observance by any Obligor of its obligations under the FinanceDocuments or any other documents; or

#### (iv)                 theaccuracy of any statements (whether written or oral) made in or in connectionwith any Finance Document or any other document,

and any representationsor warranties implied by law are excluded.

### (b)                                     EachNew Lender confirms to the Existing Lender and the other Finance Parties thatit:

#### (i)                        hasmade (and shall continue to make) its own independent investigation andassessment of the financial condition and affairs of each Obligor and itsrelated entities in connection with its participation in this Agreement and hasnot relied exclusively on any information provided to it by the Existing Lenderin connection with any Finance Document; and

#### (ii)                     willcontinue to make its own independent appraisal of the creditworthiness of eachObligor and its related entities whilst any amount is or may be outstandingunder the Finance Documents or any Commitment is in force.

### (c)                                      Nothingin any Finance Document obliges an Existing Lender to:

#### (i)                        accepta re-transfer from a New Lender of any of the rights and obligations assignedor transferred under this Clause 24; or

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#### (ii)                     support any losses directly or indirectly incurred by the New Lender byreason of the non-performance by any Obligor of its obligations under theFinance Documents or otherwise.

## 24.5**                    ****Procedure for transfer**

### (a)                                      Subject to the conditions set out in Clause 24.2(*Conditions of assignment or transfer*)a transfer is effected in accordance with paragraph (c) below when theAgent executes an otherwise duly completed Transfer Certificate delivered to itby the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon asreasonably practicable after receipt by it of a duly completed TransferCertificate appearing on its face to comply with the terms of this Agreementand delivered in accordance with the terms of this Agreement, execute thatTransfer Certificate.

### (b)                                     The Agent shall only be obliged to execute aTransfer Certificate delivered to it by the Existing Lender and the New Lenderonce it is satisfied it has complied with all necessary “know your customer” orother similar checks under all applicable laws and regulations in relation tothe transfer to such New Lender.

### (c)                                      On the Transfer Date:

#### (i)                        to the extent that in the Transfer Certificate the Existing Lenderseeks to transfer by novation its rights and obligations under the FinanceDocuments each of the Obligors and the Existing Lender shall be released fromfurther obligations towards one another under the Finance Documents and theirrespective rights against one another under the Finance Documents shall becancelled (being the “**DischargedRights and Obligations**”);

#### (ii)                     each of the Obligors and the New Lender shall assume obligationstowards one another and/or acquire rights against one another which differ fromthe Discharged Rights and Obligations only insofar as that Obligor and the NewLender have assumed and/or acquired the same in place of that Obligor and theExisting Lender;

#### (iii)                  theAgent, the Arranger, the New Lender and other Lenders shall acquire the samerights and assume the same obligations between themselves as they would haveacquired and assumed had the New Lender been an Original Lender with the rightsand/or obligations acquired or assumed by it as a result of the transfer and tothat extent the Agent, the Arranger and the Existing Lender shall each bereleased from further obligations to each other under the Finance Documents;and

#### (iv)                 theNew Lender shall become a Party as a “Lender”.

## 24.6**                    ****Copy of Transfer Certificateto Parent**

The Agent shall, as soon as reasonably practicableafter it has executed a Transfer Certificate, send to the Parent a copy of thatTransfer Certificate.

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## 24.7**                    ****Disclosure of information**

Any Lender may disclose to any of its Affiliates andany other person:

### (a)                                      to (or through) whom that Lender assigns ortransfers (or may potentially assign or transfer) all or any of its rights andobligations under this Agreement;

### (b)                                     with (or through) whom that Lender entersinto (or may potentially enter into) any sub-participation in relation to, orany other transaction under which payments are to be made by reference to, thisAgreement or any Obligor; or

### (c)                                      to whom, and to the extent that, informationis required to be disclosed by any applicable law or regulation,

any information about any Obligor, the Group and theFinance Documents as that Lender shall consider appropriate if, in relation toparagraphs (a) and (b) above, the person to whom the information is to begiven has entered into a Confidentiality Undertaking.

# 25.**                          ****CHANGES TO THE OBLIGORS**

## 25.1**                    ****Assignment and transfers byObligors**

No Obligor may assign any of its rights or transferany of its rights or obligations under the Finance Documents.

## 25.2**                    ****Additional Borrowers**

### (a)                                      Subject to compliance with the provisions ofparagraphs (c) and (d) of Clause 20.8 (*“Know your customer” checks*), the Parent may request thatany of its wholly owned Subsidiaries becomes an Additional Borrower.  That Subsidiary shall become an AdditionalBorrower if:

#### (i)                        all the Lenders approve the addition of that Subsidiary;

#### (ii)                     the Parent delivers to the Agent a duly completed and executedAccession Letter;

#### (iii)                  theParent confirms that no Default is continuing or would occur as a result ofthat Subsidiary becoming an Additional Borrower; and

#### (iv)                 theAgent has received all of the documents and other evidence listed in Part II ofSchedule 2 (*Conditions precedent*)in relation to that Additional Borrower, each in form and substancesatisfactory to the Agent.

### (b)                                     The Agent shall notify the Parent and theLenders promptly upon being satisfied that it has received (in form andsubstance satisfactory to it) all the documents and other evidence listed inPart II of Schedule 2 (*Conditionsprecedent*).

## 25.3**                    ****Resignation of an AdditionalBorrower**

### (a)                                      The Parent may request that a Borrower (otherthan the Original Borrower) ceases to be a Borrower by delivering to the Agenta Resignation Letter.

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### (b)                                     The Agent shall accept a Resignation Letterand notify the Parent and the Lenders of its acceptance if:

#### (i)                        no Default is continuing or would result from the acceptance of theResignation Letter (and the Parent has confirmed to the Agent that this is thecase); and

#### (ii)                     the Borrower is under no actual or contingent obligations as a Borrowerunder any Finance Documents,

whereupon that company shall cease to be a Borrowerand shall have no further rights or obligations under the Finance Documents.

## 25.4**                    ****Additional Guarantors**

### (a)                                      Subject to compliance with the provisions ofparagraphs (c) and (d) of Clause 20.8 (“*Knowyour customer” checks*), the Parent may request that any of itswholly owned Subsidiaries become an Additional Guarantor.  That Subsidiary shall become an AdditionalGuarantor if;

#### (i)                        the Parent delivers to the Agent a duly completed and executedAccession Letter; and

#### (ii)                     the Agent has received all of the documents and other evidence listedin Part III of Schedule 2 (*Conditionsprecedent*) in relation to that Additional Guarantor, each in formand substance satisfactory to the Agent.

### (b)                                     The Agent shall notify the Parent and theLenders promptly upon being satisfied that it has received (in form andsubstance satisfactory to it) all the documents and other evidence listed inPart III of Schedule 2 (*Conditions precedent*).

## 25.5**                    ****Repetition ofRepresentations**

Delivery of an Accession Letter constitutesconfirmation by the relevant Subsidiary that the representations in Clause 19 (*Representations*) are true and correct inrelation to it as at the date of delivery as if made by reference to the factsand circumstances then existing.

## 25.6**                    ****Resignation of an AdditionalGuarantor**

### (a)                                      The Parent may request that a Guarantor(other than an Original Guarantor) ceases to be a Guarantor by delivering tothe Agent a Resignation Letter.

### (b)                                     The Agent shall accept a Resignation Letterand notify the Parent and the Lenders of its acceptance if no Default iscontinuing and the Parent has confirmed to the Agent that this is the case.

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**SECTION 10THE FINANCE PARTIES**

# 26.**                          ****ROLE OF THE AGENT AND THE ARRANGER**

## 26.1**                    ****Appointment of the Agent**

### (a)                                      Each other Finance Party appoints the Agentto act as its agent under and in connection with the Finance Documents.

### (b)                                     Each other Finance Party authorises the Agentto exercise the rights, powers, authorities and discretions specifically givento the Agent under or in connection with the Finance Documents together with anyother incidental rights, powers, authorities and discretions.

## 26.2**                    ****Duties of the Agent**

### (a)                                      The Agent shall promptly forward to a Partythe original or a copy of any document which is delivered to the Agent for thatParty by any other Party.

### (b)                                     Except where a Finance Document specificallyprovides otherwise, the Agent is not obliged to review or check the adequacy,accuracy or completeness of any document it forwards to another Party.

### (c)                                      If the Agent receives notice from a Partyreferring to this Agreement, describing a Default and stating that thecircumstance described is a Default, it shall promptly notify the other FinanceParties.

### (d)                                     If the Agent is aware of the non-payment ofany principal, interest, commitment fee or other fee payable to a Finance Party(other than the Agent or the Arranger) under this Agreement it shall promptlynotify the other Finance Parties.

### (e)                                      The Agent’s duties under the FinanceDocuments are solely mechanical and administrative in nature.

## 26.3**                    ****Role of the Arranger**

Except as specifically provided in the FinanceDocuments, the Arranger has no obligations of any kind to any other Party underor in connection with any Finance Document.

## 26.4**                    ****No fiduciary duties**

### (a)                                      Nothing in this Agreement constitutes theAgent or the Arranger as a trustee or fiduciary of any other person.

### (b)                                     Neither the Agent nor the Arranger shall bebound to account to any Lender for any sum or the profit element of any sumreceived by it for its own account.

## 26.5**                    ****Business with the Group**

The Agent and the Arranger may accept deposits from,lend money to and generally engage in any kind of banking or other businesswith any member of the Group.

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## 26.6**                    ****Rights and discretions ofthe Agent**

### (a)                                      The Agent may rely on:

#### (i)                        any representation, notice or document believed by it to be genuine,correct and appropriately authorised; and

#### (ii)                     any statement made by a director, authorised signatory or employee ofany person regarding any matters which may reasonably be assumed to be withinhis knowledge or within his power to verify.

### (b)                                     The Agent may assume (unless it has receivednotice to the contrary in its capacity as agent for the Lenders) that:

#### (i)                        no Default has occurred (unless it has actual knowledge of a Defaultarising under Clause 23.1 (*Non-payment*));

#### (ii)                     any right, power, authority or discretion vested in any Party or theMajority Lenders has not been exercised; and

#### (iii)                  anynotice or request made by the Parent (other than a Utilisation Request orSelection Notice) is made on behalf of and with the consent and knowledge ofall the Obligors.

### (c)                                      The Agent may engage, pay for and rely on theadvice or services of any lawyers, accountants, surveyors or other experts.

### (d)                                     The Agent may act in relation to the FinanceDocuments through its personnel and agents.

### (e)                                      The Agent may disclose to any other Party anyinformation it reasonably believes it has received as agent under thisAgreement.

### (f)                                        Notwithstanding any other provision of anyFinance Document to the contrary, neither the Agent nor the Arranger is obligedto do or omit to do anything if it would or might in its reasonable opinionconstitute a breach of any law or regulation or a breach of a fiduciary duty orduty of confidentiality.

## 26.7**                    ****Majority Lenders’instructions**

### (a)                                      Unless a contrary indication appears in aFinance Document, the Agent shall (i) exercise any right, power, authority ordiscretion vested in it as Agent in accordance with any instructions given toit by the Majority Lenders (or, if so instructed by the Majority Lenders,refrain from exercising any right, power, authority or discretion vested in itas Agent) and (ii) not be liable for any act (or omission) if it acts (orrefrains from taking any action) in accordance with an instruction of theMajority Lenders.

### (b)                                     Unless a contrary indication appears in aFinance Document, any instructions given by the Majority Lenders will bebinding on all the Finance Parties.

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### (c)                                      The Agent may refrain from acting inaccordance with the instructions of the Majority Lenders (or, if appropriate,the Lenders) until it has received such security as it may require for anycost, loss or liability (together with any associated VAT) which it may incurin complying with the instructions.

### (d)                                     In the absence of instructions from theMajority Lenders, (or, if appropriate, the Lenders) the Agent may act (orrefrain from taking action) as it considers to be in the best interest of theLenders.

### (e)                                      The Agent is not authorised to act on behalfof a Lender (without first obtaining that Lender’s consent) in any legal orarbitration proceedings relating to any Finance Document.

## 26.8**                    ****Responsibility fordocumentation**

Neither the Agent nor the Arranger:

### (a)                                      is responsible for the adequacy, accuracyand/or completeness of any information (whether oral or written) supplied bythe Agent, the Arranger, an Obligor or any other person given in or inconnection with any Finance Document or the Information Memorandum; or

### (b)                                     is responsible for the legality, validity,effectiveness, adequacy or enforceability of any Finance Document or any otheragreement, arrangement or document entered into, made or executed inanticipation of or in connection with any Finance Document.

## 26.9**                    ****Exclusion of liability**

### (a)                                      Without limiting paragraph (b) below,the Agent will not be liable (including without limitation, for negligence orany other category of liability whatsoever) for any action taken by it under orin connection with any Finance Document, unless directly caused by its grossnegligence or wilful misconduct.

### (b)                                     No Party (other than the Agent) may take anyproceedings against any officer, employee or agent of the Agent in respect ofany claim it might have against the Agent or in respect of any act or omissionof any kind by that officer, employee or agent in relation to any FinanceDocument and any officer, employee or agent of the Agent may rely on thisClause 26.9 subject to Clause 1.4 (*ThirdParty Rights*) and the provisions of the Third Parties Act.

### (c)                                      The Agent will not be liable for any delay(or any related consequences) in crediting an account with an amount requiredunder the Finance Documents to be paid by the Agent if the Agent has taken allnecessary steps as soon as reasonably practicable to comply with theregulations or operating procedures of any recognised clearing or settlementsystem used by the Agent for that purpose.

### (d)                                     Nothing in this Agreement shall oblige theAgent or the Arranger to carry out any “know your customer” or other checks inrelation to any person on behalf of any Lender and each Lender confirms to theAgent and the Arranger that it is solely

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### responsible for any such checks it is required to carry out and that itmay not rely on any statement in relation to such checks made by the Agent orthe Arranger.

## 26.10**              ****Lenders’ indemnity to theAgent**

Each Lender shall (in proportion to its share of theTotal Commitments or, if the Total Commitments are then zero, to its share ofthe Total Commitments immediately prior to their reduction to zero) indemnifythe Agent, within three Business Days of demand, against any cost, loss orliability (including, without limitation, for negligence or any other categoryof liability whatsoever) incurred by the Agent (otherwise than by reason of theAgent’s gross negligence or wilful misconduct) in acting as Agent under theFinance Documents (unless the Agent has been reimbursed by an Obligor pursuantto a Finance Document).

## 26.11**              ****Resignation of the Agent**

### (a)                                      The Agent may resign and appoint one of itsAffiliates acting through an office as successor by giving notice to the otherFinance Parties and the Parent.

### (b)                                     Alternatively the Agent may resign by givingnotice to the other Finance Parties and the Parent, in which case the MajorityLenders (after consultation with the Parent) may appoint a successor Agent.

### (c)                                      If the Majority Lenders have not appointed asuccessor Agent in accordance with paragraph (b) above within 30 daysafter notice of resignation was given, the Agent (after consultation with theParent) may appoint a successor Agent.

### (d)                                     The retiring Agent shall, at its own cost,make available to the successor Agent such documents and records and providesuch assistance as the successor Agent may reasonably request for the purposesof performing its functions as Agent under the Finance Documents.

### (e)                                      The Agent’s resignation notice shall onlytake effect upon the appointment of a successor.

### (f)                                        Upon the appointment of a successor, theretiring Agent shall be discharged from any further obligation in respect ofthe Finance Documents but shall remain entitled to the benefit of thisClause 26.  Its successor and eachof the other Parties shall have the same rights and obligations amongstthemselves as they would have had if such successor had been an original Party.

### (g)                                     After consultation with the Parent, theMajority Lenders may, by notice to the Agent, require it to resign inaccordance with paragraph (b) above. In this event, the Agent shall resign in accordance withparagraph (b) above.

## 26.12**              ****Confidentiality**

### (a)                                      In acting as agent for the Finance Parties,the Agent shall be regarded as acting through its agency division which shallbe treated as a separate entity from any other of its divisions or departments.

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### (b)                                     If information is received by anotherdivision or department of the Agent, it may be treated as confidential to thatdivision or department and the Agent shall not be deemed to have notice of it.

## 26.13**              ****Relationship with theLenders**

### (a)                                      The Agent may treat each Lender as a Lender,entitled to payments under this Agreement and acting through its FacilityOffice unless it has received not less than five Business Days prior noticefrom that Lender to the contrary in accordance with the terms of thisAgreement.

### (b)                                     Each Lender shall supply the Agent with anyinformation required by the Agent in order to calculate the Mandatory Cost in accordancewith Schedule 4 (*Mandatory CostFormulae*).

## 26.14**              ****Credit appraisal by theLenders**

Without affecting the responsibility of any Obligorfor information supplied by it or on its behalf in connection with any FinanceDocument, each Lender confirms to the Agent and the Arranger that it has been,and will continue to be, solely responsible for making its own independentappraisal and investigation of all risks arising under or in connection withany Finance Document including but not limited to:

### (a)                                      the financial condition, status and nature ofeach member of the Group;

### (b)                                     the legality, validity, effectiveness,adequacy or enforceability of any Finance Document and any other agreement,arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document;

### (c)                                      whether that Lender has recourse, and thenature and extent of that recourse, against any Party or any of its respectiveassets under or in connection with any Finance Document, the transactions contemplatedby the Finance Documents or any other agreement, arrangement or documententered into, made or executed in anticipation of, under or in connection withany Finance Document; and

### (d)                                     the adequacy, accuracy and/or completeness ofthe Information Memorandum and any other information provided by the Agent, anyParty or by any other person under or in connection with any Finance Document,the transactions contemplated by the Finance Documents or any other agreement,arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document.

## 26.15**              ****Reference Banks**

If a Reference Bank (or, if a Reference Bank is not aLender, the Lender of which it is an Affiliate) ceases to be a Lender, theAgent shall (in consultation with the Parent) appoint another Lender or anAffiliate of a Lender to replace that Reference Bank.

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26.16**      ****Agent’s Management Time**

Any amount payable to the Agent under Clause 15.3(*Indemnity to the Agent*),Clause 17 (*Costs and expenses*)and Clause 26.10 (*Lenders’ indemnity tothe Agent*) shall include the cost of utilising the Agent’smanagement time or other resources and will be calculated on the basis of suchreasonable daily or hourly rates as the Agent may notify to the Parent and theLenders, and is in addition to any fee paid or payable to the Agent underClause 12 (*Fees*).

## 26.17**              ****Deduction from amountspayable by the Agent**

If any Party owes an amount to the Agent under theFinance Documents the Agent may, after giving notice to that Party, deduct anamount not exceeding that amount from any payment to that Party which the Agentwould otherwise be obliged to make under the Finance Documents and apply theamount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documentsthat Party shall be regarded as having received any amount so deducted.

# 27.**                          ****CONDUCT OF BUSINESS BY THE FINANCE PARTIES**

No provision of this Agreement will:

### (a)                                      interfere with the right of any Finance Partyto arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

### (b)                                     oblige any Finance Party to investigate orclaim any credit, relief, remission or repayment available to it or the extent,order and manner of any claim; or

### (c)                                      oblige any Finance Party to disclose any informationrelating to its affairs (tax or otherwise) or any computations in respect ofTax.

# 28.**                          ****SHARING AMONG THE FINANCE PARTIES**

## 28.1**                    ****Payments to Finance Parties**

If a Finance Party (a “**Recovering Finance Party**”) receives or recovers any amountfrom an Obligor other than in accordance with Clause 29 (*Payment Mechanics*) and applies that amountto a payment due under the Finance Documents then:

### (a)                                      the Recovering Finance Party shall, withinthree Business Days, notify details of the receipt or recovery, to the Agent;

### (b)                                     the Agent shall determine whether the receiptor recovery is in excess of the amount the Recovering Finance Party would havebeen paid had the receipt or recovery been received or made by the Agent anddistributed in accordance with Clause 29 (*PaymentMechanics*), without taking account of any Tax which would be imposedon the Agent in relation to the receipt, recovery or distribution; and

### (c)                                      the Recovering Finance Party shall, withinthree Business Days of demand by the Agent, pay to the Agent an amount (the “**Sharing Payment**”) equal to such receipt or recovery less anyamount which the Agent determines may be retained by the Recovering FinanceParty as its share of any payment to be made, in accordance withClause 29.5 (*Partial Payments*).

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## 28.2**                     Redistributionof payments**

The Agent shall treat the Sharing Payment as if it hadbeen paid by the relevant Obligor and distribute it between the Finance Parties(other than the Recovering Finance Party) in accordance with Clause 29.5 (*Partial Payments*).

## 28.3**                    ****Recovering Finance Party’srights**

### (a)                                      On a distribution by the Agent underClause 28.2 (*Redistribution of payments*),the Recovering Finance Party will be subrogated to the rights of the FinanceParties which have shared in the redistribution.

### (b)                                     If and to the extent that the RecoveringFinance Party is not able to rely on its rights under paragraph (a) above,the relevant Obligor shall be liable to the Recovering Finance Party for a debtequal to the Sharing Payment which is immediately due and payable.

## 28.4**                    ****Reversal of redistribution**

If any part of the Sharing Payment received orrecovered by a Recovering Finance Party becomes repayable and is repaid by thatRecovering Finance Party, then:

### (a)                                      each Finance Party which has received a shareof the relevant Sharing Payment pursuant to Clause 28.2 (*Redistribution of payments*) shall, uponrequest of the Agent, pay to the Agent for account of that Recovering FinanceParty an amount equal to the appropriate part of its share of the SharingPayment (together with an amount as is necessary to reimburse that RecoveringFinance Party for its proportion of any interest on the Sharing Payment whichthat Recovering Finance Party is required to pay); and

### (b)                                     that Recovering Finance Party’s rights ofsubrogation in respect of any reimbursement shall be cancelled and the relevantObligor will be liable to the reimbursing Finance Party for the amount soreimbursed.

## 28.5**                    ****Exceptions**

### (a)                                      This Clause 28 shall not apply to theextent that the Recovering Finance Party would not, after making any paymentpursuant to this Clause 28, have a valid and enforceable claim against therelevant Obligor.

### (b)                                     A Recovering Finance Party is not obliged toshare with any other Finance Party any amount which the Recovering FinanceParty has received or recovered as a result of taking legal or arbitrationproceedings, if:

#### (i)                        it notified that other Finance Party of the legal or arbitrationproceedings; and

#### (ii)                     that other Finance Party had an opportunity to participate in thoselegal or arbitration proceedings but did not do so as soon as reasonablypracticable having received notice and did not take separate legal orarbitration proceedings.

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**SECTION 11ADMINISTRATION**

# 29.**                          ****PAYMENT MECHANICS**

## 29.1**                    ****Payments to the Agent**

### (a)                                      On each date on which an Obligor or a Lenderis required to make a payment under a Finance Document, that Obligor or Lendershall make the same available to the Agent (unless a contrary indicationappears in a Finance Document) for value on the due date at the time and insuch funds specified by the Agent as being customary at the time for settlementof transactions in the relevant currency in the place of payment.

### (b)                                     Payment shall be made to such account in theprincipal financial centre of the country of that currency with such bank asthe Agent specifies.

## 29.2**                    ****Distributions by the Agent**

Each payment received by the Agent under the FinanceDocuments for another Party shall, subject to Clause 29.3 (*Distributions to an Obligor*),Clause 29.4 (*Clawback*) andClause 26.17 (*Deduction from amountspayable by the Agent*) be made available by the Agent as soon aspracticable after receipt to the Party entitled to receive payment inaccordance with this Agreement (in the case of a Lender, for the account of itsFacility Office), to such account as that Party may notify to the Agent by notless than five Business Days’ notice with a bank in the principal financialcentre of the country of that currency.

## 29.3**                    ****Distributions to an Obligor**

The Agent may (with the consent of the Obligor or inaccordance with Clause 30 (*Set-off*))apply any amount received by it for that Obligor in or towards payment (on thedate and in the currency and funds of receipt) of any amount due from thatObligor under the Finance Documents or in or towards purchase of any amount ofany currency to be so applied.

## 29.4**                    ****Clawback**

### (a)                                      Where a sum is to be paid to the Agent underthe Finance Documents for another Party, the Agent is not obliged to pay thatsum to that other Party (or to enter into or perform any related exchange contract)until it has been able to establish to its satisfaction that it has actuallyreceived that sum.

### (b)                                     If the Agent pays an amount to another Partyand it proves to be the case that the Agent had not actually received thatamount, then the Party to whom that amount (or the proceeds of any relatedexchange contract) was paid by the Agent shall on demand refund the same to theAgent together with interest on that amount from the date of payment to thedate of receipt by the Agent, calculated by the Agent to reflect its cost offunds.

## 29.5**                    ****Partial payments**

### (a)                                      If the Agent receives a payment that isinsufficient to discharge all the amounts then due and payable by an Obligorunder the Finance Documents, the Agent shall apply

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### that payment towards the obligations of that Obligor under the FinanceDocuments in the following order:

#### (i)                        **first**, in or towardspayment pro rata of any unpaid fees, costs and expenses of the Agent and theArranger under the Finance Documents;

#### (ii)                     **secondly**, in ortowards payment pro rata of any accrued interest, fee or commission due butunpaid under this Agreement;

#### (iii)                  **thirdly**, in or towards payment pro rata of anyprincipal due but unpaid under this Agreement; and

#### (iv)                 **fourthly**, in or towards payment pro rata of any othersum due but unpaid under the Finance Documents.

### (b)                                     The Agent shall, if so directed by theMajority Lenders, vary the order set out in paragraphs (a)(ii) to (iv)above.

### (c)                                      Paragraphs (a) and (b) above will overrideany appropriation made by an Obligor.

## 29.6**                    ****No set-off by Obligors**

All payments to be made by an Obligor under theFinance Documents shall be calculated and be made without (and free and clearof any deduction for) set-off or counterclaim.

## 29.7**                    ****Business Days**

### (a)                                      Any payment which is due to be made on a daythat is not a Business Day shall be made on the next Business Day in the samecalendar month (if there is one) or the preceding Business Day (if there isnot).

### (b)                                     During any extension of the due date forpayment of any principal or Unpaid Sum under this Agreement interest is payableon the principal or Unpaid Sum at the rate payable on the original due date.

## 29.8**                    ****Currency of account**

### (a)                                      Subject to paragraphs (b) to (e) below,the Base Currency is the currency of account and payment for any sum due froman Obligor under any Finance Document.

### (b)                                     A repayment of a Loan or Unpaid Sum or a partof a Loan or Unpaid Sum shall be made in the currency in which that Loan orUnpaid Sum is denominated on its due date.

### (c)                                      Each payment of interest shall be made in thecurrency in which the sum in respect of which the interest is payable wasdenominated when that interest accrued.

### (d)                                     Each payment in respect of costs, expenses orTaxes shall be made in the currency in which the costs, expenses or Taxes areincurred.

### (e)                                      Anyamount expressed to be payable in a currency other than the Base Currency shallbe paid in that other currency.

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## 29.9**                     Change ofcurrency**

### (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 Finance Documents to, and any obligations arising under theFinance Documents in, the currency of that country shall be translated into, orpaid in, the currency or currency unit of that country designated by the Agent(after consultation with the Parent);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 the Agent(acting reasonably).

### (b)                                     Ifa change in any currency of a country occurs, this Agreement will, to theextent the Agent (acting reasonably and after consultation with the Parent) specifies to be necessary,be amended to comply with any generally accepted conventions and market practicein the Relevant Interbank Market and otherwise to reflect the change incurrency.

# 30.**                           SET-OFF**

A Finance Party may setoff any matured obligation due from an Obligor under the Finance Documents (tothe extent beneficially owned by that Finance Party) against any maturedobligation owed by that Finance Party to that Obligor, regardless of the placeof 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.

# 31.**                           NOTICES**

## 31.1**                     Communicationsin writing**

Any communication to bemade under or in connection with the Finance Documents shall be made in writingand, unless otherwise stated, may be made by fax or letter.

## 31.2**                     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 Finance Documents is:

### (a)                                      inthe case of the Parent, thatidentified with its name below;

### (b)                                     inthe case of each Lender or any other Obligor, that notified in writing to theAgent on or prior to the date on which it becomes a Party; and

### (c)                                      inthe case of the Agent, that identified with its name below,

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or any substitute addressor fax number or department or officer as the Party may notify to the Agent (orthe Agent may notify to the other Parties, if a change is made by the Agent) bynot less than five Business Days’ notice.

## 31.3**                     Delivery**

### (a)                                      Anycommunication or document made or delivered by one person to another under orin connection with the Finance Documents will only be effective:

#### (i)                        ifby way of fax, when received in legible form; or

#### (ii)                     ifby way of letter, when it has been left at the relevant address or fiveBusiness Days after being deposited in the post postage prepaid in an envelopeaddressed to it at that address,

and, if a particulardepartment or officer is specified as part of its address details providedunder Clause 31.2 (*Addresses*), ifaddressed to that department or officer.

### (b)                                     Anycommunication or document to be made or delivered to the Agent will beeffective only when actually received by the Agent and then only if it isexpressly marked for the attention of the department or officer identified withthe Agent’s signature below (or any substitute department or officer as theAgent shall specify for this purpose).

### (c)                                      Allnotices from or to an Obligor shall be sent through the Agent.

### (d)                                     Anycommunication or document made or delivered to the Parent in accordance with this Clause will be deemed tohave been made or delivered to each of the Obligors.

## 31.4**                     Notificationof address and fax number**

Promptly upon receipt ofnotification of an address and fax number or change of address or fax numberpursuant to Clause 31.2 (*Addresses*) orchanging its own address or fax number, the Agent shall notify the otherParties.

## 31.5**                     Electroniccommunication**

### (a)                                      Anycommunication to be made between the Agent and a Lender under or in connectionwith the Finance Documents may be made by electronic mail or other electronicmeans, if the Agent and the relevant 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.

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### (b)                                     Anyelectronic communication made between the Agent and a Lender will be effectiveonly when actually received in readable form and in the case of any electroniccommunication made by a Lender to the Agent only if it is addressed in such amanner as the Agent shall specify for this purpose.

## 31.6**                     Englishlanguage**

### (a)                                      Anynotice given under or in connection with any Finance Document must be inEnglish.

### (b)                                     Allother documents provided under or in connection with any Finance Document mustbe:

#### (i)                        inEnglish; or

#### (ii)                     ifnot in English, and if so required by the Agent, accompanied by a certifiedEnglish translation and, in this case, the English translation will prevailunless the document is a constitutional, statutory or other official document.

# 32.**                           CALCULATIONSAND CERTIFICATES**

## 32.1**                     Accounts**

In any litigation orarbitration proceedings arising out of or in connection with a FinanceDocument, the entries made in the accounts maintained by a Finance Party are *prima facie* evidence of the matters to which they relate.

## 32.2**                     Certificatesand Determinations**

Any certification ordetermination by a Finance Party of a rate or amount under any Finance Documentis, in the absence of manifest error, conclusive evidence of the matters towhich it relates.

## 32.3**                     Day countconvention**

Any interest, commissionor fee accruing under a Finance 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 where the practice in the Relevant Interbank Marketdiffers, in accordance with that market practice.

# 33.                           **PARTIAL INVALIDITY**

If, at any time, anyprovision of the Finance 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.

# 34.**                           REMEDIESAND WAIVERS**

No failure to exercise,nor any delay in exercising, on the part of any Finance Party, any right orremedy under the Finance 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

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any other right orremedy.  The rights and remedies providedin this Agreement are cumulative and not exclusive of any rights or remediesprovided by law.

# 35.                           **AMENDMENTS AND WAIVERS**

## 35.1**                     Requiredconsents**

### (a)                                      Subjectto Clause 35.2 (*Exceptions*) anyterm of the Finance Documents may be amended or waived only with the consent ofthe Majority Lenders and the Parent and any such amendment or waiver will bebinding on all Parties.

### (b)                                     TheAgent may effect, on behalf of any Finance Party, any amendment or waiverpermitted by this Clause 35.

## 35.2**                     Exceptions**

### (a)                                      Anamendment or waiver that has the effect of changing or which relates to:

#### (i)                        thedefinition of “Majority Lenders” in Clause 1.1 (*Definitions*);

#### (ii)                     anextension to the date of payment of any amount under the Finance Documents;

#### (iii)                  areduction in the Margin or a reduction in the amount of any payment ofprincipal, interest, fees or commission payable;

#### (iv)                 anincrease in or an extension of any Commitment;

#### (v)                    achange to the Borrowers or Guarantors (other than in accordance with Clause 25(*Changes to the Obligors*));

#### (vi)                 anyprovision which expressly requires the consent of all the Lenders;

#### (vii)              Clause 2.2(*Finance Parties’ rights and obligations*),Clause 24 (*Changes to the Lenders*) or thisClause 35.

shall not be made withoutthe prior consent of all the Lenders.

### (b)                                     Anamendment or waiver which relates to the rights or obligations of the Agent orthe Arranger may not be effected without the consent of the Agent or theArranger.

# 36.**                           COUNTERPARTS**

Each Finance Document maybe executed in any number of counterparts, and this has the same effect as ifthe signatures on the counterparts were on a single copy of the FinanceDocument.

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**SECTION12GOVERNING LAW AND ENFORCEMENT**

# 37.                           **GOVERNING LAW**

This Agreement isgoverned by English law.

# 38.**                           ENFORCEMENT**

## 38.1**                     Jurisdiction**

### (a)                                      Thecourts of England have exclusive jurisdiction to settle any dispute arising outof or in connection with this Agreement (including a dispute regarding theexistence, validity or termination of this Agreement) (a “**Dispute**”).

### (b)                                     TheParties agree that the courts of England are the most appropriate andconvenient courts to settle Disputes and accordingly no Party will argue to thecontrary.

### (c)                                      ThisClause 38.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall beprevented from taking proceedings relating to a Dispute in any other courtswith jurisdiction.  To the extent allowedby law, the Finance Parties may take concurrent proceedings in any number ofjurisdictions.

## 38.2**                     Service ofprocess**

Without prejudiceto any other mode of service allowed under any relevant law, each Obligor(other than an Obligor incorporated in England and Wales):

### (a)                                      irrevocablyappoints Law Debenture Corporate Services Limited as its agent for service ofprocess (in the case of an Obligor incorporated in South Africa, *domicilium citandi et executandi*) inrelation to any proceedings before the English courts in connection with anyFinance Document; and

### (b)                                     agreesthat failure by an agent for service of process to notify the relevant Obligorof the process will not invalidate the proceedings concerned.

**ThisAgreement has been entered into on the date stated at the beginning of thisAgreement.**

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**SCHEDULE1THE ORIGINAL PARTIES**

**Part IThe Obligors**
| Name of Original Borrower                                                 | ** ** | **Registration number (or equivalent, if any)** |
|---------------------------------------------------------------------------|------------|-------------------------------------------------|
| ** **                                                                | ** ** | ** **                                      |
| Orogen Holding (BVI) Limited, incorporated in the  British Virgin Islands |       | 184982                                          |
|                                                                      |       |                                            |

 
| Name of Original Guarantors                                                             | ** ** | **Registration number (or equivalent, if any)** |
|-----------------------------------------------------------------------------------------|------------|-------------------------------------------------|
|                                                                                    |       |                                            |
| Gold Fields  Limited, incorporated in South Africa                                      |       | 1968/004880/06                                  |
|                                                                                    |       |                                            |
| GFI Mining South  Africa (Proprietary) Limited, incorporated in South Africa            |       | 2002/031431/07                                  |
|                                                                                    |       |                                            |
| Gold Fields  Holdings Company (BVI) Limited, incorporated in the British Virgin Islands |       | 651406                                          |

 

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**Part IIThe Original Lenders**
| **Name of Original Lender** | ** ** | **Commitment** | ** **      |
|--------------------------------------------|------------|----------------|-----------------|
|                                       |       |           |            |
| Barclays Bank  PLC                         |       | $              | 21,875,000      |   |
|                                       |       |           |            |
| JPMorgan Chase  Bank, N.A.                 |       | $              | 21,875,000      |   |
|                                       |       |           |            |
| ABN Amro Bank  N.V., Johannesburg Branch   |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Calyon                                     |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Citibank  International plc                |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Commerzbank  International S.A.            |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Commonwealth  Bank of Australia            |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Fortis Bank  S.A./N.V.                     |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Goldman Sachs  Credit Partners L.P.        |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Mizuho Corporate  Bank                     |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| Standard  Chartered Bank                   |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| The Bank of  Tokyo-Mitsubishi UFJ, Ltd.    |       | $              | 18,750,000      |   |
|                                       |       |           |            |
| The Royal Bank  of Scotland plc            |       | $              | 18,750,000      |   |
|                                       | ** ** | **$**          | **250,000,000** | ** ** |

 

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**SCHEDULE 2****CONDITIONS PRECEDENT**

**Part IConditions precedent to initial Utilisation**

1.                                 **Obligors**

(a)                                      Acopy of the constitutional documents of each Obligor.

(b)                                     Acopy of a good standing certificate with respect to the Original Borrower andGold Fields Holdings Company (BVI) Limited, issued as of a recent date by theappropriate official in the British Virgin Islands.

(c)                                      Acopy of a resolution of the board of directors of each Obligor:

(i)                        approvingthe terms of, and the transactions contemplated by, the Finance Documents towhich it is a party and resolving that it execute the Finance Documents towhich it is a party;

(ii)                     authorising aspecified person or persons to execute the Finance Documents to which it is aparty on its behalf; and

(iii)                  authorising aspecified person or persons, on its behalf, to sign and/or despatch alldocuments and notices (including, if relevant, any Utilisation Request andSelection Notice) to be signed and/or despatched by it under or in connectionwith the Finance Documents to which it is a party.

(d)                                     Aspecimen of the signature of each person authorised by the resolution referredto in paragraph (c) above.

(e)                                      Acertificate of incumbency from the registered agent for the Original Borrowerand Gold Fields Holdings Company (BVI) Limited.

(f)                                        Acopy of the resolution of the shareholders of the Original Borrower and GoldFields Holdings Company (BVI) Limited approving the relevant resolutions of theboard of directors and the transactions contemplated thereby.

(g)                                     Acertificate of the Obligors (signed by a director) confirming that borrowing orguaranteeing, as appropriate, the Total Commitments would not cause anyborrowing, guaranteeing or similar limit binding on any Obligor to be exceeded.

(h)                                     Acertificate of an authorised signatory of the relevant Obligor certifying thateach copy document relating to it specified in this Part 1 of Schedule 2is correct, complete and in full force and effect as at a date no earlier thanthe date of this Agreement.

2.                                 **Legal opinions**

(a)                                      Alegal opinion of Clifford Chance LLP legal advisers to the Arranger and theAgent in England, substantially in the form distributed to the Original Lendersprior to signing this Agreement.

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(b)                                     Alegal opinion of Conyers Dill & Pearman, legal advisers to the Arranger andAgent in the British Virgin Islands, substantially in the form distributed tothe Original Lenders prior to signing this Agreement.

(c)                                      Alegal opinion of Edward Nathan (Proprietary) Limited, legal advisers to theArranger and Agent in South Africa, substantially in the form distributed tothe Original Lenders prior to signing this Agreement.

3.                                 **Other documents and evidence**

(a)                                      Acertificate from the Parent confirming that the conditions to the completion ofthe Acquisition as set out in the arrangement agreement dated 1 December 2005have been satisfied or waived (other than the payment of the purchase price).

(b)                                     Evidencethat any agent for service of process referred to in Clause 38.2 (*Service of process*) has accepted its appointment.

(c)                                      TheOriginal Financial Statements together with the latest audited financialstatements of each other Obligor (other than the Original Borrower).

(d)                                     Evidencethat the fees, costs and expenses then due from the Parent pursuant to Clause 12 (*Fees*)and Clause 17 (*Costs and expenses*)have been paid or will be paid by the first Utilisation Date.

(e)                                      Acopy of any authorisation or consent (to include any relevant corporate,regulatory and shareholder consent) which the Agent considers to be necessaryor desirable in connection with the entry into and performance of the transactionscontemplated by this Agreement or for the validity and enforceability of anyFinance Document.

(f)                                        Acopy of the approval of the Exchange Control Department of the South AfricanReserve Bank confirming that Gold Fields Limited and GFI Mining South Africa(Proprietary) Limited may enter into and provide the guarantee as contemplatedby this Agreement.

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**Part IIConditions Precedent required to bedelivered by an Additional Borrower**

1.                                 AnAccession Letter, duly executed by the Additional Borrower and the Parent.

2.                                 Acopy of a good standing certificate with respect to any Additional Borrowerincorporated in the British Virgin Islands, issued as of a recent date by theappropriate official in the British Virgin Islands.

3.                                 Acopy of the constitutional documents of the Additional Borrower.

4.                                 Acopy of a resolution of the board of directors of the Additional Borrower:

(a)                                      approvingthe terms of, and the transactions contemplated by, the Accession Letter andthe Finance Documents and resolving that it execute the Accession Letter;

(b)                                     authorisinga specified person or persons to execute the Accession Letter on its behalf;and

(c)                                      authorisinga specified person or persons, on its behalf, to sign and/or despatch all otherdocuments and notices (including, in relation to an Additional Borrower, anyUtilisation Request or Selection Notice) to be signed and/or despatched by itunder or in connection with the Finance Documents.

5.                                 Aspecimen of the signature of each person authorised by the resolution referredto in paragraph 4 above.

6.                                 Acertificate of incumbency from the registered agent of each Additional Borrowerincorporated in the British Virgin Islands.

7.                                 Acertificate of the Additional Borrower (signed by a director) confirming thatborrowing or guaranteeing, as appropriate, the Total Commitments would notcause any borrowing, guaranteeing or similar limit binding on it to beexceeded.

8.                                 Acertificate of an authorised signatory of the Additional Borrower certifyingthat each copy document listed in this Part II of Schedule 2 is correct,complete and in full force and effect as at a date no earlier than the date ofthe Accession Letter.

9.                                 Acopy of any other authorisation or other document, opinion or assurance whichthe Agent considers to be necessary or desirable in connection with the entryinto and performance of the transactions contemplated by the Accession Letteror for the validity and enforceability of any Finance Document.

10.                           Ifavailable, the latest audited financial statements of the Additional Borrower.

11.                           A legalopinion from legal advisers to the Agent in England.

12.                           If theAdditional Borrower is incorporated in a jurisdiction other than England andWales, a legal opinion of the legal advisers to the Arranger and the Agent inthe jurisdiction in which the Additional Borrower is incorporated.

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13.                           If theproposed Additional Borrower is incorporated in a jurisdiction other thanEngland and Wales, evidence that the agent for service of process specified inClause 38.2 (*Service of process*) has acceptedits appointment in relation to the proposed Additional Borrower.

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**Part IIIConditions Precedent required to bedelivered by an Additional Guarantor**

1.                                 AnAccession Letter, duly executed by the Additional Guarantor and the Company.

2.                                 Acopy of the constitutional documents of the Additional Guarantor.

3.                                 Acopy of a good standing certificate with respect to any Additional Guarantorincorporated in the British Virgin Islands, issued as of a recent date by theappropriate official in the British Virgin Islands.

4.                                 Acopy of a resolution of the board of directors of the Additional Guarantor:

(a)                                      approvingthe terms of, and the transactions contemplated by, the Accession Letter andthe Finance Documents and resolving that it execute the Accession Letter;

(b)                                     authorisinga specified person or persons to execute the Accession Letter on its behalf;and

(c)                                      authorisinga specified person or persons, on its behalf, to sign and/or dispatch all otherdocuments and notices to be signed and/or despatched by it under or inconnection with the Finance Documents.

5.                                 Aspecimen of the signature of each person authorised by the resolution referredto in paragraph 4 above.

6.                                 Acertificate of incumbency from the registered agent of each Additionalguarantor incorporated in the British Virgin Islands.

7.                                 Acopy of a resolution signed by all the holders of the issued shares of theAdditional Guarantor, approving the terms of, and the transactions contemplatedby, the Finance Documents to which the Additional Guarantor is a party.

8.                                 Acertificate of the Additional Guarantor (signed by a director) confirming thatguaranteeing the Total Commitments would not cause any borrowing, guaranteeingor similar limit binding on it to be exceeded.

9.                                 Acertificate of an authorised signatory of the Additional Guarantor certifyingthat each copy document listed in this Part III of Schedule 2 is correct,complete and in full force and effect as at a date no earlier than the date ofthe Accession Letter.

10.                           A copyof any other Authorisation or other document, opinion or assurance which theAgent considers to be necessary or desirable in connection with the entry intoand performance of the transactions contemplated by the Accession Letter or forthe validity and enforceability of any Finance Document.

11.                           Ifavailable, the latest audited financial statements of the Additional Guarantor.

12.                           A legalopinion from legal advisers to the Agent in England.

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13.                           If theAdditional Guarantor is incorporated in a jurisdiction other than England andWales, a legal opinion of the legal advisers to the Agent in the jurisdictionin which the Additional Guarantor is incorporated.

14.                           If theAdditional Guarantor is incorporated in a jurisdiction other than England andWales, evidence that the agent for service of process specified in Clause 38.2(*Service of process*) has acceptedits appointment in relation to the proposed Additional Guarantor.

15.                           A copyof the approval of the Exchange Control Department of the South African ReserveBank confirming that any Additional Guarantor incorporated in South Africa mayenter into and provide the guarantees as contemplated by this Agreement.

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**SCHEDULE 3REQUESTS**

**Part IUtilisation Request**

From:      [*Borrower*]

To:          J.P. Morgan Europe Limited

Dated:

Dear Sirs

**GoldFields Limited – Dual Currency Term Facility Agreement**

**dated [•] February 2006 (the**“**Agreement**”**)**

1.                                 Werefer to the Agreement.  This is aUtilisation Request.  Terms defined inthe Agreement have the same meaning in this Utilisation Request unless given adifferent meaning in this Utilisation Request.

2.                                 Wewish to borrow a Loan on the following terms:
|        | Proposed  Utilisation Date: | [      ] (or, if that  is not a Business Day, the next Business Day) |
|--------|-----------------------------|----------------------------------------------------------------------------------------------------|
|   | Currency of  Loan:          | [            ]                         |
|   | Amount:                     | [            ]                         |
|   | Interest Period:            | [            ]                         |

 

3.                                 Weconfirm that each condition specified in Clause 4.2 (*Furtherconditions precedent*) is satisfied on the date of this UtilisationRequest.

4.                                 Theproceeds of this Loan should be credited to [*account*].

5.                                 ThisUtilisation Request is irrevocable.
| Yours faithfully               |
|--------------------------------|
|                           |
|                           |
|                           |   |   |
| authorised signatory for       |
| [*name of relevant  Borrower*] |

 

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**Part II**

**Selection Notice**

From:      [*Borrower*]

To:          J.P. Morgan Europe Limited

Dated:

Dear Sirs

**GoldFields Limited - Dual Currency Facility Agreement dated [•] February 2006 (the**“**Agreement**”**)**

1.                                 Werefer to the Agreement.  This is aSelection Notice.  Terms defined in theAgreement have the same meaning in this Selection Notice unless given adifferent meaning in this Selection Notice.

2.                                 Werefer to the following Loan[s] in [*identify currency*]with an Interest Period ending on[         ]*.

3.                                 [Werequest that the above Loan[s] be divided into[             ]Loans  with the following Base CurrencyAmounts and Interest Periods:]**

*or*

[We request that the nextInterest Period for the above Loan[s] is [     ]].***

4.                                 Werequest that the above Loan[s] [is]/[are] [denominated in the same currency forthe next Interest Period]/[denominated in [•] currency.  As this results in a change of currency weconfirm that each condition specified in Clause 4.2 (*Furtherconditions precedent*) is satisfied on the date of this SelectionNotice.  The proceeds of any change incurrency should be credited to [*account*].].

5.                                 ThisSelection Notice is irrevocable.
| Yours faithfully                 |
|----------------------------------|
|                             |
|                             |   |   |
| authorised signatory for         |
| Gold Fields Limited on behalf of |
| [name of relevant Borrower]      |

 

 

 

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| *   | Insert details of all Loans in the same currency  which have an Interest Period ending on the same date. |
|-----|----------------------------------------------------------------------------------------------------------|
| **  | Use this option if division of Loans is requested.                                                       |
| *** | Use this option if sub-division is not required.                                                         |

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**SCHEDULE4**

**Mandatory Cost Formulae**

1.                                 TheMandatory Cost is an addition to the interest rate to compensate Lenders forthe cost of compliance with (a) the requirements of the Bank of England and/orthe Financial Services Authority (or, in either case, any other authority whichreplaces all or any of its functions) or (b) the requirements of the EuropeanCentral Bank.

2.                                 Onthe first day of each Interest Period (or as soon as possible thereafter) theAgent shall calculate, as a percentage rate, a rate (the “**AdditionalCost Rate**”) for each Lender, in accordance with the paragraphs setout below.  The Mandatory Cost will becalculated by the Agent as a weighted average of the Lenders’ Additional CostRates (weighted in proportion to the percentage participation of each Lender inthe relevant Loan) and will be expressed as a percentage rate per annum.

3.                                 TheAdditional Cost Rate for any Lender lending from a Facility Office in aParticipating Member State will be the percentage notified by that Lender to theAgent.  This percentage will be certifiedby that Lender in its notice to the Agent to be its reasonable determination ofthe cost (expressed as a percentage of that Lender’s participation in all Loansmade from that Facility Office) of complying with the minimum reserverequirements of the European Central Bank in respect of loans made from thatFacility Office.

4.                                 TheAdditional Cost Rate for any Lender lending from a Facility Office in theUnited Kingdom will be calculated by the Agent as follows:
|        | *E* ́0.01 | per cent. per annum. |
|--------|---------------|----------------------|
|   | 300           |                 |

 

Where:

E                         isdesigned to compensate Lenders for amounts payable under the Fees Rules and iscalculated by the Agent as being the average of the most recent rates of chargesupplied by the Reference Banks to the Agent pursuant to paragraph 7 below andexpressed in pounds per £1,000,000.

5.                                 Forthe purposes of this Schedule:

(a)                                      “**Fees Rules**” means the rules on periodic fees contained inthe FSA Supervision Manual or such other law or regulation as may be in forcefrom time to time in respect of the payment of fees for the acceptance ofdeposits;

(b)                                     “**Fee Tariffs**” means the fee tariffs specified in the FeesRules under the activity group A.1 Deposit acceptors (ignoring any minimum feeor zero rated fee required pursuant to the Fees Rules but taking into accountany applicable discount rate); and

(c)                                      “**Tariff Base**” has the meaning given to it in, and will becalculated in accordance with, the Fees Rules.

6.                                 Ifrequested by the Agent, each Reference Bank shall, as soon as practicable afterpublication by the Financial Services Authority, supply to the Agent, the rateof charge payable by that

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Reference Bank to the Financial Services Authoritypursuant to the Fees Rules in respect of the relevant financial year of theFinancial Services Authority (calculated for this purpose by that ReferenceBank as being the average of the Fee Tariffs applicable to that Reference Bankfor that financial year) and expressed in pounds per £1,000,000 of the TariffBase of that Reference Bank.

7.                                 EachLender shall supply any information required by the Agent for the purpose ofcalculating its Additional Cost Rate.  Inparticular, but without limitation, each Lender shall supply the followinginformation on or prior to the date on which it becomes a Lender:

(a)                                      thejurisdiction of its Facility Office; and

(b)                                     anyother information that the Agent may reasonably require for such purpose.

Each Lender shall promptlynotify the Agent of any change to the information provided by it pursuant tothis paragraph. 

8.                                 Thepercentages of each Lender for the purpose of E above shall be determined bythe Agent based upon the information supplied to it pursuant to paragraphs 6and 7 above and on the assumption that, unless a Lender notifies the Agent tothe contrary, each Lender’s obligations in relation to cash ratio deposits arethe same as those of a typical bank from its jurisdiction of incorporation witha Facility Office in the same jurisdiction as its Facility Office.

9.                                 TheAgent shall have no liability to any person if such determination results in anAdditional Cost Rate which over or under compensates any Lender and shall beentitled to assume that the information provided by any Lender or ReferenceBank pursuant to paragraphs 3, 6 and 7 above is true and correct in allrespects.  

10.                           The Agent shall distribute theadditional amounts received as a result of the Mandatory Cost to the Lenders onthe basis of the Additional Cost Rate for each Lender based on the informationprovided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and7 above.

11.                           Any determination by the Agentpursuant to this Schedule in relation to a formula, the Mandatory Cost, anAdditional Cost Rate or any amount payable to a Lender shall, in the absence ofmanifest error, be conclusive and binding on all Parties.

12.                           The Agent may from time totime, after consultation with the Parent and the Lenders, determine and notifyto all Parties any amendments which are required to be made to this Schedule inorder to comply with any change in law, regulation or any requirements fromtime to time imposed by the Financial Services Authority or the EuropeanCentral Bank (or, in any case, any other authority which replaces all or any ofits functions) and any such determination shall, in the absence of manifesterror, be conclusive and binding on all Parties.

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**SCHEDULE 5**

**Form of Transfer Certificate**

To:          J.P. Morgan Europe Limited as Agent

 

From:      [*The ExistingLender*] (the “**Existing Lender**”)and [*The New Lender*] (the “**New Lender**”)

 

Dated:

**GoldFields Limited – Dual Currency Facility Agreement**

**dated [•]February 2006 (the**“**Agreement**”**)**

** **

1.                                 Werefer to the Agreement.  This is aTransfer Certificate.  Terms defined inthe Agreement have the same meaning in this Transfer Certificate unless given adifferent meaning in this Transfer Certificate.

2.                                 Werefer to Clause 24.5 (*Procedure for transfer*):

(a)                                      TheExisting Lender and the New Lender agree to the Existing Lender transferring tothe New Lender by novation all or part of the Existing Lender’s Commitment,rights and obligations referred to in the Schedule in accordance withClause 24.5 (*Procedure for transfer*).

(b)                                     Theproposed Transfer Date is [      ].

(c)                                      TheFacility Office and address, fax number and attention details for notices ofthe New Lender for the purposes of Clause 31.2 (*Addresses*)are set out in the Schedule.

3.                                 TheNew Lender expressly acknowledges the limitations on the Existing Lender’sobligations set out in paragraph (c) of Clause 24.4 (*Limitation of responsibility of Existing Lenders*).

4.                                 ThisTransfer Certificate may be executed in any number of counterparts and this hasthe same effect as if the signatures on the counterparts were on a single copyof this Transfer Certificate.

5.                                 ThisTransfer Certificate is governed by English law.

**THE SCHEDULECommitment/rights and obligations to be transferred**

[*insert relevant details*][*Facility Office address, fax number and attentiondetails for notices and account details forpayments,*]
|        | [Existing  Lender] | [New Lender] |
|--------|--------------------|--------------|
|   |               |         |
|   | By:                | By:          |

 

89

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This Transfer Certificateis accepted by the Agent and the Transfer Date is confirmed as[           ].

**J.P.Morgan Europe Limited**

By:

90

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**SCHEDULE 6**

**Form of Accession Letter**

 

To:          J.P.Morgan Europe Limited as Agent

 

From:      [*Subsidiary*] and Gold Fields Limited

 

Dated:

 

Dear Sirs

**GoldFields Limited – Dual Currency Facility Agreement**

**dated [•]February 2006 (the**“**Agreement**”**)**

** **

1.                                 Werefer to the Agreement.  This is anAccession Letter.  Terms defined in theAgreement have the same meaning in this Accession Letter unless given adifferent meaning in this Accession Letter.

2.                                 [*Subsidiary*] agrees to become an Additional[Borrower]/[Guarantor] and to be bound by the terms of the Agreement as anAdditional [Borrower]/[Guarantor] pursuant to Clause [25.2 (*Additional Borrowers*)]/[25.4 (*Additional Guarantors*)] of the Agreement.  [*Subsidiary*] isa Parent duly incorporated underthe laws of [*name of relevant jurisdiction*].

3.                                 [*Subsidiary’s*] administrative details are as follows:

| Address:   |   |
|------------|--------|
|       |   |
| Fax No:    |   |
|       |   |
| Attention: |   |

 

4.                                 ThisAccession Letter is governed by English law.
| Gold  Fields Limited |   | *[Subsidiary]* |
|----------------------|--------|----------------|
|                 |   |           |

 

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**SCHEDULE 7**

**Form of Resignation Letter**

 

To:          J.P. Morgan Europe Limited as Agent

 

From:      [*resigning Obligor*] and Gold Fields Limited

 

Dated:

 

Dear Sirs

**GoldFields Limited – Dual Currency Facility Agreement**

**dated [•]February 2006 (the**“**Agreement**”**)**

** **

1.                                 Werefer to the Agreement.  This is aResignation Letter.  Terms defined in theAgreement have the same meaning in this Resignation Letter unless given adifferent meaning in this Accession Letter.

2.                                 Pursuantto [Clause 25.3 (*Resignation of anAdditional Borrower*)]/[Clause 25.6 (*Resignationof an Additional Guarantor*)], we request that [*resigning Obligor*] be released from itsobligations as a [Borrower]/[Guarantor] under the Agreement.

3.                                 Weconfirm that no default is continuing or would result from the acceptance ofthis request.

4.                                 ThisResignation Letter is governed by English law.
| Gold  Fields Limited | *[Subsidiary]* |
|----------------------|----------------|
|                 | * *       |
| By:                  | By:            |

 

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**SCHEDULE 8**

**Form of Compliance Certificate**

 

To:          J.P. Morgan EuropeLimited 

 

From:      Gold Fields Limited

 

Dated:

 

Dear Sirs

 

**Gold Fields Limited – DualCurrency Facility Agreementdated [•] February 2006 (the**“**Agreement**”**)**

** **

1.                                 Werefer to the Agreement.  This is aCompliance Certificate.  Terms defined inthe Agreement have the same meaning when used in this Compliance Certificateunless given a different meaning in this Compliance Certificate.

2.                                 Weconfirm that as at [  ]:

(a)                                      **Consolidated EBITDA to Consolidated Net Finance Charges**

the ratio of ConsolidatedEBITDA to Consolidated Net Finance Charges in respect of the Measurement Periodending on [ ] was: [      ] : 1; and

(b)                                     **Consolidated Net Borrowings to Consolidated EBITDA**

the ratio of ConsolidatedNet Borrowings to Consolidated EBITDA in respect of the Measurement Periodending on [ ] was: [      ] : 1,

and attach calculationsshowing how these figures were calculated.

3.                                 Weconfirm that no Default is continuing.
| Signed: |                 |                |   |   |
|---------|----------------------|---------------------|--------|--------|
|    | Director             | Director            |
|    | of                   | Of                  |
|    | Gold Fields  Limited | Gold Fields Limited |

 

[*insert applicable certification language*]

 

 
|                                     |   |
|-------------------------------------|--------|
| [or and on  behalf of               |
| *[name  of auditors of the Parent]* |

 

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**SCHEDULE 9**

**TIMETABLE**

“U” = date of utilisation

“U - X” = X Business Days prior to date of Utilisation

 
| Delivery of a duly completed Utilisation  Request (Clause 5.1 *(Delivery of a  Utilisation Request)* or a Selection Notice (Clause 10.1 (*Selection of Interest Periods*))                            |   |   |   | U-3  10.00 a.m. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-----------------|
|                                                                                                                                                                                                            |   |   |   |            |
| Agent determines (in relation to a Utilisation) the  Base Currency Amount of the Loan, if required under Clause 5.4 (*Lenders’ participation*)                                                        |   |   |   | U-3  noon       |
|                                                                                                                                                                                                            |   |   |   |            |
| Agent notifies the Lenders of the Loan in accordance  with Clause 5.4 (*Lenders’ participation*)                                                                                                      |   |   |   | U-3  3.00 p.m.  |
|                                                                                                                                                                                                            |   |   |   |            |
| Agent determines amount of the Loan in Optional  Currency in accordance with Clause 6.3 (*Change of  currency*)                                                                                            |   |   |   | U-3  3.00 p.m.  |
|                                                                                                                                                                                                            |   |   |   |            |
| Agent determines amount of the Loan in Optional  Currency in accordance with Clause 6.4 (*Same  Optional Currency during successive Interest Periods*)                                                     |   |   |   | U-3  3.00 p.m.  |
|                                                                                                                                                                                                            |   |   |   |            |
| Agent determines amount of the Loan in Optional  Currency converted into Base Currency in accordance with paragraph (b)  of Clause 6.4 (*Same Optional Currency  during successive Interest Periods*) |   |   |   | U-3  3.00 p.m.  |
|                                                                                                                                                                                                            |   |   |   |            |
| Agent receives a notification from a Lender under  Clause 6.2 (*Unavailability of a  currency*)                                                                                                            |   |   |   | U-2  9.30 a.m.  |
|                                                                                                                                                                                                            |   |   |   |            |
| Agent gives notice in accordance with  Clause 6.2 (*Unavailability of a  currency*)                                                                                                                        |   |   |   | U-2  10.30 a.m. |
|                                                                                                                                                                                                            |   |   |   |            |
| LIBOR is fixed                                                                                                                                                                                                  |   |   |   | U-2  11:00 a.m. |

 

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**SCHEDULE 10**

**DISCLOSURE SCHEDULE**

**MROUSSOUW/ GOLD FIELDS LIMITED CASE NO 2005/27142 (WITWATERSRAND LOCAL DIVISION)**

As referred to in theletter dated 6 December 2005 from Brink Cohen Le Roux, attorneys to GFL MiningServices Limited, in relation to an action instituted against Gold FieldsLimited by Mr. Marius Rossouw arising from alleged breach of contract,alternatively the alleged misappropriation, and/or unlawful exploitation ofcertain mineral rights, which claim the aforementioned plaintiff alleges tohave taken cession of from the ostensible holders of such “old order” mineralrights.

95

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**SIGNATURES**

**The Parent**
| **GOLD FIELDS LIMITED**                           |
|---------------------------------------------------|
| ** **                                        |   |   |
| By:                                               | NICK HOLLAND |   |
|                                              |   |   |
| Address:                                          | 24 St. Andrews Road |   |
|                                              | Parktown |   |
|                                              | Johannesburg |   |
|                                              | South Africa  2193 |   |
|                                              |   |   |
| Fax:                                              | +27 11 484-4882 |   |
|                                              |   |   |
|                                              |   |   |
| **The Original Borrower**                         |
| ** **                                        |   |   |
| **OROGEN HOLDING (BVI) LIMITED**                  |
| ** **                                        |   |   |
| By:                                               | COLIN BIRD |   |
|                                              | Director |   |
|                                              |   |   |
| Address:                                          | Fallon Cliff |   |
|                                              | Palace Road |   |
|                                              | Douglas |   |
|                                              | Isle of Man |   |
|                                              |   |   |
| Fax:                                              | +44 1624 630001 |   |
|                                              |   |   |
|                                              |   |   |
| **The Guarantors**                                |
| ** **                                        |   |   |
| **GOLD FIELDS LIMITED**                           |
| ** **                                        |   |   |
| By:                                               | NICK HOLLAND |   |
|                                              |   |   |
|                                              |   |   |
| **GFI MINING SOUTH AFRICA (PROPRIETARY) LIMITED** |
| ** **                                        |   |   |
| By:                                               | NICK HOLLAND |   |

 

96

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| **GOLD FIELDS HOLDINGS COMPANY (BVI) LIMITED** |
|------------------------------------------------|
| ** **                                     |   |   |
| By:                                            | COLIN BIRD |   |
|                                           | Director |   |
|                                           |   |   |
|                                           |   |   |
| **The Arrangers**                              |
| ** **                                     |   |   |
| **BARCLAYS CAPITAL**                           |
| ** **                                     |   |   |
| By:                                            | RICHARD SATCHWELL |   |
|                                           |   |   |
| Address:                                       | 5 The North Colonnade |   |
|                                           | Canary Wharf |   |
|                                           | London E14 4BB |   |
|                                           |   |   |
| Fax:                                           |   |   |
|                                           |   |   |
|                                           |   |   |
| **J.P. MORGAN PLC**                            |
| ** **                                     |   |   |
| By:                                            | BERNARD MEW |   |
|                                           |   |   |
| Address:                                       | 125 London Wall |   |
|                                           | London EC2Y 5AJ |   |
|                                           |   |   |
| Fax:                                           | 020 7777 4613 |   |
|                                           |   |   |
|                                           |   |   |
| **The Agent**                                  |
| ** **                                     |   |   |
| **J.P. MORGAN EUROPE LIMITED**                 |
| ** **                                     |   |   |
| By:                                            | BERNARD MEW |   |
|                                           |   |   |
| Address:                                       | 125 London Wall |   |
|                                           | London EC2Y 5AJ |   |
|                                           |   |   |
| Attention:                                     | Ching Loh |   |
|                                           |   |   |
|                                           |   |   |
| **The Original Lenders**                       |
| ** **                                     |   |   |
| **BARCLAYS BANK PLC**                          |
| ** **                                     |   |   |
| By:                                            | RICHARD SATCHWELL |   |

 

97

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| **JPMORGAN CHASE BANK, N.A.**               |
|---------------------------------------------|
| ** **                                  |   |   |
| By:                                         | BERNARD MEW |   |
|                                        |   |   |
|                                        |   |   |
| **ABN AMRO BANK N.V., JOHANNESBURG BRANCH** |
| ** **                                  |   |   |
| By:                                         | MILCO JUAN HERTZ | JANNIE VAN DER WALT |
|                                        |   |   |
|                                        |   |   |
| **CALYON**                                  |
| ** **                                  |   |   |
| By:                                         | MICHEL PONS |   |
|                                        |   |   |
|                                        |   |   |
| **CITIBANK INTERNATIONAL PLC**              |
| ** **                                  |   |   |
| By:                                         | RUE DE BASTOS |   |
|                                        | Vice President |   |
|                                        |   |   |
|                                        |   |   |
| **COMMERZBANK INTERNATIONAL S.A.**          |
| ** **                                  |   |   |
| By:                                         | ST. WURM | E. LINTNEV |
|                                        | SVP | AVP |
|                                        |   |   |
|                                        |   |   |
| **COMMONWEALTH BANK OF AUSTRALIA**          |
| ** **                                  |   |   |
| By:                                         | SCOTT SPEEDIE |   |
|                                        |   |   |
|                                        |   |   |
| **FORTIS BANK S.A./N.V.**                   |
| ** **                                  |   |   |
| By:                                         | GEOFF MURISON | MARTIN DORE |
|                                        |   |   |
|                                        |   |   |
| **GOLDMAN SACHS CREDIT PARTNERS L.P.**      |
| ** **                                  |   |   |
| By:                                         | WILLIAM W. ARCHER |   |
|                                        | Managing  Director |   |
|                                        |   |   |
|                                        |   |   |
| **MIZUHO CORPORATE BANK, LTD**              |
| ** **                                  |   |   |
| By:                                         | CHRISTOPHER GRAY |   |

 

98

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| **STANDARD CHARTERED BANK**                |
|--------------------------------------------|
| ** **                                 |   |   |
| By:                                        | PAUL BURKETT | CAROL WOOD |
|                                       |   |   |
|                                       |   |   |
| **THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.** |
| ** **                                 |   |   |
| By:                                        | KIYOSHI WAKI |   |
|                                       |   |   |
|                                       |   |   |
| **THE ROYAL BANK OF SCOTLAND PLC**         |
| ** **                                 |   |   |
| By:                                        | DALE WILLIAMS |   |

 

99

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