Primero Mining Corp.: Exhibit 4.1- Filed by newsfilecorp.com






Execution Copy 

PRIMERO MINING CORP. 
as Borrower 

and 

BMO CAPITAL MARKETS 
as Lead Arranger and Sole
Bookrunner 

and 

BANK OF MONTREAL 
as Administrative Agent


and 

THE SEVERAL LENDERS 
FROM TIME TO TIME PARTIES
HERETO 

__________________________________________

CREDIT AGREEMENT

__________________________________________

Dated as of May 23, 2014 

 

Fasken Martineau DuMoulin LLP 
Toronto, Ontario 

Credit Agreement - Primero Mining 




Table of Contents 

	  	  	PAGE 
	  	  	  
	  	  	  
	  	  	  
	ARTICLE 1 INTERPRETATION
    	1 
	1.1 	Defined Terms 	1 
	1.2 	Other Usages 	34 
	1.3 	Plural and Singular 	34 
	1.4 	Headings 	34 
	1.5 	Currency 	34 
	1.6 	Applicable Law 	35 
	1.7 	Time of the Essence 	35 
	1.8 	Non-Banking Days 	35 
	1.9 	Consents and Approvals 	35 
	1.10 	Amount of Credit 	35 
	1.11 	Schedules 	36 
	1.12 	Extension of Credit 	36 
	1.13 	Accounting Terms – GAAP 	36 
	1.14 	Change in Accounting
      Polices 	36 
	1.15 	Paramountcy 	36 
	 	  	  
	ARTICLE 2 CREDIT FACILITY 	37 
	2.1 	Establishment of Credit
      Facility 	37 
	2.2 	Lenders’ Commitments 	37 
	2.3 	Reduction of Credit
      Limit 	37 
	2.4 	Termination of Credit Facility 	38 
	 	  	  
	ARTICLE 3 GENERAL PROVISIONS RELATING TO
      CREDITS 	38 
	3.1 	Types of Credit
      Availments 	38 
	3.2 	Funding of Loans 	38 
	3.3 	Failure of Lender to Fund
      Loan 	39 
	3.4 	Funding of Bankers’ Acceptances. 	40 
	3.5 	BA Equivalent Loans. 	42 
	3.6 	Timing of Credit Availments 	42 
	3.7 	Inability to Fund U.S.
      Dollar Advances in Canada 	42 
	3.8 	Time and Place of Payments 	43 
	3.9 	Remittance of Payments
    	44 
	3.10 	Evidence of Indebtedness 	44 
	3.11 	General Provisions Relating
      to All Letters 	44 
	3.12 	Notice Periods 	47 
	3.13 	Administrative Agent’s
      Discretion to Allocate 	48 
	 	  	  
	ARTICLE 4 DRAWDOWNS 	48 
	4.1 	Drawdown Notice 	48 


Credit Agreement - Primero Mining 




Table of Contents 
(CONTINUED)

	  	  	PAGE 
	  	  	  
	  	  	  
	ARTICLE 5 ROLLOVERS 	49 
	5.1 	LIBOR Loans 	49 
	5.2 	Bankers’ Acceptances 	49 
	5.3 	Rollover Notice 	49 
	5.4 	Rollover by Lenders 	49 
	 	  	  
	ARTICLE 6 CONVERSIONS 	50 
	6.1 	Converting Loan to Other Type of Loan
	50 
	6.2 	Converting Loan to Bankers’
      Acceptances 	50 
	6.3 	Converting Bankers’ Acceptances to Loan
    	50 
	6.4 	Conversion Notice 	51 
	6.5 	Absence of Notice 	51 
	6.6 	Conversion by Lenders
	51 
	 	  	  
	ARTICLE 7 INTEREST AND
      FEES 	52 
	7.1 	Interest Rates 	52 
	7.2 	Calculation and Payment of
      Interest 	52 
	7.3 	General Interest Rules 	52 
	7.4 	Selection of Interest
      Periods 	53 
	7.5 	BA Acceptance Fees 	54 
	7.6 	Standby Fees 	54 
	7.7 	Letter Fees 	54 
	 	  	  
	ARTICLE 8 RESERVE, CAPITAL, INDEMNITY AND TAX
      PROVISIONS 	54 
	8.1 	Conditions of Credit 	54 
	8.2 	Change of Circumstances 	55 
	8.3 	Failure to Fund as a Result
      of Change of Circumstances 	56 
	8.4 	Indemnity Relating to Credits 	57 
	8.5 	Indemnity for Transactional
      and Environmental Liability 	58 
	8.6 	Payments Free and Clear of Taxes 	59 
	 	  	  
	ARTICLE 9 REPAYMENTS AND PREPAYMENTS 	62 
	9.1 	Repayment of Credit
      Facility 	62 
	9.2 	Extension of Maturity Date 	62 
	9.3 	Voluntary Prepayments
	64 
	9.4 	Mandatory Prepayments 	64 
	9.5 	Prepayment Notice 	64 
	9.6 	Currency of Repayment 	64 
	9.7 	Repayments of Credit
      Excess 	64 
	9.8 	Reimbursement or Conversion on Presentation
      of Letters 	65 
	9.9 	Letters Subject to an
      Order 	65



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	  	  	PAGE 
	  	  	  
	  	  	  
	9.10 	Reimbursement Obligation for
      Maturing Bankers’ Acceptances 	65 
	 	  	  
	ARTICLE 10 REPRESENTATIONS AND
      WARRANTIES 	66 
	10.1 	Representations and Warranties 	66 
	10.2 	Survival of Representations
      and Warranties 	72 
	 	  	  
	ARTICLE 11 COVENANTS 	73 
	11.1 	Financial Covenants 	73 
	11.2 	Affirmative Covenants
	73 
	11.3 	Restrictive Covenants 	80 
	11.4 	Performance of Covenants by
      Administrative Agent 	81 
	 	  	  
	ARTICLE 12 CONDITIONS
      PRECEDENT TO OBTAINING CREDIT 	82 
	12.1 	Conditions Precedent to All Credit 	82 
	12.2 	Conditions Precedent to
      Initial Extension of Credit 	82 
	12.3 	Waiver 	85 
	 	  	  
	ARTICLE 13 DEFAULT AND REMEDIES 	85 
	13.1 	Events of Default 	85 
	13.2 	Bankers’ Acceptances 	88 
	13.3 	Letters 	88 
	13.4 	Refund of Overpayments 	89 
	13.5 	Remedies Cumulative 	89 
	13.6 	Set-Off 	90 
	 	  	  
	ARTICLE 14 THE ADMINISTRATIVE AGENT 	90 
	14.1 	Appointment and
      Authorization of Administrative Agent 	90 
	14.2 	Interest Holders 	91 
	14.3 	Consultation with
      Counsel 	91 
	14.4 	Documents 	91 
	14.5 	Administrative Agent as
      Finance Party 	91 
	14.6 	Responsibility of Administrative Agent
    	91 
	14.7 	Action by Administrative
      Agent 	91 
	14.8 	Notice of Events of Default 	92 
	14.9 	Responsibility
      Disclaimed 	92 
	14.10 	Indemnification 	93 
	14.11 	Credit Decision 	93 
	14.12 	Successor Administrative Agent 	93 
	14.13 	Delegation by Administrative
      Agent 	94 
	14.14 	Waivers and Amendments 	94 
	14.15 	Determination by
      Administrative Agent Conclusive and Binding 	96 
	14.16 	Adjustments among Lenders after
      Acceleration 	96 


Credit Agreement - Primero Mining 




Table of Contents 
(CONTINUED) 

	14.17 	Redistribution of
      Payment 	97 
	14.18 	Distribution of Notices 	97 
	14.19 	Other Security Not
      Permitted 	97 
	14.20 	Discharge of Security 	97 
	14.21 	Determination of
      Exposures 	97 
	14.22 	Decision to Enforce Security 	99 
	14.23 	Enforcement 	99 
	14.24 	Application of Cash Proceeds of
      Realization 	99 
	14.25 	Entering Into Contracts
    	100 
	14.26 	Survival 	100 
	 	  	  
	ARTICLE 15 MISCELLANEOUS 	100 
	15.1 	Notices 	100 
	15.2 	Severability 	101 
	15.3 	Counterparts 	101 
	15.4 	Successors and Assigns 	102 
	15.5 	Assignment 	102 
	15.6 	Entire Agreement 	103 
	15.7 	Further Assurances 	103 
	15.8 	Judgment Currency 	104 
	15.9 	Confidentiality 	105 



	SCHEDULE A PRICING GRID 	1 
	 	 
	SCHEDULE B LENDERS AND INDIVIDUAL
      COMMITMENTS 	1 
	 	 
	SCHEDULE C COMPLIANCE CERTIFICATE
	1 
	 	 
	SCHEDULE D FORM OF ASSIGNMENT 	1 
	 	 
	SCHEDULE E FORM OF DRAWDOWN NOTICE
    	1 
	 	 
	SCHEDULE F FORM OF ROLLOVER NOTICE
    	1 
	 	 
	SCHEDULE G FORM OF CONVERSION NOTICE
    	1 
	 	 
	SCHEDULE H CORPORATE STRUCTURE 	1 
	 	 
	SCHEDULE I SECURITY DOCUMENTS 	1 


Credit Agreement - Primero Mining 




Table of Contents 
(CONTINUED) 

	  	PAGE 
	 	 
	SCHEDULE J QUALIFIED AFFILIATE
      INSTRUMENT OF ADHESION 	1 
	 	 
	SCHEDULE K EJIDOS LITIGATION 	1 


Credit Agreement - Primero Mining 




CREDIT AGREEMENT dated as
of May 23, 2014 between Primero Mining Corp., a corporation existing under the
laws of the Province of British Columbia (the “Borrower”), the lending
institutions from time to time parties hereto as Lenders (each a “Lender”
and, collectively, the “Lenders”), and Bank of Montreal, as
Administrative Agent. 

WHEREAS the Borrower has
requested the Lenders to provide to it a certain senior secured revolving credit
facility for the purposes set forth in Section 11.2(c);

AND WHEREAS the Lenders
are each willing to provide such credit facility to the Borrower for the
aforementioned purposes upon the terms and conditions contained herein; 

NOW THEREFORE THIS AGREEMENT
WITNESSES that, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto covenant and
agree as follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Defined Terms



The following defined terms shall
for all purposes of this agreement, or any amendment, substitution, supplement,
replacement, restatement or addition hereto, have the following respective
meanings unless the context otherwise specifies or requires or unless otherwise
defined herein: 

“$” denotes U.S. dollars. 

“Acquisition” means: 

	 	(a) 	
      if the acquisition is a share purchase, the Borrower
      shall Control the entity being acquired immediately following the
      completion of such acquisition; or

	 	 	 
	 	(b) 	
      if the acquisition is an asset purchase, all or
      substantially all of the assets of the vendor (or of a division or unit of
      the vendor) are being acquired.



“Administrative Agent” means
Bank of Montreal, in its capacity as administrative agent of the Lenders, and
any successor thereto pursuant to Section 14.12. 

“Affected Lender” shall have
the meaning ascribed thereto in Section 8.3. 

“Affiliate” means an affiliated
body corporate and, for the purposes of this agreement, (i) one body corporate
is affiliated with another body corporate if one such body corporate is the
Subsidiary of the other or both are Subsidiaries of the same body corporate or
each of them is Controlled by the same Person and (ii) if two bodies corporate are affiliated with the same body
corporate at the same time, they are deemed to be affiliated with each other;
for greater certainty for the purposes of this definition, “body corporate” shall include a chartered bank. 

Credit Agreement - Primero Mining 




- 2 -

“Alternate Base Rate Canada”
  means, at any particular time, the variable rate of interest per annum,
  calculated on the basis of a year of 365 days (or 366 days in the case of a leap
  year), which is equal to the greater of (a) the Base Rate Canada at such time
and (b) the Federal Funds Effective Rate at such time plus 1⁄2 of 1%. 

“Applicable Law” means all
public laws, statutes, ordinances, decrees, judgments, codes, standards, acts,
orders, by-laws, rules, regulations, Official Body consents, permits, binding
policies and guidelines, and requirements of all Official Bodies, which now or
hereafter may be lawfully applicable to and enforceable against any Obligor or
its property or any part thereof. 

“Applicable Margin” means, at
any particular time, the aggregate of (a) the applicable interest rate margin or
fee rate, as the case may be, expressed as a percentage per annum which are in
effect at such time based upon the Total Net Debt Leverage Ratio for the Fiscal
Quarter that is the subject of the quarterly Compliance Certificate delivered by
the Borrower to the Administrative Agent at the time of the first drawdown
hereunder as provided in Section 12.2(e)(iii) or otherwise most recently
delivered by the Borrower to the Administrative Agent, as set forth in the table
in Schedule A hereto, and (b) where the Borrower fails to pay any amount
required to be paid by them hereunder when due in respect of principal,
interest, Bankers’ Acceptance reimbursement, BA Acceptance Fees, Letter
reimbursement or Letter fees, having received notice that such amount is due, 2%
per annum on such overdue amounts in order to compensate the Lenders for the
additional risk, provided that (i) changes in the Applicable Margin shall be
effective as of the first day of the calendar month next following the relevant
Reporting Date and (ii) changes in the Applicable Margin shall apply, as at the
effective dates of such changes, to Letters, Loans and Bankers’ Acceptances
outstanding on such dates, but only for those portions of the terms of such
Letters, Loans and Bankers’ Acceptances after the effective date of such
changes, as provided above. Notwithstanding the foregoing, until December 31,
2014, the Applicable Margin shall not be less than that based on Level II in
Schedule A hereto. 

“Asset Purchase Agreement”
means the asset purchase agreement dated July 29, 2010 pursuant to which PEM
purchased the San Dimas Mine from Desarrollos Mineros San Luis, S.A. de C.V., as
the same may be amended, modified, supplemented or replaced from time to time
with the consent of the Lenders.

“Assenting Lender” shall have
the meaning ascribed thereto in Section 8.3. 

“Available Credit” means, at
any particular time, the amount, if any, by which the Credit Limit at such time
exceeds the amount of credit outstanding under the Credit Facility at such time.


Credit Agreement - Primero Mining 




- 3 - 

“BA Acceptance Fee” means, for
each issuance of a Bankers’ Acceptance or a BA Equivalent Note, a fee in the
amount calculated by multiplying the face amount of such Bankers’ Acceptance or
principal amount of such BA Equivalent Loan by an amount equal to the Applicable
Margin and then multiplying the product so obtained by a fraction (x) the
numerator of which is the number of days in the term to maturity of such
Bankers' Acceptance or BA Equivalent Note and (y) the denominator of which is
365 days (or 366 days in the case of a Bankers' Acceptance which matures in a
leap year). 

“BA Cash Collateral Account”
means a special purpose account to be established by the Borrower with the
Administrative Agent for the purposes set out in Section 13.2. 

“BA Discount Rate” means: 

	 	(a) 	
      for Schedule I Lenders, the CDOR Rate with a term
      identical to the term to maturity of the applicable Bankers’ Acceptance;
      and

	 	 	 
	 	(b) 	
      for Schedule II Lenders, Schedule III Lenders and Non-BA
      Lenders, the sum of:




	 	(i) 	
      the BA Discount Rate for Schedule I Lenders determined in
      accordance with subsection (a) above; and

	 	 	 
	 	(ii) 	
      10 basis points per annum.



Any Schedule I Lender who declares
itself as a Non-BA Lender shall be entitled to receive the BA Discount Rate
defined in subsection (b) above. 

“BA Discounted Proceeds” means,
in respect of any Bankers’ Acceptances to be accepted by a Lender on any day, an
amount (rounded to the nearest whole cent and with one-half of one cent being
rounded up) calculated on such day by multiplying: 

	 	(a) 	
      the aggregate face amount of such Bankers’ Acceptances;
      by

	 	 	 
	 	(b) 	
      the price, where the price is determined by dividing one
      by the sum of one plus the product of:




	 	(i) 	
      the BA Discount Rate which is applicable to such Bankers’
      Acceptance (expressed as a decimal); and

	 	 	 
	 	(ii) 	
      a fraction, the numerator of which is the number of days
      remaining in the term of such Bankers’ Acceptances and the denominator of
      which is 365;



with the price as so determined being
rounded up or down to the fifth decimal place and .000005 being rounded up. 

Credit Agreement - Primero Mining 




- 4 - 

“BA Draft” shall have the
meaning ascribed thereto in Section 3.4(i) . 

“BA Equivalent Loans” shall
have the meaning ascribed thereto in Section 3.5. 

“BA Equivalent Note” shall have
the meaning ascribed thereto in Section 3.4(i) . 

“BA Proceeds” means, with
respect to a particular Bankers’ Acceptance, the BA Discounted Proceeds with
respect thereto less the amount of the BA Acceptance Fee in respect of such
Bankers’ Acceptance. 

“Bankers’ Acceptance” means a
depository bill or bill of exchange (a) drawn by the Borrower and accepted by a
Lender, (b) denominated in Canadian dollars, (c) having a term of 30 to 180 days
(subject to availability and subject to the right of the Administrative Agent,
in its sole discretion, to restrict the term or maturity dates applicable
thereto), (d) issued and payable only in Canada and (e) having a face amount of
at least Cdn.$1,000,000. 

“Banking Day” means any
day of the year, other than a Saturday, Sunday or other day on which banks are
required or authorized to close in Toronto, Ontario and, where used in the
context of (i) an advance in U.S. dollars, is also a day on which banks are not
required or authorized to close in New York, New York; and (ii) a LIBOR Loan, is
also a day on which banks are not required or authorized to close in New York,
New York and on which dealings are carried on in the London interbank market in
respect of transactions in U.S. dollars. 

“Base Rate Loan” means monies
lent by the Lenders to the Borrower hereunder and upon which interest accrues at
a rate referable to the Alternate Base Rate Canada. 

“Base Rate Canada” means the
variable rate of interest per annum determined by the Administrative Agent from
time to time as its base rate for United States dollar loans made by the
Administrative Agent in Canada from time to time, being a variable per annum
reference rate of interest adjusted automatically upon change by the
Administrative Agent, calculated on the basis of a year of 365 days (or 366 days
in the case of a leap year). 

“Black Fox Mine” means the
mining operations located in the Township of Black River - Matheson, Ontario and
owned and operated by Primero Gold. 

“BMO Fee Letter” means the fee
letter dated May 23, 2014 entered into between Bank of Montreal and the
Borrower. 

“BNS Fee Letter” means the fee
letter dated May 23, 2014 entered into between The Bank of Nova Scotia and the
Borrower. 

“Borrower Silver Purchase
Guarantee” means the guarantee of the Borrower in favour of SWC dated August
6, 2010 and pursuant to which the Borrower guaranteed the obligations of STB
under the SLW Silver Purchase Agreement, as the same may be amended, modified, supplemented or replaced
from time to time with the consent of the Lenders. 

Credit Agreement - Primero Mining 




- 5 -

“Branch of Account” means the
  branch of the Administrative Agent located at 595 Burrard Street, Vancouver,
  British Columbia, or such other branch of the Administrative Agent located in
  Canada as the Administrative Agent may advise the Borrower from time to
time.

“Canadian Dollar Equivalent”
means the Exchange Equivalent in Canadian dollars of any amount of United States
dollars. 

“Capital Expenditures” means,
for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities and including in all events all amounts expended or
capitalized under Capital Leases, but excluding any amount representing
capitalized interest) by the Borrower on a consolidated basis, during such
period that, in conformity with GAAP, are or are required to be included as
additions during such period to tangible fixed assets, provided that the term
“Capital Expenditures” shall not include (a) expenditures made in
connection with the replacement, substitution or restoration of assets (i) to
the extent financed from insurance proceeds paid on account of the loss of or
damage to the assets being replaced or restored or (ii) to the extent funded
with awards of compensation arising from the expropriation, taking by eminent
domain or condemnation of the assets being replaced, (b) the purchase price of
equipment that is purchased simultaneously with the trade in of existing
equipment to the extent of the credit granted by the seller of such equipment
for the equipment being traded in at such time, (c) the purchase price of
tangible fixed assets and other capital expenditures made within 60 days of the
sale of any asset to the extent purchased with the proceeds of such sale, or (d)
expenditures that constitute any part of rental expenses under operating leases
for real or personal property. 

“Capital Lease”, as applied to
any Person, shall mean any lease of any property (whether real, personal or
mixed and including, without limitation, equipment) by that Person as lessee
that, in conformity with GAAP, is, or is required to be, accounted for as a
finance lease obligation on the balance sheet of that Person. 

“Capital Reorganization” means
any change in the issued and outstanding Shares of an Obligor. 

“Cash” means cash and Cash
Equivalents of the Borrower determined on a consolidated basis.

“Cash Equivalents” means (i)
securities issued or directly and fully guaranteed or insured by the United
States or Canadian government or any agency or instrumentality thereof with
maturities of 12 months or less from the date of acquisition, (ii) certificates
of deposit, time deposits and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any commercial bank incorporated in
the United States or any Canadian chartered bank having capital and surplus in
excess of $500,000,000, (iii) repurchase obligations for underlying securities
of the types described in clauses (i) and (ii) entered into with any financial
institution meeting the qualifications specified in clause (ii) above, (iv)
commercial paper rated A 1 or the equivalent thereof by Moody’s or S&P and
in each case maturing within one year after the date of acquisition, (v)
investment funds investing at least 95% of their assets in securities of the
types described in clauses (i) to (iv) above and (vi) readily marketable direct
obligations issued by any state of the United States or province of Canada or
any political subdivision thereof having one of the two highest rating
categories obtainable from either Moody’s or S&P with maturities of 12
months or less from the date of acquisition. 

Credit Agreement - Primero Mining 




- 6 -

“Cash Management Agreement”
  means any present or future agreement pursuant to which any Obligor
contracts for the provision of a cash management facility. 

“Cash Proceeds of Realization”
means the aggregate of (i) all Proceeds of Realization in the form of cash and
(ii) all cash proceeds of the sale or disposition of non-cash Proceeds of
Realization, in each case expressed in United States dollars. 

“CDOR Rate” means, with respect
to an issue of Bankers’ Acceptances with the same maturity date to be accepted
by a Lender hereunder, the discount rate per annum, calculated on the basis of a
year of 365 days, (i) equal to, as determined by the Administrative Agent, the
discount rate of such Lender that appears on the Reuters Screen CDOR Page for
such Lender at or about 10:00 a.m. (Toronto time) on the date of issue and
acceptance of such Bankers’ Acceptances, for bankers’ acceptances having a
comparable face value and an identical maturity date to the face value and
maturity date of such issue of Bankers’ Acceptances or (ii) if such rate does
not appear on such Page for such Lender, equal to the rate per annum for
Canadian dollar bankers’ acceptances having such term which is quoted by such
Lender at such time. 

“Cerro de Gallo Project” means
the mining operations located in the state of Guanajuato, Mexico and owned and
operated by San Anton de las Minas, SA. de C.V. 

“Change of Control”
means any transaction the consummation of which results in (i) another
entity owning at least 50% of the voting power of the Shares of the Borrower,
(ii) any entity acquiring Control of the Borrower; (iii) the Borrower ceasing to
own or control, directly or indirectly, 100% of the issued and outstanding
shares of each of the Guarantors or (iv) the Borrower ceasing to own or control,
directly or indirectly, any Material Project. 

Credit Agreement - Primero Mining 




- 7 - 

“Closing Certificate” of a
particular Obligor means a certificate of a senior officer of such Obligor
addressed to the Administrative Agent, in form and substance satisfactory to the
Administrative Agent, acting reasonably, and certifying (a) the truth and
correctness of attached copies of the articles of incorporation and by-laws of
such Obligor (or the equivalent in the jurisdiction of formation of the Obligor)
and the resolution of the board of directors of such Obligor (or the equivalent
in the jurisdiction of formation of the Obligor) authorizing it to execute,
deliver and perform its obligations under the Credit Documents to which it is a
party, (b) specimen signatures of the individuals authorized to sign Credit
Documents on behalf of such Obligor and (c) in the case of the Closing
Certificate of the Borrower, (i) that no Default has occurred and is continuing
or would arise immediately after or as a result of this agreement becoming
effective, (ii) no Material Adverse Change has occurred since December 31, 2013
and (iii) there exists no pending or threatened (in writing) litigation,
proceedings or investigations which (x) contest the entering into of this
agreement or (y) could reasonably be expected to have a Material Adverse Effect.


“Collateral Agency Agreement”
means the collateral agency agreement dated the date hereof between the Mexican
Collateral Agent, the Non-Mexican Proceeds Agent, the Administrative Agent, SWC,
Goldcorp and each Obligor (other than Primero Gold), in form and substance
satisfactory to the Administrative Agent, and pursuant to which, inter
alia, the Mexican Collateral Agent and the Non-Mexican Proceeds Agent were
appointed to hold certain collateral owned by the Obligors for and on behalf of
the Administrative Agent, SWC and Goldcorp. 

“Common Cash Management
Agreements” means any Cash Management Agreement between an Obligor on the
one hand and a Qualified Cash Management Lender on the other hand. 

“Common Risk Management
Agreements” means any Risk Management Agreement between an Obligor on the
one hand and a Qualified Risk Management Lender on the other hand. 

“Companies” means the Borrower
and its Subsidiaries and “Company” means any of the Companies. 

“Compliance Certificate” means
a compliance certificate, in the form attached as Schedule C and signed by a
senior financial officer of the Borrower, evidencing compliance with the terms
of this agreement. 

“Contaminant” means any
contaminant, as defined by the EPA. 

“Contributing Lender” shall
have the meaning ascribed thereto in Section 3.3. 

“Control” when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through ownership of voting equity, by contract or otherwise and
“Controlled” shall have a similar meaning. 

Credit Agreement - Primero Mining 




- 8 -

“Conversion Notice” shall have
the meaning ascribed thereto in Section 6.4. 

“Corporate Reorganization”
means any change in the legal existence of any Company (other than a Capital
Reorganization) including by way of amalgamation, merger, winding up,
continuance or plan of arrangement, provided such change does not involve any
Person other than the Companies. 

“Credit Documents” means
this agreement, the Guarantees, the Fee Letters, the Security Documents, the
Perfection Certificate, the Postponement and Subordination Undertaking, the
Intercreditor Documents, the Sandstorm Subordination Agreement and all
instruments and agreements executed and delivered by the Obligors in favour of
the Finance Parties or the Mexican Collateral Agent from time to time in
connection with this agreement or any other Credit Document, but specifically
excluding the Common Cash Management Agreements and the Common Risk Management
Agreements. 

“Credit Excess” means, as at a
particular date, the amount, if any, by which the aggregate amount of credit
outstanding hereunder as at the close of business on such date exceeds the
amount of the Credit Facility (as such amount may be reduced from time to time
pursuant to the terms hereof) as at the close of business on such date. 

“Credit Facility” means the
revolving term credit facility established by the Lenders in favour of the
Borrower pursuant to Section 2.1. 

“Credit Facility Repayment
Date” means the date on which all Secured Obligations under or in connection
with the Credit Facility have been permanently repaid in full and the Lenders
have no further commitments with respect to the Credit Facility. 

“Credit Limit” means, at
any particular time, $75,000,000 (as such amount may be reduced pursuant to
Section 2.3) . 

“Default” means any event which
is or which, with the passage of time, the giving of notice or both, would be an
Event of Default. 

“Defaulting Lender” shall have
the meaning ascribed thereto in Section 3.3. 

“Designated Accounts” means the
Borrower’s United States dollar account numbered 004-4719-550 and Canadian
dollar account numbered 004-1936-702, each maintained by the Administrative
Agent at the Branch of Account for the purposes of transactions under the Credit
Facility and “Designated Account” means any one of the Designated
Accounts. 

Credit Agreement - Primero Mining 




- 9 - 

“Disposition” shall mean any
sale, assignment, transfer, conveyance, lease, license or other disposition of
any nature or kind whatsoever of any property or of any right, title or interest
in or to any property, and the verb “Dispose” shall have a correlative
meaning. 

“Draft” means any draft, bill
of exchange, receipt, acceptance, demand or other request for payment drawn or
issued under or in respect of a Letter. 

“Drawdown Notice” shall have
the meaning ascribed thereto in Section 4.1. 

“EBITDA” means for any
particular Fiscal Quarter, Net Income for such Fiscal Quarter plus, to the
extent deducted in determining Net Income, the aggregate of: 

	 	(a) 	
      Interest Expenses for such Fiscal Quarter;

	 	 	 
	 	(b) 	
      consolidated income tax expenses of the Borrower (but
      excluding any Subsidiaries which are not Guarantors) for such Fiscal
      Quarter; and

	 	 	 
	 	(c) 	
      consolidated depreciation and amortization expenses and
      other non-cash expenses of the Borrower (which shall include, for
      certainty, the Borrower’s non-cash stock options but excluding any
      Subsidiaries which are not Guarantors) for such Fiscal
  Quarter;



in each case expressed in United
States dollars. 

The calculation of EBITDA shall be
adjusted, without duplication, for unrealized derivative financial instrument
gains or losses, non-cash revenues and expenses of the Borrower on a
consolidated basis but excluding any Subsidiaries which are not Guarantors
including, without limitation, deferred revenue and the difference between
accrued and cash reclamation costs. If any of the Obligors shall have acquired
the assets of any going concern business, or the shares of another Person which
shall have become a Subsidiary of the relevant Obligor during such period, such
acquisition shall be deemed to have occurred on the first day of such period and
any Indebtedness incurred or assumed by the relevant Obligor in connection with
such acquisition shall be deemed to have been incurred or assumed on the first
day of such period; provided, however in determining the results of operations
of such going concern, business or such Person for purposes of Sections 11.1(b)
and 11.1(c) hereof for any portion of such period prior to the date of its
acquisition or becoming a Subsidiary of the relevant Obligor, such determination
shall be made by using historical results with adjustments to exclude those
revenues actually received and operating expenses actually incurred by such
other Person during such period that are reasonably expected to be eliminated
following the acquisition thereof by the Borrower and are approved by the
Majority Lenders (all such exclusions to be identified on a separate schedule
delivered by the Borrower to the Administrative Agent and the Lenders). EBITDA
for any period prior to the closing date of any Disposition by any of the
Obligors out of the ordinary course of business shall be adjusted to take into
account on a pro forma basis the EBITDA for such period for the Person or
property Disposed of as agreed to by the Borrower and the
Majority Lenders prior to the closing date of such Disposition. 

Credit Agreement - Primero Mining 




- 10 -

“Ejidos” means a
  communal ownership of land recognized by the federal laws in Mexico which
  controls surface rights over its communal property through a board of directors.


“Ejidos Claims” means those
claims commenced by Ejidos as of December 11, 2013, as more particularly
described in Schedule K hereto. 

“Enforcement Date”
means: 

	 	(a) 	
      the date on which the Administrative Agent notifies the
      Borrower, pursuant to Section 13.1, that all indebtedness of the Borrower
      to the Lenders hereunder has become immediately due and payable or on
      which such indebtedness automatically becomes due and payable pursuant to
      Section 13.1, whichever occurs first; or

	 	 	 
	 	(b) 	
      if all indebtedness of the Borrower to the Lenders
      hereunder has been repaid in full and all commitments of the Lenders
      hereunder have terminated, the date on which a Qualified Cash Management
      Lender or Qualified Risk Management Lender notifies the Borrower that all
      indebtedness of the Borrower to such Qualified Cash Management Lender or
      Qualified Risk Management Lender under the relevant Common Cash Management
      Agreement or Common Risk Management Agreement, as the case may be, has
      become immediately due and payable or on which such indebtedness
      automatically becomes due and payable, whichever occurs
  first.



“Environment” means soil, land
surface or subsurface strata, surface waters (including navigable waters, ocean
waters, streams, ponds, drainage basins and wetlands), groundwaters, drinking
water supply, stream sediments, ambient air (including indoor air), plant and
animal life and any other environmental medium or natural resource. 

“Environmental Law” means any
Legal Requirement that addresses, is related to or is otherwise concerned with
environmental, health or safety issues, including any Legal Requirement relating
to any emissions, releases or discharges of Hazardous Materials into ambient
air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, existence, treatment, storage,
disposal, transport, handling, clean-up or control of Hazardous Materials,
including the Equator Principles and the World Bank Environment, Health and
Safety Guidelines for Mining and Milling, each as amended from time to time.


“EPA” means the
Environmental Protection Act (Ontario), as amended from time to time, and
any successor statute. 

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- 11 - 

“Equator Principles” means the
Equator Principles III, being the principles developed and adopted by various
banks and financial institutions, to the extent applicable to the operation of
mines and based on (but not limited to) the: 

	 	(a) 	
      IFC Performance Standards;

	 	 	 
	 	(b) 	
      IFC Environmental, Health and Safety General Guidelines;
      and

	 	 	 
	 	(c) 	
      IFC Environmental, Health and Safety Guidelines for
      Mining.



“Equity” means, at any
particular time, the amount, expressed in United States dollars, which would, in
accordance with GAAP, be classified on the consolidated balance sheet of the
Borrower (but excluding any Subsidiaries which are not Guarantors) at such time
as shareholder’s equity. 

“Event of Default” means any
one of the events set forth in Section 13.1. 

“Exchange Equivalent”
means, as of any date of determination, with reference to any amount
expressed in one currency, the amount of another applicable currency required to
purchase such amount in the first currency on such date either (i) in the case
of any amount derived directly or indirectly from any financial statements of
the Borrower, the exchange rate used to convert from one currency to another, as
applicable, in the preparation of such financial statements, (ii) in determining
the amount of Available Credit, the spot rate of exchange for converting from
one currency to another quoted by the Bank of Canada at approximately 12:00 noon
(Toronto time) on the first Banking Day of the calendar month in which the
calculation is being made, and (iii) in all other cases, the spot rate of
exchange for converting from one currency to another quoted by the Bank of
Canada at approximately 12:00 noon (Toronto time) on the effective date of such
conversion. 

“Excluded Taxes” means any (a)
Taxes imposed on or measured by, net income (however denominated), franchise
Taxes, branch profits Taxes or capital Taxes imposed on a Lender, in each case
by any jurisdiction (or political subdivision thereof) as a result of a present
or former connection between the Lender and the jurisdiction (or political
subdivision thereof) other than Taxes levied by reason of the fact that the
Lender has executed, delivered, become party to or performed its obligations
under, or has enforced or perfected a security interest under any Credit
Documents, or sold or assigned any credit or commitment or interest under any
Credit Documents, (b) U.S. withholding tax imposed under FATCA, and (c) Taxes
solely attributable to a Lender’s failure to comply with Section 8.6(h) . 

“Exposure” means, with respect
to a particular Finance Party at a particular time, the amount of the Secured
Obligations owing to such Finance Party at such time, determined by such Finance
Party in good faith in accordance with Section 14.21. 

“FATCA” means sections
1471 to 1474 of the U.S. Internal Revenue Code of 1986 or any associated
regulations or other official guidance as of the date of this agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with).


Credit Agreement - Primero Mining 




- 12 -

“Federal Funds Effective Rate”
  means, for any particular day, the variable rate of interest per annum,
  calculated on the basis of a year of 365 days (or 366 days in the case of a leap
  year) and for the actual number of days elapsed, equal to the weighted average
  of the rates on overnight federal funds transactions with members of the Federal
  Reserve System arranged by Federal Funds brokers as published for such day (or,
  if such day is not a Banking Day, for the next preceding Banking Day) by the
  Federal Reserve Bank of New York or, for any Banking Day on which such rate is
  not so published by the Federal Reserve Bank of New York, the average of the
  quotations for such day for such transactions received by the Administrative
  Agent from three Federal Funds brokers of recognized standing selected by the
Administrative Agent. 

“Fee Letters” means the BMO Fee
Letter and the BNS Fee Letter. 

“Finance Documents” means the
Credit Documents, the Common Cash Management Agreements and the Common Risk
Management Agreements. 

“Finance Parties” means the
Administrative Agent, the Lenders, the Qualified Cash Management Lenders and the
Qualified Risk Management Lenders. 

“Fiscal Quarter” means any of
the three-month periods ending on the last day of March, June, September and
December in each Fiscal Year. 

“Fiscal Year” means the
twelve-month period ending on the last day of December in each year. 

“GAAP” means, at any given
date, International Financial Reporting Standards, which include standards and
interpretations adopted by the International Accounting Standards Board, applied
on a consistent basis. 

“Goldcorp” means Goldcorp Inc.,
a corporation incorporated under the laws of the Province of Ontario. 

“Goldcorp Indemnity Agreement”
means the deed of indemnity dated August 6, 2010 and entered into by the
Borrower and STB in favour of Goldcorp and pursuant to which the Borrower and
STB indemnified Goldcorp for certain payments required to be made by Goldcorp
under the Goldcorp Silver Purchase Guarantee. 

“Goldcorp Note” means the
$50,000,000 promissory note dated August 6, 2010 issued by PEM to Desarrollos
Mineros San Luis, S.A. de C.V., as assigned to International Mineral Finance
S.a.r.l. by assignment agreement dated August 6, 2010. 

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- 13 - 

“Goldcorp Obligations” means
the obligations of the Obligors and others under the Goldcorp Indemnity
Agreement and the Goldcorp Security. 

“Goldcorp Security” means,
collectively, (i) the security interests granted by the Borrower to Goldcorp in
the SW/Borrower Secured Assets as security for the obligations of the Borrower
under the Goldcorp Indemnity Agreement, (ii) the security interests granted by
STB to Goldcorp in the SW/STB Secured Assets as security for the
obligations of STB under the Goldcorp Indemnity Agreement, (iii) the security
interests granted by PEM to Goldcorp in the SW/PEM Secured Assets as security
for the obligations of PEM under the Goldcorp Indemnity Agreement, (iv) the
security interests granted by the minority shareholders of PEM to Goldcorp in
the shares of PEM as security for the obligations of such minority shareholders
under or with respect to the Goldcorp Indemnity Agreement and (v) the security
interests to be granted by the Future Owners (as defined in the Goldcorp
Indemnity Agreement) in the present and future personal property of such Future
Owners other than the Excluded Collateral (as defined in the Goldcorp Indemnity
Agreement) as security for the obligations of such Future Owners under or in
respect of the Goldcorp Indemnity Agreement. 

“Goldcorp Silver Purchase
Guarantee” means the guarantee dated August 6, 2010 and entered into by
Goldcorp in favour of SWC and pursuant to which Goldcorp guaranteed certain of
the obligations of STB under the SLW Silver Purchase Agreement, as the same may
be amended, modified, supplemented or replaced from time to time. 

“Grey Fox Project” means the
exploration property owned by Primero Gold and located approximately four
kilometers south-east of the Black Fox Mine.

“Guarantees” means,
collectively, the guarantees to be entered into by each Obligor in favour of the
Administrative Agent for the benefit of the Finance Parties and, if applicable,
the Mexican Collateral Agent, in each case form and substance satisfactory to
the Administrative Agent, and pursuant to which each Obligor shall guarantee all
of the Secured Obligations of each other Obligor, as the same may be amended,
modified, supplemented or replaced from time to time. 

“Guarantors” means,
collectively, Primero Gold, San Anton Resource Corporation, Kings-San Anton,
S.A. de C.V., San Anton de las Minas, S.A. de C.V., San Anton del Oro, S.A. de
C.V., PEM, STB and PML and all other Material Subsidiaries of the Borrower
including those that become Guarantors pursuant to Section 11.2(o) . 

“Hazardous Materials” means any
waste or other substance that is hazardous, radioactive, toxic, a pollutant or a
contaminant, or that is regulated, listed, defined, designated, or classified,
or otherwise determined to be, as such under or pursuant to any Environmental
Law, including any mixture or solution thereof, and specifically including
petroleum and all derivatives thereof or synthetic substitutes thereof and asbestos or asbestos-containing
materials and cyanide or cyanide-containing compounds. 

Credit Agreement - Primero Mining 




- 14 -

“IFC” means the International
Finance Corporation. 

“IFC Environmental, Health and
Safety Guidelines for Mining” means the guidelines and standards relating to
the mining sector dated August 20, 2008, relevant and applicable to the Projects
from time to time. 

“IFC Environmental, Social, Health
and Safety Guidelines” means all environmental, social, health and safety
regulations, orders, standards, customs, policies, procedures, guidelines and
practices published by the IFC, relevant and applicable to the Projects from
time to time. 

“IFC Performance Standards”
means the environmental and social policies providing guidance on matters
relevant to the IFC’s operations, and any other environmental standards,
requirements and guidelines published by the IFC, relevant and applicable to the
Projects from time to time. 

“Indebtedness” of any Person
means, without duplication, all debts, liabilities and obligations of such
Person which would, in accordance with GAAP, be recorded as liabilities on the
consolidated balance sheet of such Person including, without limitation, (i)
indebtedness of such Person for borrowed money or for the deferred purchase
price of property and services, other than trade payables incurred in the
ordinary course of business and payable in accordance with customary practices,
(ii) other indebtedness of such Person which is evidenced by a note, bond,
debenture or similar instrument, (iii) obligations of such Person under any
Capital Lease, (iv) Purchase Money Indebtedness of such Person, (v)
reimbursement obligations of such person in respect of bankers’ acceptances;
(vi) contingent obligations of such Person in respect of any letter of credit,
bank guarantee or surety bond, (vii) to the extent accelerated, obligations of
any Person under any commodity hedging transaction, spot or forward foreign
exchange transaction, interest rate swap transaction, currency swap transaction,
forward rate transaction, rate cap transaction, rate floor transaction, rate
collar transaction, any other exchange or rate protection, any combination of
such transactions or any option with respect to any such transaction, and (viii)
the contingent obligations of such Person under any guarantee or other agreement
assuring payment of any obligations of any Person of the type described in the
foregoing clauses (i) to (vii); provided, however, that Indebtedness of any
Person shall exclude indebtedness of such Person which, at any and all times and
at the option of such Person, can be converted into shares of such Person. 

“Indemnified Parties” shall
have the meaning ascribed thereto in Section 8.5(a) . 

“Indemnified Liabilities” shall
have the meaning ascribed thereto in Section 8.5(a) . 

Credit Agreement - Primero Mining 




- 15 -

“Indebtedness Currency” shall
have the meaning ascribed thereto in Section 15.8(a) . 

“Individual Commitment” means,
with respect to a particular Lender, the amount set forth in Schedule B attached
hereto, as reduced or amended from time to time pursuant to, as applicable,
Sections 2.2, 2.3, 8.3 and 15.5 as the individual commitment of such Lender,
provided that, upon the termination of the Credit Facility pursuant to Section
2.4, the Individual Commitment of each Lender shall thereafter be equal to the
Individual Commitment of such Lender immediately prior to the termination of the
Credit Facility. 

“Intellectual Property” shall
mean all issued patents and patent applications, industrial design
registrations, trade-marks, registrations and applications therefor, trade-names
and styles, logos, copyright registrations and applications therefor, all of the
foregoing owned by or licensed to any Obligor and used in or necessary to the
operation of its business. 

“Intercreditor Agreement” means
the intercreditor agreement dated the date hereof between the Mexican Collateral
Agent, the Non-Mexican Proceeds Agent, the Administrative Agent, SWC and
Goldcorp, as acknowledged by each Obligor (other than Primero Gold), in form and
substance satisfactory to the Administrative Agent, and pursuant to which the
relative priorities of the Security, the SWC Security and the Goldcorp Security
and the priority of payment between the Secured Obligations and the SWC
Obligations and the Goldcorp Obligations are agreed upon.

“Intercreditor Documents” means
the Intercreditor Agreement and the Collateral Agency Agreement. 

“Interest Coverage Ratio”
means, at any particular time, the ratio of Rolling EBITDA at such time to
Rolling Interest Expenses at such time. 

“Interest Expenses” means, for
any particular period, the amount, expressed in United States dollars, which
would, in accordance with GAAP consistently applied, be classified on the
consolidated income statement of the Borrower (but excluding any Subsidiaries
which are not Guarantors) for such period as gross interest expenses.


“Interest Period” means, in the
case of any LIBOR Loan, the applicable period for which interest on such LIBOR
Loan shall be calculated pursuant to Article 7. 

“Investment” shall mean any
advance, loan, extension of credit or capital contribution to, purchase of
Shares, bonds, notes, debentures or other securities of, or any other investment
made in, any Person but shall exclude any Acquisition. The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity, or distributions or dividends paid, thereon and
shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to the fair value of such property at the time of
such Investment, as determined in good faith by the Borrower. 

Credit Agreement - Primero Mining




- 16 -

“Issuing Lender” means Bank of
  Montreal or any other Lender selected by the Administrative Agent and acceptable
  to the Borrower who assumes in writing the obligation of issuing Letters under
the Credit Facility on behalf of the Lenders. 

“Judgment Currency” shall have
the meaning ascribed thereto in Section 15.8(a) . 

“Judgment Conversion Date”
shall have the meaning ascribed thereto in Section 15.8(a)(ii) . 

“Lead Arranger” means BMO
Capital Markets. 

“Legal Requirement” means any
federal, state, local, provincial, municipal, foreign, international,
multinational or other administrative order, constitution, ordinance,
regulation, statute or treaty. 

“Lenders” means the individual
financial institutions set out and described in Schedule B, as amended from time
to time, and “Lender” means any of the Lenders. After the Credit Facility
Repayment Date, “Lender” shall mean each Person that was a Lender
immediately prior to the Credit Facility Repayment Date but only for so long as
such Person is a Qualified Cash Management Lender or Qualified Risk Management
Lender. 

“Letter Cash Collateral
Account” means a special purpose account to be established by the Borrower
with the Administrative Agent for the purposes set out in Section 13.3.


“Letters” means standby letters
of credit issued by the Issuing Lender at the request, and on the credit, of the
Borrower, each being denominated in United States dollars or Canadian dollars,
having a term of not more than one year, being renewable in the sole discretion
of the Issuing Lender, being issued to a named beneficiary acceptable to the
Issuing Lender and being otherwise in a form satisfactory to the Issuing Lender.


“LIBOR” means, with
respect to a particular Interest Period, the rate of interest per annum which
appears on page 3750 of the Telerate screen at approximately 11:00 a.m. (London
time) two London Business Days before the first day of such Interest Period; or
if such Telerate screen is not available, then the rate of interest per annum
which appears on LIBOR01 page of the Reuters screen at approximately 11:00 a.m.
(London time) two London Business Days before the first day of such Interest
Period; or if such LIBOR01 page is not available, then the rate of interest per
annum equal to the rate per annum which the Administrative Agent offers U.S.
dollar deposits to leading banks in the London interbank market at approximately
11:00 a.m. (London time), two London Business Days before the first day of such
Interest Period, for a period comparable to such Interest Period and in an amount
approximately equal to the amount of such LIBOR Loan. For the purposes of this
definition, “London Business Day” means a day on which dealings are
carried on in the London inter-bank market in respect of transactions in U.S.
dollars. 

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- 17 -

“LIBOR Loan” means monies lent
  by the Lenders to the Borrower in United States dollars and upon which interest
accrues at a rate referable to LIBOR. 

“Lien” means any deed of trust,
mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege,
vendor’s right of reclamation, security interest, deemed trust or encumbrance of
whatever kind or nature, regardless of form and whether consensual or arising by
operation of law (statutory or otherwise), that secures the payment of any
indebtedness or liability or the observance or performance of any obligation
(including any agreement to give any of the foregoing and any filing of or
agreement to give any financing statement under the PPSA or any similar action
under any similar law of any other jurisdiction). 

“Loans” means Prime Rate Loans,
BA Equivalent Loans, Base Rate Loans and LIBOR Loans. 

“Majority Lenders” (i) such
group of Lenders (and, if there is less than three Lenders, all of the Lenders)
whose Individual Commitments aggregate at least two-thirds of the Total
Commitment Amount at such time, and (ii) means, at any time following the Credit
Facility Repayment Date, such group of Finance Parties which have aggregate
Exposure in an amount at least two-thirds of the aggregate Exposure of all of
the Finance Parties at such time. 

“Material Adverse Change” means
any change of circumstances or event (or any Lender becoming aware of any facts
not previously disclosed or known) which, in the case of Section 12.2(d) of this
Agreement, the Lenders determine, and in each other case, the Majority Lenders
determine, is reasonably likely to have a Material Adverse Effect.

“Material Adverse Effect” means
a material adverse effect (or a series of adverse effects, none of which is
material in and of itself but which, cumulatively, result in a material adverse
effect) on:

	 	(a) 	
      the business, property, assets, liabilities or condition
      (financial or otherwise) of the Companies taken as a whole;

	 	 	 
	 	(b) 	
      the ability of any Obligor to perform its obligations
      under any Credit Document to which it is a party; or

	 	 	 
	 	(c) 	
      the ability of any Finance Party or the Mexican
      Collateral Agent to enforce its rights under any Credit
  Document.



Credit Agreement - Primero Mining 




- 18 - 

Notwithstanding the foregoing, normal course adverse price
fluctuations in the commodity markets shall not, in and of themselves, be deemed
to constitute a Material Adverse Effect. 

“Material Agreements” means, at
any particular time, those agreements set forth in Section 7 of the Perfection
Certificate. 

“Material Properties” means the
San Dimas Mine, the Black Fox Mine , the Grey Fox Project, the Cerro de
Gallo Project and the Ventanas Property. 

“Material Subsidiary” means any
direct or indirect Subsidiary of the Borrower: 

	 	(a) 	
      in respect of which the product obtained by multiplying
      (i) the percentage of the Shares of such Subsidiary directly or indirectly
      owned by the Borrower by (ii) the gross revenues of such Subsidiary for
      the most recently completed four Fiscal Quarters, is greater than
      $5,000,000; or

	 	 	 
	 	(b) 	
      in respect of which the product obtained by multiplying
      (i) the percentage of the Shares directly or indirectly owned by the
      Borrower by (ii) the book value of the assets of such Subsidiary as at the
      last day of the most recently completed fiscal quarter of such Subsidiary,
      is greater than $10,000,000; or

	 	 	 
	 	(c) 	
      which owns any direct or indirect interest in a Material
      Property; or

	 	 	 
	 	(d) 	
      which is a party to a Material Agreement (including but
      not limited to STB).



For certainty, a direct or indirect
Subsidiary of the Borrower that satisfies the criteria of paragraph (a), (b) or
(c) above, solely by being an intermediate holding company, shall nonetheless
constitute a “Material Subsidiary”.

“Maturity Date” means May 23,
2017, as the same may be extended from time to time pursuant to Section 9.2.


“Mexican Collateral” shall have
the meaning ascribed thereto in the Intercreditor Documents. 

“Mexican Collateral Agent”
means Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex,
División Fiduciaria, in its capacity as Mexican collateral agent appointed by
the Administrative Agent, Goldcorp and SLW pursuant to the Collateral Agency
Agreement to hold, for and on behalf of the Administrative Agent, Goldcorp and
SLW, the Mexican Collateral pursuant to the Mexican Collateral Documents. 

“Mexican Collateral Documents”
shall have the meaning ascribed thereto in the Intercreditor Documents. 

Credit Agreement - Primero Mining 




- 19 - 

“Mexico” means the United
Mexican States. 

“Mining Properties” means all
mining rights, claims, leases and concessions in connection with or in respect
of the Material Properties.

“Moody’s” means Moody’s
Investors Service, Inc. or any successor by merger or consolidation to its
business. 

“Net Cash Proceeds” means, with
respect to any Prepayment Trigger Event, the gross cash proceeds (including
payments from time to time in respect of instalment obligations, if any)
received by or on behalf of an Obligor in respect of such Prepayment Trigger
Event less the sum of: 

	 	(a) 	
      the amount, if any, of all Taxes paid or estimated to be
      payable by or on behalf of the Obligor in connection with such Prepayment
      Trigger Event; and

	 	 	 
	 	(b) 	
      reasonable and customary fees, commissions, expenses,
      issuance costs, deductibles, discounts and other costs paid by or on
      behalf of the Obligor in connection with such Prepayment Trigger
    Event.



“Net Income” means, for any
particular period, the amount, expressed in United States dollars, which would,
in accordance with GAAP, be classified on the consolidated income statement of
the Borrower (but excluding any Subsidiaries which are not Guarantors) for such
period as the net income of the Borrower excluding any extraordinary items. 

“Net Disposition Proceeds”
means, with respect to any Disposition, the gross proceeds received by or on
behalf of an Obligor in respect of such Disposition less the sum of: 

	 	(a) 	
      the amount, if any, of all Taxes paid or estimated to be
      payable by or on behalf of the Obligor in connection with such
      Disposition; and

	 	 	 
	 	(b) 	
      reasonable and customary fees, commissions, expenses,
      issuance costs, deductibles, discounts and other costs paid by or on
      behalf of the Obligor in connection with such
  Disposition.



“Non-BA Lender” shall have the
meaning ascribed thereto in Section 3.5. 

“Non-Mexican Collateral” shall
have the meaning ascribed thereto in the Intercreditor Documents. 

“Non-Mexican Proceeds Agent”
means Citi Trust Company Canada, in its capacity as agent to receive the
proceeds of all Non-Mexican Collateral for the purpose of distributing same to
the Administrative Agent, SLW and Goldcorp pursuant to the terms of the
Collateral Agency Agreement. 

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- 20 - 

“Obligors” means the Borrower
and the Guarantors and “Obligor” means any of the Obligors. 

“Official Body” means any
national, provincial, territorial, state or municipal government or government
of any political subdivision thereof, or any agency, authority, board, central
bank, monetary authority, commission, department or instrumentality thereof, or
any court, tribunal, grand jury, mediator, arbitrator or referee, whether
foreign or domestic. 

“Order” means an order,
judgment, injunction or other determination by an Official Body restricting
payment by the Issuing Lender under and in accordance with a Letter or extending
the Issuer Lender’s liability under a Letter beyond the expiration date stated
therein. 

“Other Capital Lease” means any
Capital Lease in respect of which the subject lessor

	 	(a) 	
      has no financial recourse to any Obligor; or

	 	 	 
	 	(b) 	
      has entered into a non-disturbance agreement in favour of
      the Administrative Agent or, if applicable, the Mexican Collateral Agent,
      in form and substance satisfactory to the Administrative
  Agent.



“Other Taxes” means all present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or under any
other Credit Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this agreement or any other Credit Document. 

“Participant” shall have the
meaning ascribed thereto pursuant to Section 15.5(b) . 

“Payment” shall have the
meaning ascribed thereto in Section 8.6(a) . 

“PEM” mean Primero Empresa
Minera, S.A. de C.V., a corporation incorporated under the laws of Mexico. 

“PEM Silver Purchase
Guarantees” means the guarantee of PEM in favour of SWC dated August 6, 2010
and pursuant to which PEM guaranteed the obligations of STB under the SLW Silver
Purchase Agreement, as the same may be amended, modified, supplemented or
replaced from time to time with the consent of the Lenders. 

“Perfection Certificate” means
the certificate of a senior officer of the Borrower, addressed to the
Administrative Agent or the Mexican Collateral Agent, as applicable, in form and
substance satisfactory to the Administrative Agent and pursuant to which certain
factual matters relating to the Companies and the Secured Assets are certified
true and correct, together with all schedules and exhibits attached thereto or referred to therein, as the same
may be updated from time to time pursuant to Sections 11.2(b), 11.2(o) and
11.2(p) . 

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“Permitted Acquisition” means
any Acquisition that satisfies each of the following conditions:

	 	(a) 	
      the entity or assets being acquired are in the mining
      industry, mineral exploration or mineral extraction;

	 	 	 
	 	(b) 	
      if the subject Acquisition is financed solely with Shares
      of the Borrower, the entity or assets being acquired are in a Permitted
      Jurisdiction, Brazil, Peru, Chile, Columbia, Guyana, Suriname or Uruguay
      and otherwise if the subject Acquisition is paid in whole or in part with
      cash or by way of an assumption of debt, the entity or assets being
      acquired are in a Permitted Jurisdiction, Chile, Brazil or Peru;

	 	 	 
	 	(c) 	
      no Default or Event of Default would have occurred and be
      continuing at the time of such Acquisition or would arise immediately
      after such Acquisition and as a result thereof;

	 	 	 
	 	(d) 	
      in the case of an Acquisition not financed solely by the
      issuance of Shares of the Borrower, (i) immediately after the Acquisition,
      the aggregate of Unrestricted Cash in Permitted Jurisdictions and
      Available Credit is no less than $25,000,000, (ii) after giving effect to
      the Acquisition, the Borrower would be in pro forma compliance with
      each of the financial covenants in Section 11.1 and the Borrower shall
      have delivered to the Administrative Agent a Compliance Certificate to
      such effect, (iii) the Acquisition is made pursuant to a negotiated
      agreement and (iv) the Borrower shall have delivered to the Administrative
      Agent information with respect to the acquired entity or the acquired
      assets, as the case may be, which any of the Lenders may reasonably
      require; and

	 	 	 
	 	(e) 	
      in the case of an Acquisition of an entity which becomes
      a direct or indirect Subsidiary of the Borrower, the Borrower shall have
      complied with Section 11.2(o).



“Permitted Capital
Reorganization” means any Capital Reorganization (i) that does not result in
any change in the combined direct and indirect percentage ownership interest of
the Borrower in any Obligor; (ii) notice of which (and reasonable details
thereof) has been provided by the Borrower to the Administrative Agent in
writing not later than ten Banking Days before its proposed completion date, and
(iii) where at the time of the delivery of the aforesaid notice by the Borrower
to the Administrative Agent, the Borrower delivers to the Administrative Agent
an officer’s certificate (A) certifying that the completion of the Capital
Reorganization will not have a Material Adverse Effect and (B) in which the
Borrower shall covenant to deliver or cause to be delivered to the
Administrative Agent or the Mexican Collateral Agent, as applicable, contemporaneously with the completion of any such Capital
Reorganization involving an Obligor, any Credit Documents and/or amendments
thereto, certificates, opinions and other things as the Administrative Agent or
the Mexican Collateral Agent may request to ensure the completion of such
Capital Reorganization shall not adversely affect any rights of any Finance
Party or, if applicable, the Mexican Collateral Agent under any Credit Document
and (iv) certifying that no Default or Event of Default has occurred and is
outstanding at the time of the completion of the Capital Reorganization or would
arise immediately upon giving effect thereto.

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“Permitted Corporate
  Reorganization” means any Corporate Reorganization (i) notice of which (and
  reasonable details thereof) has been provided by the Borrower to the
  Administrative Agent in writing not later than ten Banking Days before its
  proposed completion date, and (ii) the aforesaid notice by the Borrower to the
  Administrative Agent, the Borrower delivers to the Administrative Agent includes
  an officer’s certificate (A) certifying that the completion of the Corporate
  Reorganization will not have a Material Adverse Effect and (B) in which the
  Borrower shall covenant to deliver or cause to be delivered to the
  Administrative Agent or the Mexican Collateral Agent, as applicable,
  contemporaneously with the completion of such Corporate Reorganization involving
  an Obligor, any Credit Documents and/or amendments thereto, certificates,
  opinions and other things as the Administrative Agent or the Mexican Collateral
  Agent may request to ensure the completion of such Capital Reorganization shall
  not adversely affect any rights of any Finance Party or, if applicable, the
  Mexican Collateral Agent under any Credit Document and (iii) certifying that no
  Default or Event of Default has occurred and is outstanding at the time of the
  completion of the Corporate Reorganization or would arise immediately upon
giving effect thereto.

“Permitted Dispositions” means
any one or more of the following: 

	 	(a) 	
      Dispositions of inventory, product or produced or
      unprocessed minerals, metals or other mineral or extracted materials
      Disposed of in the ordinary course of business;

	 	 	 
	 	(b) 	
      Dispositions of worn out, unserviceable or obsolete
      equipment in the ordinary course of business;

	 	 	 
	 	(c) 	
      Dispositions of publicly traded securities Disposed of
      for their fair market value; and

	 	 	 
	 	(d) 	
      other Dispositions provided that the aggregate Net
      Disposition Proceeds of such Dispositions do not exceed $10,000,000 in any
      Fiscal Year (for the avoidance of doubt, such $10,000,000 threshold
      excludes the proceeds of any Permitted Dispositions referenced in
      paragraphs (a), (b) and (c) of this definition);in each case, further provided that a Disposition will be
deemed not to be a Permitted Disposition if (i) the asset Disposed of is an
asset of a Material Property (other than the Disposition of the Ventanas
Property to an Obligor and the Disposition of worn out, unserviceable or
obsolete equipment Disposed of in the ordinary course of business) or (ii) a
Default or Event of Default has occurred and is continuing at the time of such
Disposition or would arise immediately after such Disposition as a result
thereof. 



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“Permitted Indebtedness” means
any one or more of the following: 

	 	(a) 	
      the Secured Obligations;

	 	 	 
	 	(b) 	
      Indebtedness of the Obligors arising under Capital Leases
      and Purchase Money Indebtedness of the Obligors; provided that, at any
      particular time, the aggregate amount of such Indebtedness does not exceed
      $10,000,000;

	 	 	 
	 	(c) 	
      Indebtedness of the Obligors under Other Capital Leases
      provided that, at any particular time, the aggregate amount of such
      Indebtedness does not exceed $30,000,000 (for the avoidance of doubt, such
      amount being in excess to the amount referenced in paragraph (b),
      above);

	 	 	 
	 	(d) 	
      at all times that the Intercreditor Documents remain in
      full force and effect, Indebtedness of the Obligors existing at the date
      hereof including Indebtedness under the SLW Silver Purchase Agreement, the
      Borrower Silver Purchase Guarantee, the PEM Silver Purchase Guarantee and
      the Goldcorp Indemnity Agreement;

	 	 	 
	 	(e) 	
      vendor-take-back Indebtedness incurred pursuant to a
      Permitted Acquisition which has no recourse to any entity which has any
      direct or indirect ownership interest in the San Dimas Mine and where the
      recourse of such Indebtedness is limited to (i) the acquired assets, (ii)
      the acquired entity, or (iii) the relevant Obligor’s equity interest in
      the acquired entity, in each case provided that the Borrower has provided
      evidence satisfactory to the Lenders that (x) no Default or Event of
      default has occurred and is continuing at the time of or would arise as a
      result of the incurring of such Indebtedness and (y) the Borrower would be
      in compliance with all of the financial covenants in Section 11.1 on a
      pro forma basis after giving effect to the incurring of such
      Indebtedness;

	 	 	 
	 	(f) 	
      at all times that the Postponement and Subordination
      Undertaking remains in full force and effect, Indebtedness of the Obligors
      to any other Obligor or to any other Company;

	 	 	 
	 	(g) 	
      trade payables and other accrued liabilities of the
      Obligors incurred in the ordinary course of business and payable in
      accordance with customary practices;



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	 	(h) 	
      any other unsecured Indebtedness for borrowed money not
      referred to in clauses (a) to (l) above which does not have a maturity or
      any scheduled repayment due prior to the third anniversary of the Maturity
      Date, is otherwise on terms no more onerous than the Secured Obligations
      and does not aggregate more than $200,000,000; and

	 	 	 
	 	(i) 	
      an unsecured overdraft facility in the maximum amount of
      $10,000,000 obtain in the ordinary course of business;

	 	 	 
	 	(j) 	
      unsecured Risk Management Agreements with non-Lenders
      obtained in the ordinary course of business, including any guarantees
      given in relation to the same; provided that, at any particular time, the
      aggregate amount of such Indebtedness under such unsecured Risk Management
      Agreements does not exceed $10,000,000;

	 	 	 
	 	(k) 	
      at all times that the Sandstorm Subordination Agreement
      remains in full force and effect, Indebtedness of Primero Gold under the
      Sandstorm Gold Purchase Agreement; and

	 	 	 
	 	(l) 	
      any guarantee or indemnity in respect of Permitted
      Indebtedness;



in each case, provided that no Default
or Event of Default has occurred and is continuing at the time of the incurrence
of such Indebtedness or would arise immediately after the incurrence of such
Indebtedness. 

“Permitted Investments” means
any one or more of the following: 

	 	(a) 	
      Investments constituting Capital Expenditures;

	 	 	 
	 	(b) 	
      Investments in Cash;

	 	 	 
	 	(c) 	
      Investments financed by the issuance of shares of the
      Borrower;

	 	 	 
	 	(d) 	
      Investments by any Obligor in another Obligor;
  and

	 	 	 
	 	(e) 	
      other Investments in an aggregate amount not exceeding
      $10,000,000 at any time;



in each case, provided that no Default
or Event of Default has occurred and is continuing at the time of the Investment
or would arise immediately after the Investment. 

“Permitted Jurisdictions” means
Canada, the United States and Mexico and “Permitted Jurisdiction” means
any of the Permitted Jurisdictions. 

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“Permitted Liens” means any one
or more of the following with respect to the property and assets of the
Obligors:

	 	(a) 	
      the Security;

	 	 	 
	 	(b) 	
      for so long as the Intercreditor Documents remain in full
      force and effect, the SWC Security and the Goldcorp Security;

	 	 	 
	 	(c) 	
      Liens for taxes, assessments or governmental charges or
      levies not at the time due or delinquent or the validity of which are
      being contested in good faith by appropriate proceedings and as to which
      reserves are being maintained in accordance with GAAP;

	 	 	 
	 	(d) 	
      the Lien of any judgment rendered or the Lien of any
      claim filed which is being contested in good faith by appropriate
      proceedings and as to which reserves are being maintained in accordance
      with GAAP;

	 	 	 
	 	(e) 	
      Liens and charges incidental to construction or current
      operations which have not at such time been filed pursuant to law or which
      relate to obligations not due or delinquent or the validity of which are
      being contested in good faith by appropriate proceedings and as to which
      reserves are being maintained in accordance with GAAP;

	 	 	 
	 	(f) 	
      restrictions, easements, rights-of-way, servitudes or
      other similar rights in land granted to or reserved by other persons which
      in the aggregate do not materially impair the usefulness, in the operation
      of the business of any Obligor, of the property subject to such
      restrictions, easements, rights-of-way, servitudes or other similar rights
      in land granted to or reserved by other persons;

	 	 	 
	 	(g) 	
      the right reserved to or vested in any municipality or
      governmental or other public authority by the terms of any lease, licence,
      franchise, grant or permit acquired by any Obligor or by any statutory
      provision, to terminate any such lease, licence, franchise, grant or
      permit, or to require annual or other payments as a condition to the
      continuance thereof and any right of such municipality or government or
      other public authority in the event of failure to make such annual or
      other payments;

	 	 	 
	 	(h) 	
      the Lien resulting from the deposit of cash or securities
      (i) in connection with contracts, tenders or expropriation proceedings, or
      (ii) to secure workers’ compensation, surety or appeal bonds, letters of
      credit, costs of litigation when required by law and public and statutory
      obligations, or (iii) in connection with the discharge of Liens or claims
      incidental to construction and mechanics’, warehouseman’s, carriers’ and
      other similar liens or construction and mechanics' and other similar Liens
      arising in the ordinary course of business;



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- 26 - 

	 	(i) 	
      security given to a public utility or any municipality or
      governmental or other public authority when required by such utility or
      other authority in connection with the operations of any Obligor, all in
      the ordinary course of business;

	 	 	 
	 	(j) 	
      the restrictions, exceptions, reservations, limitations,
      provisos and conditions, if any, expressed in any original patents or
      grants from any Official Body, and any statutory and common law
      limitations, exceptions, reservations and qualifications;

	 	 	 
	 	(k) 	
      title defects or irregularities which are of a minor
      nature and in the aggregate will not materially impair the use of the
      property for the purpose for which it is held;

	 	 	 
	 	(l) 	
      applicable municipal and other governmental restrictions
      affecting the use of land or the nature of any structures which may be
      erected thereon, provided such restrictions have been complied with and
      will not materially impair the use of the property for the purpose for
      which it is held;

	 	 	 
	 	(m) 	
      Liens on minerals or the proceeds of sale of such
      minerals arising or granted pursuant to a processing or refining
      arrangement entered into in the ordinary course and upon usual market
      terms, securing the payment of any Obligor’s portion of the fees, costs
      and expenses attributable to the processing of such minerals under any
      such processing or refining arrangement, but only insofar as such Liens
      relate to obligations which are at such time not past due;

	 	 	 
	 	(n) 	
      Liens securing Indebtedness arising under clauses (b),
      (c), (d) and (k) of the definition of Permitted Indebtedness;
and

	 	 	 
	 	(o) 	
      the extension, renewal or refinancing of any Permitted
      Lien, provided that the amount so secured does not exceed the original
      amount secured immediately prior to such extension, renewal or refinancing
      and the Lien is not extended to any additional
property.



“Permitted Reorganizations”
means Permitted Corporate Reorganizations and Permitted Capital Reorganizations.


“Person” means any natural
person, corporation, firm, partnership, joint venture, joint stock company,
incorporated or unincorporated association, government, governmental agency or
any other entity, whether acting in an individual, fiduciary or other capacity.


“PML” means Primero Mining
Luxembourg, a société anonyme formed under the laws of Luxembourg. 

“Pollutant” means any
pollutant, as defined by EPA. 

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“Postponement and Subordination
Undertaking” means the postponement and subordination undertaking to be
entered into by certain Companies in favour of the Administrative Agent and, if
applicable, the Mexican Collateral Agent pursuant to Section 11.2(q), in form
and substance satisfactory to the Administrative Agent, as the same may be
amended, modified, supplemented or replaced from time to time. 

“PPSA” means the Personal
Property Security Act (British Columbia), as amended. 

“Primero Gold” means Primero
Gold Canada Inc. (formerly Brigus Gold Corp.), a corporation amalgamated under
the laws of Canada. 

“Prepayment Notice” shall have
the meaning ascribed thereto in Section 9.5. 

“Prepayment Trigger Event”
means the receipt by any Company of any insurance proceeds in excess of
$5,000,000 or the Exchange Equivalent thereof, where such proceeds or any
portion thereof have not been used or committed by such Company to repair or
replace the subject assets within six months of such Company’s receipt thereof.


“Prime Rate” means the higher
of the following: (i) the floating rate of interest announced from time to time
by the Administrative Agent as its reference rate then in effect for determining
rates of interest on Canadian dollar loans to its customers in Canada and
designated as its prime rate; and (ii) the thirty (30) day CDOR Rate plus one
percent (1%) per annum. Any change in the Prime Rate shall be effective on the
date the change becomes effective generally without the necessity for any
notice. 

“Prime Rate Loan” means monies
lent by the Lenders to the Borrower hereunder in Canadian dollars and upon which
interest accrues at a rate referrable to the Prime Rate. 

“Pro Rata Share” means, at any
particular time with respect to a particular Lender, the ratio of the Individual
Commitment of such Lender at such time to the aggregate of the Individual
Commitments of all of the Lenders at such time. 

“Proceeds of Realization” means
all cash and non-cash proceeds derived from any sale, disposition or other
realization of the Secured Assets or received from the Guarantors pursuant to
the Guarantees (i) after any notice being sent by the Administrative Agent to
the Borrower pursuant to Section 13.1 declaring all indebtedness of the Borrower
hereunder to be immediately due and payable, (ii) upon any dissolution,
liquidation, winding-up, reorganization, bankruptcy, insolvency or receivership
of any Obligor (or any other arrangement or marshalling of the Secured Assets
that is similar thereto) or (iii) upon the enforcement of, or any action taken
with respect to, the Guarantees or the Security Documents. For greater
certainty, insurance proceeds derived as a result of the loss or destruction of
any of the Secured Assets or cash or non-cash proceeds derived from any expropriation or other condemnation of any of
the Secured Assets shall not constitute Proceeds of Realization prior to the
Enforcement Date. 

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“Properties” means,
  collectively, all mines, all projects for the development of mines and all
exploration properties now or hereafter owned by the Obligors. 

“Purchase Money Indebtedness”
means Indebtedness assumed by any Obligor as part of, or issued or incurred by
such Obligor to pay or provide funds to pay, all or a part of the purchase price
of any property, goods, chattels or equipment hereafter or previously acquired
by such Obligor (including, without limitation, any title retention
arrangement). 

“Purchasing Lenders” shall have
the meaning ascribed thereto in Section 15.5(c) . 

“Qualified Affiliate” means an
Affiliate of a Lender who has executed and delivered to the Administrative Agent
an instrument of adhesion in the form set forth in Schedule J. 

“Qualified Cash Management
Lender” means any Person that enters into a Cash Management Agreement at a
time when such Person is a Lender. 

“Qualified Risk Management
Lender” means (x) any Person that enters into a Risk Management Agreement at
a time when such Person is a Lender or (y) any Qualified Affiliate that enters
into a Risk Management Agreement at a time when the Lender with which such
Qualified Affiliate is affiliated is a Lender. 

“Receiver” means a receiver,
receiver and manager or other Person having similar powers or authority
appointed by the Administrative Agent or, if applicable, the Mexican Collateral
Agent or by a court at the instance of the Administrative Agent or, if
applicable, the Mexican Collateral Agent in respect of the Secured Assets or any
part thereof. 

“Release” means any spilling,
leaking, emitting, discharging, depositing, escaping, leaching, dumping or other
releasing into the Environment, whether intentional or unintentional. 

“Relevant Taxes” shall have the
meaning ascribed thereto in Section 8.6(g) . 

“Reporting Date” means the
45th day following the last day of any of the first three Fiscal
Quarters of a Fiscal Year or the 90th day following the last day of a
Fiscal Year. 

“Restraint” shall have the
meaning ascribed thereto in Section 8.2(a) . 

“Restricted Payment”
means:

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- 29 - 

	 	(a) 	
      the declaration, payment or setting aside for payment of
      any dividend or other distribution on or in respect of any shares in the
      capital of the Borrower, other than a dividend declared, paid or set aside
      for payment by the Borrower which is payable in shares of the
    Borrower;

	 	 	 
	 	(b) 	
      the payment or setting aside for payment of any amount in
      consideration of the redemption, retraction, purchase, retirement or other
      acquisition, in whole or in part, of any shares in the capital of the
      Borrower or any securities, instruments or contractual rights capable of
      being converted into, exchanged or exercised for shares in the capital of
      the Borrower, including, without limitation, options, warrants, conversion
      or exchange privileges and similar rights; or

	 	 	 
	 	(c) 	
      the payment or prepayment of interest or the repayment or
      prepayment of principal with respect to any Indebtedness of the Borrower
      which is postponed in right of payment to the Secured Obligations
      (including, for certainty, under or in connection with the Postponement
      and Subordination Undertaking).



“Risk Management Agreement”
means any present or future agreement which evidences any gold, silver or
other commodity hedging transaction, spot or forward foreign exchange
transaction, interest rate swap transaction, currency swap transaction, forward
rate transaction, rate cap transaction, rate floor transaction, rate collar
transaction, and any other exchange or rate protection transaction, any
combination of such transactions or any option with respect to any such
transaction entered into by any Obligor. 

“Rolling EBITDA” means: 

	 	(a) 	
      for the Fiscal Quarter ending June 30, 2014, EBITDA for
      such Fiscal Quarter multiplied by four;

	 	 	 
	 	(b) 	
      for the Fiscal Quarter ending September 30, 2014, the
      aggregate amount of EBITDA for such Fiscal Quarter and for the immediately
      preceding Fiscal Quarter multiplied by two;

	 	 	 
	 	(c) 	
      for the Fiscal Quarter ending December 31, 2014, the
      aggregate amount of EBITDA for such Fiscal Quarter and for the two
      immediately preceding Fiscal Quarters multiplied by 4/3; and

	 	 	 
	 	(d) 	
      for each Fiscal Quarter thereafter, the aggregate amount
      of EBITDA for such Fiscal Quarter and for the three immediately preceding
      Fiscal Quarters.



“Rolling Interest Expenses”
means: 

	 	(a) 	
      for the Fiscal Quarter ending June 30, 2014, Interest
      Expenses for such Fiscal Quarter multiplied by
four;



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	 	(b) 	
      for the Fiscal Quarter ending September 30, 2014, the
      aggregate amount of Interest Expenses for such Fiscal Quarter and for the
      immediately preceding Fiscal Quarter multiplied by two;

	 	 	 
	 	(c) 	
      for the Fiscal Quarter ending December 31, 2014, the
      aggregate amount of Interest Expenses for such Fiscal Quarter and for the
      two immediately preceding Fiscal Quarters multiplied by 4/3; and

	 	 	 
	 	(d) 	
      for each Fiscal Quarter thereafter, the aggregate amount
      of Interest Expenses for such Fiscal Quarter and for the three immediately
      preceding Fiscal Quarters.



“Rollover Notice” shall have
the meaning ascribed thereto in Section 5.3. 

“Royalties” means: 

	 	(a) 	
      the 4% net smelter royalty with respect to the San Anton
      (T-205335) concession payable to the Mexican Geological Service;
  and

	 	 	 
	 	(b) 	
      the 3% net smelter royalty with respect to the La
      Libertad (T-198427), Nuevo San Anton (T-208424), El Cipres (T-210168), Ave
      de Gracia (T- 216707) and Dolores (T-220992) concessions payable to
      Corporacion Turistica Sanluis, S.A. de C.V.



“S&P” means Standard &
Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, and its successors. 

“San Dimas Mine” means the
mining operations located approximately 125 kilometres northeast of Mazatlan,
Sinaloa, Mexico and approximately 150 kilometres west of Durango, Durango,
Mexico and owned and operated by PEM. 

“Sandstorm” means Sandstorm
Gold Ltd. (formerly Sandstorm Resources Ltd.). 

“Sandstorm Gold Purchase Agreement”
means the gold purchase agreement in respect of the Black Fox Mine dated
November 9, 2010 between Primero Gold and Sandstorm Gold Ltd. 

“Sandstorm Subordination
Agreement” means the subordination agreement dated May 23, 2014 entered into
between Sandstorm and the Administrative Agent, as acknowledged by Primero Gold
pursuant to which Sandstorm subordinates the Project Charge (as defined in the
Sandstorm Gold Purchase Agreement) to the Administrative Agent’s Security over
Primero Gold’s assets. 

“Schedule I Lenders” means
Lenders which are listed in Schedule I to the Bank Act (Canada). 

“Schedule II Lenders” means
Lenders which are listed in Schedule II to the Bank Act (Canada). 

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- 31 - 

“Schedule III Lenders” means
Lenders which are listed in Schedule III to the Bank Act (Canada).


“Secured Assets” means: 

	 	(a) 	
      all of the present and future assets, property and
      undertaking of the Obligors; and

	 	 	 
	 	(b) 	
      any and all proceeds of any of the
  foregoing.



“Secured Obligations” shall
mean all indebtedness, obligations and liabilities, present or future, absolute
or contingent, matured or not, at any time owing by the Obligors to the Finance
Parties or the Mexican Collateral Agent, or remaining unpaid to the Finance
Parties, under or in connection with the Finance Documents and Secured
Obligations of a particular Obligor shall mean all indebtedness, obligations and
liabilities, present or future, absolute or contingent, matured or not, at any
time owing by such Obligor to the Finance Parties or the Mexican Collateral
Agent, or remaining unpaid to the Finance Parties or the Mexican Collateral
Agent, under or in connection with the Finance Documents to which such Obligor
is a party. For certainty, “Secured Obligations” shall include interest
accruing subsequent to the filing of, or which would have accrued but for the
filing of, a petition for bankruptcy, in accordance with and at the rate
(including any rate applicable upon any Default or Event of Default to the
extent lawful) specified herein, whether or not such interest is an allowable
claim in such bankruptcy proceeding. 

“Security” means the collateral
security constituted by the Security Documents. 

“Security Documents” means the
security documents described in Schedule I hereto as well as any other security
documents granted from time to time by any Obligor in favour of the
Administrative Agent or the Mexican Collateral Agent, as applicable, to secure
all or any part of the Secured Obligations. 

“Senior Net Debt” means that
portion of Total Net Debt which ranks pari passu with or in priority to the
Secured Obligations. 

“Senior Net Debt Leverage
Ratio” means, at any particular time, the ratio of Senior Net Debt at such
time to Rolling EBITDA at such time. 

“Share Purchase Agreement”
means the share purchase agreement dated July 29, 2010 pursuant to which the
Borrower bought the shares of STB from Goldcorp Silver (Barbados) Ltd. (as may
be amended from time to time with the consent of the Majority Lenders).


“Shares”, as applied to the
shares of any corporation or other entity, means the shares or other ownership
interests of every class whether now or hereafter authorized, regardless of
whether such shares or other ownership interests shall be limited to a fixed sum
or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or winding-up
of such corporation or other entity. 

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“SLW” means Silver Wheaton
  Corp., a corporation incorporated under the laws of the Province of Ontario.


“SLW Silver Purchase Agreement”
means the second amended and restated silver purchase agreement effective
August 6, 2010 between STB, SWC, the Borrower and SLW, as the same may be
amended, modified, supplemented or replaced from time to time with the consent
of the Lenders. 

“STB” means Silver Trading
(Barbados) Limited, a corporation incorporated under the laws of Barbados. 

“Subsidiary” means, with
respect to any Person, any corporation, company or other similar business entity
(including, for greater certainty, a chartered bank) of which more than fifty
per cent (50%) of the outstanding Shares or other equity interests (in the case
of Persons other than corporations) having ordinary voting power to elect a
majority of the board of directors or the equivalent thereof of such
corporation, company or similar business entity (irrespective of whether at the
time Shares of any other class or classes of the Shares of such corporation,
company or similar business entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person. 

“Subsidiary Notice” shall have
the meaning ascribed thereto in Section 11.2(o) . 

“SW/Borrower Secured Assets”
means all of the present and after acquired property of the Borrower other than
Excluded Collateral (as defined in the SLW Silver Purchase Agreement). 

“SWC” means Silver Wheaton
(Caymans) Ltd., a corporation incorporated under the laws of the Cayman Islands.


“SWC Obligations” means the
obligations of the Obligors and others under the SLW Silver Purchase Agreement,
the Borrower Silver Purchase Guarantee, the PEM Silver Purchase Guarantee and
the SWC Security. 

“SWC Security” means,
collectively, (i) the security interests granted by STB to SWC in the SW/STB
Secured Assets as security for the obligations of STB under the SLW Silver
Purchase Agreement, (ii) the security interests granted by the Borrower to SWC
in the SW/Borrower Secured Assets as security for the obligations of the
Borrower under the Borrower Silver Purchase Guarantee, (iii) the security
interests granted by PEM to SWC in the SW/PEM Secured Assets as security for the
obligations of PEM under the PEM Silver Purchase Guarantee, (iv) the security
interests granted by the minority shareholders of PEM to SWC in the shares of PEM as security for the obligations of such
minority shareholders under or with respect to the SLW Silver Purchase Agreement
and (v) the security interests to be granted by the Future Owners (as defined in
the SLW Silver Purchase Agreement) in the present and future personal property
of such Future Owners other than the Excluded Collateral (as defined in the SLW
Silver Purchase Agreement) as security for the obligations of such Future Owners
under or in respect of the SLW Silver Purchase Agreement. 

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“SWC Subsidiary Debtors” means
  the following debtors under the SLW Silver Purchase Agreement and their
  respective successors and permitted assigns: PEM, Primero Compania Minera, S.A.
  de C.V., Primero Servicios Mineros, S.A. de C.V., Eduardo Luna (minority
shareholder), STB and PML.

“SW/PEM Secured Assets” means
all of the present and after acquired property of PEM other than Excluded
Collateral (as defined in the SLW Silver Purchase Agreement). 

“SW/STB Secured Assets” means
all of the present and after acquired personal property of STB other than
Excluded Collateral (as defined in the SLW Silver Purchase Agreement). 

“Tangible Net Worth” means, at
any particular time, the amount of Equity at such time less the aggregate of the
amounts at such time, expressed in United States dollars, which would, in
accordance with GAAP, be classified upon the consolidated balance sheet of the
Borrower (but excluding any Subsidiaries which are not Guarantors) as goodwill
and other intangible assets (measured at their book value). 

“Tax Act” means the Income
Tax Act (Canada), as amended from time to time, and regulations promulgated
thereunder. 

“Taxes” means all taxes,
royalties, assessments, fees, rates, levies, imposts, deductions, dues, duties
and other charges of any nature, including any interest, fines, penalties or
other liabilities with respect thereto, imposed, levied, collected, withheld or
assessed by any Official Body (including a federal, state, provincial,
territorial, municipal or foreign Official Body), and whether disputed or not.


“Total Commitment Amount”
means, at any particular time, the aggregate of the Individual Commitments
of all of the Lenders at such time. 

“Total Net Debt” means, at any
particular time, the aggregate Indebtedness of the Borrower, calculated on a
consolidated basis but excluding any Subsidiaries which are not Guarantors, at
such time less the aggregate of (i) all Unrestricted Cash of the Obligors held
in a Permitted Jurisdiction at such time and (ii) any such Indebtedness for
which the holder thereof has no recourse to any of the Obligors. 

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“Total Net Debt Leverage
Ratio” means, at any particular time, the ratio of Total Net Debt at such
time to Rolling EBITDA at such time. 

“Transferee” shall have the
meaning ascribed thereto in Section 15.5(d) . 

“Unrestricted Cash” means Cash
other than Cash held in reserve to satisfy any liabilities, contingent or
otherwise. 

“U.S.” and “United
States” means the United States of America. 

“U.S. Dollar Equivalent” means
the relevant Exchange Equivalent in United States dollars of any amount of
Canadian dollars. 

“Ventanas Property” means the
exploration property located in the Ventanas Mining District or southern part of
the San Dimas District along the western flank of the Sierra Madre Occidental
mountain range in Durango State, Mexico, composed of 23 near-contiguous mining
concessions covering approximately 3,470 hectares or 35 square kilometres that
are centered near coordinates 23°54‘06”N latitude and 105°44‘58”W longitude,
near the border of Sinaloa and Durango states and 120 kilometres west of the
city of Durango, the capital of Durango State. 

“Waste” means any waste, as
defined by EPA.

	1.2 	
      Other Usages



References to “this agreement”,
“the agreement”, “hereof”, “herein”, “hereto” and like references refer to this
agreement and not to any particular Article, Section or other subdivision of
this agreement. Any references herein to any agreements or documents shall mean
such agreements or documents as amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms hereof and thereof. 

	1.3 	
      Plural and Singular



Where the context so requires,
words importing the singular number shall include the plural and vice versa.


	1.4 	
      Headings



The division of this agreement
into Articles and Sections and the insertion of headings in this agreement are
for convenience of reference only and shall not affect the construction or
interpretation of this agreement. 

	1.5 	
      Currency



Unless otherwise specified
herein, all statements of or references to dollar amounts in this agreement
shall mean lawful money of the United States. 

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	1.6 	
      Applicable Law



This agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein. Any legal action or proceeding with
respect to this agreement may be brought in the courts of the Province of
Ontario and, by execution and delivery of this agreement, the parties hereby
accept for themselves and in respect of their property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each
party irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party to the
address prescribed by Section 15.1, such service to become effective five
Banking Days after such mailing. Nothing herein shall limit the right of any
party to serve process in any manner permitted by law or to commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction. 

	1.7 	
      Time of the Essence



Time shall in all respects be of
the essence of this agreement. 

	1.8 	
      Non-Banking Days



Subject to Section 7.4(c),
whenever any payment to be made hereunder shall be stated to be due or any
action to be taken hereunder shall be stated to be required to be taken on a day
other than a Banking Day, such payment shall be made or such action shall be
taken on the next succeeding Banking Day and, in the case of the payment of any
amount, the extension of time shall be included for the purposes of computation
of interest, if any, thereon. 

	1.9 	
      Consents and Approvals



Whenever the consent or approval
of a party hereto is required in a particular circumstance, unless otherwise
expressly provided for therein, such consent or approval shall not be
unreasonably withheld or delayed by such party. 

	1.10 	
      Amount of Credit



Any reference herein to the
“amount of credit outstanding” or “outstanding amount of credit” or any similar
phrase shall mean, at any particular time: 

	 	(a) 	
      in the case of a Prime Rate Loan or a BA Equivalent Loan,
      the U.S. Dollar Equivalent of the principal amount thereof;

	 	 	 
	 	(b) 	
      in the case of a Bankers’ Acceptance, the U.S. Dollar
      Equivalent of the face amount of the Bankers’ Acceptance;

	 	 	 
	 	(c) 	
      in the case of a Base Rate Loan or a LIBOR Loan, the
      principal amount thereof;

	 	 	 
	 	(d) 	
      in the case of a Letter denominated in Canadian dollars,
      the U.S. Dollar Equivalent of the contingent liability of the Issuing
      Lender thereunder at such time; and

	 	 	 
	 	(e) 	
      in the case of a Letter denominated in United States
      dollars, the contingent liability of the Issuing Lender thereunder at such
      time.



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	1.11 	
      Schedules



Each and every one of the
schedules which is referred to in this agreement and attached to this agreement
shall form a part of this agreement. 

	1.12 	
      Extension of Credit



For the purposes hereof, each
drawdown, rollover and conversion shall be deemed to be an extension of credit
to the Borrower hereunder. 

	1.13 	
      Accounting Terms – GAAP



All accounting terms not
specifically defined in this agreement shall be interpreted in accordance with
GAAP. 

	1.14 	
      Change in Accounting
Polices



Whereas the Borrower may adopt
new accounting policies from time to time, whereby such adoption is compelled by
accounting or regulatory bodies having jurisdiction or at its own discretion,
and whereas these accounting changes may result in a material change in the
calculation of the financial covenants or financial covenant thresholds or terms
used in this agreement or any other Credit Document, then the Borrower, the
Administrative Agent and the Lenders agree to enter into good faith negotiations
in order to amend such provisions of this agreement or such Credit Document, as
applicable, so as to equitably reflect such accounting changes with the desired
result that the criteria for evaluating the Borrower’s financial condition,
financial covenants, financial covenant thresholds or terms used in this
agreement or any other Credit Document shall be the same after such accounting
changes as if such accounting changes had not been made; provided, however, that
the agreement of the Majority Lenders to any required amendments of such
provisions shall be sufficient to bind all Lenders. If the Borrower and the
Majority Lenders cannot agree upon the required amendments immediately prior to
the date of implementation of any accounting policy change, then all
calculations of financial covenants, financial covenant thresholds or terms used
in this agreement or any other Credit Document shall be prepared and delivered
without reflecting the accounting policy change. 

	1.15 	
      Paramountcy



In the event of any conflict or
inconsistency between the provisions of this agreement and the provisions of the
Intercreditor Documents, the provisions of the Intercreditor Documents shall
prevail and be paramount. If any covenant, representation, warranty or event of
default contained in any other Security Document or Finance Document (other than
the Intercreditor Documents) is in conflict with or is inconsistent with a
provision of this agreement relating to the same specific matter, such covenant,
representation, warranty or event of default shall be deemed to be amended to
the extent necessary to ensure that it is not in conflict with or inconsistent
with the provision of this agreement relating to the same specific matter.

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ARTICLE 2 
CREDIT FACILITY 

	2.1 	
      Establishment of Credit
Facility



Subject to the terms and
conditions hereof, the Lenders hereby establish in favour of the Borrower a
revolving term credit facility (the “Credit Facility”) in an amount equal
to the Credit Limit (as such amount may be reduced from time to time).

	2.2 	
      Lenders’ Commitments



Subject to the terms and
conditions hereof, the Lenders agree to extend credit to the Borrower from time
to time provided that the aggregate amount of credit extended by each Lender
shall not at any time exceed the Individual Commitment of such Lender and
further provided that the aggregate amount of credit outstanding shall not at
any time exceed the amount of the Credit Limit. All credit requested shall be
made available to the Borrower contemporaneously by all of the Lenders. Each
Lender shall provide to the Borrower its Pro Rata Share of each credit, whether
such credit is extended by way of drawdown, rollover or conversion. No Lender
shall be responsible for any default by any other Lender in its obligation to
provide its Pro Rata Share of any credit nor shall the Individual Commitment of
any Lender be increased as a result of any such default of another Lender in
extending credit hereunder. The failure of any Lender to make available to the
Borrower its Pro Rata Share of any credit shall not relieve any other Lender of
its obligation hereunder to make available to the Borrower its Pro Rata Share of
such credit. 

	2.3 	
      Reduction of Credit Limit



The Borrower may, from time to
time and at any time, by notice in writing to the Administrative Agent,
permanently reduce the amount of the Credit Limit in whole or in part to the
extent the Credit Facility is not being utilized at the time such notice is
given, provided that such reduction shall not become effective until five
Banking Days after such notice has been given. The amount of the Credit Limit
will be permanently reduced with respect to repayment or prepayment made in
accordance with Section 9.1 or 9.4. The Credit Limit shall also be permanently
reduced, at the time of any Prepayment Trigger Event, by the amount, if any, of
the Net Cash Proceeds not deployed by the Borrower as a mandatory prepayment
under the Credit Facility pursuant to Section 9.4. Any repayment or prepayment
of credit outstanding under the Credit Facility (other than as set forth above)
shall not cause a reduction in the amount of the Credit Limit. Any repayment of
outstanding credit which forms part of any conversion from one type of credit to
another type of credit under Article 3 or Article 6 or of any rollover under
Article 5 shall not cause any reduction in the amount of the Credit Limit. Upon
any reduction of the amount of the Credit Limit, the Individual Commitment of
each Lender shall thereupon be reduced by an amount equal to such Lender’s Pro
Rata Share of such reduction of the amount of the Credit Limit.

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	2.4 	
      Termination of Credit
Facility




	 	(a) 	
      The Credit Facility shall terminate upon the earliest to
      occur of:




	 	(i) 	
      the termination of the Credit Facility in accordance with
      Section 13.1;

	 	 	 
	 	(ii) 	
      the date on which the amount of the Credit Limit has been
      permanently reduced to zero pursuant to Section 2.3; and

	 	 	 
	 	(iii) 	
      the Maturity Date.




	 	(b) 	
      Upon the termination of the Credit Facility, the right of
      the Borrower to obtain any credit hereunder and all of the obligations of
      the Lenders to extend credit hereunder shall automatically
    terminate.



ARTICLE 3 
GENERAL PROVISIONS RELATING TO
CREDITS 

	3.1 	
      Types of Credit Availments



Subject to the terms and
conditions hereof the Borrower may obtain credit from the Lenders through the
Branch of Account by way of one or more Prime Rate Loans, BA Equivalent Loans,
Bankers’ Acceptances, Base Rate Loans, LIBOR Loans and Letters. Any extension of
credit hereunder by way of drawdown of LIBOR Loans shall be in the amount of at
least $1,000,000. Any extension of credit hereunder by way of drawdown of
Bankers’ Acceptances or BA Equivalent Loans shall be in the amount of at least
Cdn.$1,000,000 or an integral multiple of Cdn.$100,000 in excess thereof and, in
determining a Lender’s Pro Rata Share of outstanding Bankers’ Acceptances or BA
Equivalent Loans, the Administrative Agent shall be entitled, in its sole
discretion and notwithstanding any other provision hereof, to increase or
decrease the face amount of any Bankers’ Acceptance or the principal amount of
any BA Equivalent Loan to the nearest Cdn.$100,000. The aggregate face amount of
all outstanding Letters shall not at any time exceed $25,000,000. 

	3.2 	
      Funding of Loans



Each Lender shall make available
to the Administrative Agent its Pro Rata Share of the principal amount of each
Loan prior to 11:00 a.m. (Toronto time) on the date of the extension of credit.
The Administrative Agent shall, upon fulfilment by the Borrower of the terms and
conditions set forth in Article 12 and unless otherwise irrevocably authorized
and directed in the Drawdown Notice, make such funds available to the Borrower
on the date of the extension of credit by crediting the relevant Designated
Account (or causing such account to be credited). Unless the Administrative
Agent has been notified by a Lender at least one Banking Day prior to the date
of the extension of credit that such Lender will not make available to the
Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent
may assume that such Lender has made such portion of the Loan available to the
Administrative Agent on the date of the extension of credit in accordance with
the provisions hereof and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If the Administrative Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the
Loan available to the Administrative Agent, such Lender agrees to pay to the
Administrative Agent, forthwith on demand, such Lender’s Pro Rata Share of the
Loan and all reasonable costs and expenses incurred by the Administrative Agent
in connection therewith together with interest thereon at the then prevailing
interbank rate for each day from the date such amount is made available to the
Borrower until the date such amount is paid or repaid to the Administrative
Agent; provided, however, that notwithstanding such obligation, if such Lender
fails so to pay, the Borrower shall, without prejudice to any rights that the
Borrower might have against such Lender, repay such amount to the Administrative
Agent forthwith after demand therefor by the Administrative Agent. The amount
payable by each Lender to the Administrative Agent pursuant hereto shall be set
forth in a certificate delivered by the Administrative Agent to such Lender and
the Borrower (which certificate shall contain reasonable details of how the
amount payable is calculated) and shall constitute prima facie evidence
of such amount payable. If such Lender makes the payment to the Administrative
Agent required herein, the amount so paid shall constitute such Lender’s Pro
Rata Share of the Loan for purposes of this agreement and shall entitle the
Lender to all rights and remedies against the Borrower in respect of such Loan. 

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	3.3 	
      Failure of Lender to Fund
Loan



If any Lender (a “Defaulting
Lender”) fails to make available to the Administrative Agent its Pro Rata
Share of any Loan as required and the Administrative Agent has not funded
pursuant to Section 3.2, the Administrative Agent shall forthwith give notice of
such failure by such Defaulting Lender to the Borrower and the other Lenders and
such notice shall state that any Lender may make available to the Administrative
Agent all or any portion of the Defaulting Lender’s Pro Rata Share of such Loan
(but in no way shall any other Lender or the Administrative Agent be obliged to
do so) in the place and stead of the Defaulting Lender. If more than one Lender
gives notice that it is prepared to make funds available in the place and stead
of a Defaulting Lender in such circumstances and the aggregate of the funds
which such Lenders (herein collectively called the “Contributing Lenders”
and individually called the “Contributing Lender”) are prepared to make
available exceeds the amount of the advance which the Defaulting Lender failed
to make, then each Contributing Lender shall be deemed to have given notice that
it is prepared to make available its pro rata share of such advance based
on the Contributing Lenders’ relative commitments to advance in such
circumstances. If any Contributing Lender makes funds available in the place and
stead of a Defaulting Lender in such circumstances, then the Defaulting Lender
shall pay to any Contributing Lender making the funds available in its place and
stead, forthwith on demand, any amount advanced on its behalf together with
interest thereon at the then prevailing interbank rate for each day from the
date of advance to the date of payment, against payment by the Contributing
Lender making the funds available of all interest received in respect of the
Loan from the Borrower. In addition to interest as aforesaid, the Borrower shall
pay all amounts owing by the Borrower to the Defaulting Lender hereunder (with
respect to the amounts advanced by the Contributing Lenders on behalf of the
Defaulting Lender) to the Contributing Lenders until such time as the Defaulting
Lender pays to the Administrative Agent for the Contributing Lenders all amounts
advanced by the Contributing Lenders on behalf of the Defaulting Lender.

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	3.4 	
      Funding of Bankers’
Acceptances.




	 	(a) 	
      If the Administrative Agent receives from the Borrower a
      Drawdown Notice, Rollover Notice or Conversion Notice requesting a
      drawdown of, a rollover of or a conversion into Bankers’ Acceptances, the
      Administrative Agent shall notify each of the Lenders prior to 11:00 a.m.
      (Toronto time) on the second Banking Day prior to the date of such
      extension of credit of such request and of each Lender’s Pro Rata Share of
      such extension of credit. The Administrative Agent shall also at such time
      notify the Borrower of each Lender’s Pro Rata Share of such extension of
      credit. Each Lender shall, not later than 11:00 a.m. (Toronto time) on the
      date of each extension of credit by way of Bankers’ Acceptance, accept
      drafts of the Borrower which are presented to it for acceptance and which
      have an aggregate face amount equal to such Lender’s Pro Rata Share of the
      total extension of credit being made available by way of Bankers’
      Acceptances on such date, as advised by the Administrative Agent. Each
      Lender shall purchase the Bankers’ Acceptances which it has accepted for a
      purchase price equal to the BA Discounted Proceeds therefor. Each Lender
      may at any time and from time to time hold, sell, rediscount or otherwise
      dispose of any and all Bankers’ Acceptances accepted and purchased by
      it.

	 	 	 
	 	(b) 	
      The Borrower shall provide for payment to the accepting
      Lenders of the face amount of each Bankers’ Acceptance at its maturity,
      either by payment of such amount or through an extension of credit
      hereunder or through a combination of both. The Borrower hereby waives
      presentment for payment of Bankers’ Acceptances by the Lenders and any
      defence to payment of amounts due to a Lender in respect of a Bankers’
      Acceptance which might exist by reason of such Bankers’ Acceptance being
      held at maturity by the Lender which accepted it and agrees not to claim
      from such Lenders any days of grace for the payment at maturity of
      Bankers’ Acceptances.

	 	 	 
	 	(c) 	
      In the case of a drawdown by way of Bankers’ Acceptance,
      each Lender shall, forthwith after the acceptance of drafts of the
      Borrower as aforesaid, make available to the Administrative Agent the BA
      Proceeds with respect to the Bankers’ Acceptances accepted by it. The
      Administrative Agent shall, upon fulfilment by the Borrower of the terms
      and conditions set forth in Article 12, make such BA Proceeds available to
      the Borrower on the date of such extension of credit by crediting the
      relevant Designated Account. In the case of a rollover of or conversion
      into Bankers’ Acceptances, each Lender shall retain the Bankers’
      Acceptance accepted by it and shall not be required to make any funds
      available to the Administrative Agent for deposit to the relevant
      Designated Account; however, forthwith after the acceptance of drafts of
      the Borrower as aforesaid, the Borrower shall pay to the Administrative
      Agent on behalf of such Lenders an amount equal to the aggregate amount of
      the BA Acceptance Fees in respect of such Bankers’ Acceptances plus the
      amount by which the aggregate face amount of such Bankers’ Acceptances
      exceeds the aggregate BA Discounted Proceeds with respect
  thereto.



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	 	(d) 	
      Any Bankers’ Acceptance may, at the option of the
      Borrower, be executed in advance by or on behalf of the Borrower (as
      otherwise provided herein), by mechanically reproduced or facsimile
      signatures of any two officers of the Borrower who are properly so
      designated and authorized by the Borrower from time to time. Any Bankers’
      Acceptance so executed and delivered by the Borrower to the Lenders shall
      be valid and shall bind the Borrower and may be dealt with by the Lenders
      to all intents and purposes as if the Bankers’ Acceptance had been signed
      in the executing officers’ own handwriting.

	 	 	 
	 	(e) 	
      The Borrower shall notify the Lenders as to those
      officers whose signatures may be reproduced and used to execute Bankers’
      Acceptances in the manner provided in Section 3.4(d). Bankers’ Acceptances
      with the mechanically reproduced or facsimile signatures of designated
      officers may be used by the Lenders and shall continue to be valid,
      notwithstanding the death, termination of employment or termination of
      authorization of either or both of such officers or any other circumstance
      until such time as the Borrower shall otherwise notify the
  Lenders.

	 	 	 
	 	(f) 	
      The Borrower hereby indemnifies and agrees to hold
      harmless the Lenders against and from all losses, damages, expenses and
      other liabilities caused by or attributable to the use of the mechanically
      reproduced or facsimile signature instead of the original signature of an
      authorized officer of the Borrower on a Banker’s Acceptance prepared,
      executed, issued and accepted pursuant to this agreement, except to the
      extent determined by a court of competent jurisdiction to be due to the
      negligence or wilful misconduct of the Lenders.

	 	 	 
	 	(g) 	
      Each of the Lenders agrees that, in respect of the
      safekeeping of executed depository bills of the Borrower which are
      delivered to it for acceptance hereunder, it shall exercise the same
      degree of care which it gives to its own property, provided that it shall
      not be deemed to be an insurer thereof.

	 	 	 
	 	(h) 	
      All Bankers’ Acceptances shall be issued in the form of
      depository bills made payable originally to and deposited with The
      Canadian Depository for Securities Limited pursuant to the Depository
      Bills and Notes Act (Canada).

	 	 	 
	 	(i) 	
      To facilitate the issuance of Bankers’ Acceptances
      pursuant to this agreement, the Borrower irrevocably appoints each Lender
      from time to time as the attorney-in- fact of the Borrower to execute,
      endorse and deliver on behalf of the Borrower drafts in the forms
      prescribed by such Lender (if such Lender is not a Non-BA Lender) for
      bankers’ acceptances denominated in Canadian dollars (each such executed
      draft that has not yet been accepted by a Lender being referred to as a
      “BA Draft”) or non interest-bearing promissory notes of the
      Borrower in favour of such Lender (if such Lender is a Non-BA Lender)
      (each such promissory note being referred to as a “BA Equivalent
      Note”). Each Bankers’ Acceptance and BA Equivalent Note executed and
      delivered by a Lender on behalf of the Borrower as provided for in this
      Section 3.4(i) shall be as binding on the Borrower as if it had been
      executed and delivered by a duly authorized officer of the
  Borrower.



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	3.5 	
      BA Equivalent Loans.



If, in the sole judgement of a
Lender, such Lender is unable to extend credit by way of Bankers’ Acceptances in
accordance with this agreement, such Lender shall give an irrevocable notice to
such effect to the Administrative Agent and the Borrower prior to 10:00 a.m.
(Toronto time) on the date of the requested credit extension (such Lender being
herein referred to as a “Non-BA Lender”) and shall make available to the
Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit
extension a Canadian dollar loan (a “BA Equivalent Loan”) in the
principal amount equal to such Lender’s Pro Rata Share of the total credit to be
extended by way of Bankers’ Acceptances, such BA Equivalent Loan to be funded in
the same manner as a Loan is funded pursuant to Sections 3.2 and 3.9. Such BA
Equivalent Loan shall have the same term as the Bankers’ Acceptances for which
it is a substitute and shall bear such rate of interest per annum throughout the
term thereof as shall permit such Non-BA Lender to obtain the same effective
rate as if such Non-BA Lender had accepted and purchased a Bankers’ Acceptance
at the same BA Acceptance Fee and pricing at which the Administrative Agent
would have accepted and purchased such Bankers’ Acceptance at approximately
11:00 a.m. (Toronto time) on the date such BA Equivalent Loan is made, on the
basis that, and the Borrower hereby agrees that, for such a BA Equivalent Loan,
interest shall be payable in advance on the date of the extension of credit by
the Non-BA Lender deducting the interest payable in respect thereof from the
principal amount of such BA Equivalent Loan. All BA Equivalent Loans shall be
evidenced by a promissory note in the form of a depository note made payable
originally to and deposited with The Canadian Depository for Securities Limited
pursuant to the Depository Bills and Notes Act (Canada). 

	3.6 	
      Timing of Credit
Availments



No LIBOR Loan, Bankers’
Acceptance or BA Equivalent Loan may have a maturity date later than the
Maturity Date. 

	3.7 	
      Inability to Fund U.S. Dollar Advances in
      Canada



If a Lender determines in good
faith, which determination shall be final, conclusive and binding on the
Borrower, and the Administrative Agent notifies the Borrower that (i) by reason
of circumstances affecting financial markets inside or outside Canada, deposits
of United States dollars are unavailable to such Lender in Canada, (ii) adequate
and fair means do not exist for ascertaining the applicable interest rate on the
basis provided in the definition of LIBOR or Alternate Base Rate Canada, as the
case may be, (iii) the making or continuation of United States dollar advances
in Canada has been made impracticable by the occurrence of a contingency (other
than a mere increase in rates payable by such Lender to fund the advance) which
materially and adversely affects the funding of the advances at any interest
rate computed on the basis of the LIBOR or the Alternate Base Rate Canada, as
the case may be, or by reason of a change in any Applicable Law or government
regulation, guideline or order (whether or not having the force of law but, if
not having the force of law, one with which a responsible Canadian chartered
bank would comply) or in the interpretation thereof by any Official Body
affecting such Lender or any relevant financial market, which results in LIBOR
or the Alternative Base Rate Canada, as the case may be, no longer representing
the effective cost to such Lender of deposits in such market for a relevant
Interest Period, or (iv) any change to present law or any future law, regulation, order, treaty or
official directive (whether or not having the force of law but, if not having
the force of law, one with which a responsible Canadian chartered bank would
comply) or any change therein or any interpretation or application thereof by
any Official Body has made it unlawful for such Lender to make or maintain or
give effect to its obligations in respect of United States dollar advances in
Canada as contemplated herein, then: 

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	 	(a) 	
      the right of the Borrower to obtain any affected Base
      Rate Canada Loan or LIBOR Loan from such Lender shall be suspended until
      such Lender determines, acting reasonably, that the circumstances causing
      such suspension no longer exist and such Lender so notifies the
  Borrower;

	 	 	 
	 	(b) 	
      if any affected Base Rate Canada Loan or LIBOR Loan is
      not yet outstanding, any applicable Drawdown Notice shall be cancelled and
      the advance requested therein shall not be made;

	 	 	 
	 	(c) 	
      if any LIBOR Loan is already outstanding at any time when
      the right of the Borrower to obtain credit by way of a LIBOR Loan is
      suspended, it shall, subject to the Borrower having the right to obtain
      credit by way of a Base Rate Canada Loan at such time, be converted on the
      last day of the Interest Period applicable thereto (or on such earlier
      date as may be required to comply with any Applicable Law) to a Base Rate
      Canada Loan in the principal amount equal to the principal amount of the
      LIBOR Loan or, if the Borrower does not have the right to obtain credit by
      way of a Base Rate Canada Loan at such time, such LIBOR Loan shall be
      converted on the last day of the Interest Period applicable thereto (or on
      such earlier date as may be required to comply with any applicable law) to
      a loan in such other currency as may be mutually agreed upon in the
      principal amount equal to the Exchange Equivalent of such LIBOR Loan;
      and

	 	 	 
	 	(d) 	
      if any Base Rate Canada Loan is already outstanding at
      any time when the right of the Borrower to obtain credit by way of a Base
      Rate Canada Loan is suspended, it shall, subject to the Borrower having
      the right to obtain credit by way of a LIBOR Loan at such time, be
      immediately converted to a LIBOR Loan in the principal amount equal to the
      principal amount of the Base Rate Canada Loan and having an Interest
      Period of one month or, if the Borrower does not have the right to obtain
      credit by way of a LIBOR Loan at such time, it shall be immediately
      converted to a loan in such other currency as may be mutually agreed upon
      in the principal amount equal to the Exchange Equivalent of the principal
amount of the Base Rate Canada Loan.




	3.8 	
      Time and Place of Payments



Unless otherwise expressly
provided herein, the Borrower shall make all payments pursuant to this agreement
or pursuant to any document, instrument or agreement delivered pursuant hereto
by deposit to the relevant Designated Account before 12:00 noon (Toronto time)
on the day specified for payment and the Administrative Agent shall be entitled
to withdraw the amount of any payment due to the Administrative Agent or the
Lenders hereunder from such account on the day specified for payment.
In addition to the foregoing, the Borrower authorizes and directs the
Administrative Agent to debit automatically, by mechanical, electronic or manual
means, any bank account of the Borrower maintained with the Administrative Agent
for all amounts due and payable by the Borrower under this agreement, including
the repayment of principal and the payment of interest, fees and all charges for
the keeping of that bank account. The Administrative Agent shall notify the
Borrower as to the particulars of those debits in the normal course. 

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	3.9 	
Remittance of Payments



Forthwith after the withdrawal
from the relevant Designated Account or other bank account by the Administrative
Agent of any payment of principal, interest, fees or other amounts for the
benefit of the Lenders pursuant to Section 3.6, the Administrative Agent shall,
subject to Sections 3.3 and 8.3 remit to each Lender, in immediately available
funds, such Lender’s Pro Rata Share of such payment (except to the extent such
payment results from a Loan with respect to which a Lender had failed, pursuant
to Section 3.2, to make available to the Administrative Agent its Pro Rata Share
and, where any other Lender has made funds available in the place and stead of a
Defaulting Lender); provided that if the Administrative Agent, on the assumption
that it will receive, on any particular date, a payment of principal (including,
without limitation, a prepayment), interest, fees or other amount hereunder,
remits to each Lender its Pro Rata Share of such payment and the Borrower fails
to make such payment, each Lender agrees to repay to the Administrative Agent,
forthwith on demand, to the extent that such amount is not recovered from the
Borrower on demand and after reasonable efforts by the Administrative Agent to
collect such amount (without in any way obligating the Administrative Agent to
take any legal action with respect to such collection), such Lender’s Pro Rata
Share of the payment made to it pursuant hereto together with interest thereon
at the then prevailing interbank rate for each day from the date such amount is
remitted to the Lenders until the date such amount is paid or repaid to the
Administrative Agent, the exact amount of the repayment required to be made by
the Lenders pursuant hereto to be as set forth in a certificate delivered by the
Administrative Agent to each Lender, which certificate shall constitute prima
facie evidence of such amount of repayment. 

	3.10 	
      Evidence of Indebtedness



The Administrative Agent shall
open and maintain accounts wherein it shall record the amount and type of credit
outstanding, each advance and each payment of principal and interest on account
of each Loan, each Bankers’ Acceptance accepted and cancelled, the amount and
currency of each Letter issued and drawn upon and all other amounts becoming due
to and being paid to the Lenders (including the Issuing Lender) and the
Administrative Agent hereunder. The Administrative Agent’s accounts constitute,
in the absence of manifest error, prima facie evidence of the
indebtedness of the Borrowers to the Lenders (including the Issuing Lender) and
the Administrative Agent hereunder. 

	3.11 	
      General Provisions Relating to All
  Letters




	 	(a) 	
      Each request by the Borrower for the issuance or
      amendment of a Letter shall be deemed to be a representation by the
      Borrower that the extension of credit so requested complies with the conditions set forth in Section
12.1. The Borrower hereby acknowledges and confirms to the Issuing Lender that
the Issuing Lender shall not be obliged to make any inquiry or investigation as
to the right of any beneficiary to make any claim or Draft under a Letter and
payment by the Issuing Lender pursuant to a Letter shall not be withheld by the
Issuing Lender by reason of any matters in dispute between the beneficiary
thereof and the Borrower. The sole obligation of the Issuing Lender with respect
to Letters issued by it is to cause to be paid a Draft drawn or purporting to be
drawn in accordance with the terms of the applicable Letter and for such purpose
the Issuing Lender is only obliged to determine that the Draft purports to
comply with the terms and conditions of the relevant Letter.



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	 	(b) 	
      The Issuing Lender shall not have any responsibility or
      liability for or any duty to inquire into the form, sufficiency (other
      than to the extent provided in the preceding paragraph), authorization,
      execution, signature, endorsement, correctness (other than to the extent
      provided in the preceding paragraph), genuineness or legal effect of any
      Draft, certificate or other document presented to it pursuant to a Letter
      issued by the Issuing Lender and the Borrower unconditionally assumes all
      risks with respect to the same. The Borrower agrees that it assumes all
      risks of the acts or omissions of the beneficiary of any Letter with
      respect to the use by such beneficiary of the relevant Letter. The
      Borrower shall promptly examine a copy of each Letter and each amendment
      thereto that is delivered to it and, in the event of any claim of
      non-compliance with the Borrower’s instructions or other irregularity, the
      Borrower will immediately notify the Issuing Lender. The Borrower shall be
      conclusively deemed to have waived any such claim against the Issuing
      Lender and its correspondents unless such notice is given as
  aforesaid.

	 	 	 
	 	(c) 	
      The obligations of the Borrower hereunder with respect to
      Letters shall be absolute, unconditional and irrevocable and shall not be
      reduced by any event or occurrence including, without
limitation:




	 	(i) 	
      any lack of validity or enforceability of this agreement
      or any such Letter;

	 	 	 
	 	(ii) 	
      any amendment or waiver of or any consent to departure
      from this agreement;

	 	 	 
	 	(iii) 	
      the existence of any claim, set-off, defense or other
      rights which the Borrower may have at any time against any beneficiary or
      any transferee of any such Letter (or any person or entities for whom any
      such beneficiary or any such transferee may be acting), any Lender, the
      Issuing Lender or any other person or entity;

	 	 	 
	 	(iv) 	
      any Draft, statement or other document presented under
      any such Letter proving to be forged, fraudulent, invalid or insufficient
      in any respect or any statement therein being untrue or inaccurate in any
      respect whatsoever;



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	 	(v) 	
      any non-application or misapplication by the beneficiary
      of such Letter of the proceeds of any drawing under such Letter;

	 	 	 
	 	(vi) 	
      the surrender or impairment of any Security;

	 	 	 
	 	(vii) 	
      any reduction or withdrawal of the Issuing Lender’s
      credit rating by any rating agency; or

	 	 	 
	 	(viii) 	
      any other circumstance or happening whatsoever, similar
      to any of the foregoing, including any other circumstance that might
      otherwise constitute a defense available to, or a discharge of, the
      Borrower.



The obligations of the Borrower
hereunder with respect to Letters shall remain in full force and effect and
shall apply to any amendment to or extension of the expiration date of any such
Letter, approved in writing by the Borrower. The Issuing Lender shall not be
under any obligation to amend any Letter if (A) the Issuing Lender would have no
obligation at such time to issue such Letter in its amended form under the terms
hereof, or (B) the beneficiary of such Letter does not accept the proposed
amendment to such Letter. 

	 	(d) 	
      Any action, inaction or omission taken or suffered by the
      Issuing Lender or any of its correspondents under or in connection with a
      Letter or any Draft made thereunder, if in good faith and in conformity
      with foreign or domestic laws, regulations or customs applicable thereto,
      shall be binding upon the Borrower and shall not place the Issuing Lender
      or any of its correspondents under any resulting liability to the
      Borrower. Without limiting the generality of the foregoing, the Issuing
      Lender and its correspondents may receive, accept or pay as complying with
      the terms of a Letter, any Draft thereunder, otherwise in order which may
      be signed by, or issued to, the administrator or any executor of, or the
      trustee in bankruptcy of, or the receiver for any property of, or other
      person or entity acting as the representative or in the place of, such
      beneficiary or its successors and assigns. The Borrower covenants that it
      will not take any steps, issue any instructions to the Issuing Lender or
      any of its correspondents or institute any proceedings intended to
      derogate from the right or ability of the Issuing Lender or its
      correspondents to honour and pay any Draft or Drafts.

	 	 	 
	 	(e) 	
      The Borrower agrees that the Lenders, the Issuing Lender
      and the Administrative Agent shall have no liability to it for any reason
      in respect of or in connection with any Letter, the issuance thereof, any
      payment thereunder, or any other action taken by the Lenders, the Issuing
      Lender or the Administrative Agent or any other Person in connection
      therewith, other than on account of the Issuing Lender’s gross negligence
      or wilful misconduct.

	 	 	 
	 	(f) 	
      Save to the extent expressly provided otherwise in this
      Section 3.9, the rights and obligations between the Issuing Lender and the
      Borrower with respect to each Letter shall be determined in accordance
      with the applicable provisions of the (i) Uniform Customs and Practice for
      Documentary Credits, ICC Publications 600 or (ii) the International Standby Practices - ISP98, ICC
Publication No. 590, as applicable. 



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	 	(g) 	
      The Issuing Lender shall act on behalf of the Lenders
      with respect to any Letters issued by it and the documents associated
      therewith, and the Issuing Lender shall have all of the benefits and
      immunities (A) provided to the Administrative Agent in Article 14 with
      respect to any acts taken or omissions suffered by the Issuing Lender in
      connection with Letters issued by it or proposed to be issued by it and
      any documentation pertaining to such Letters as fully as if the term
      “Administrative Agent” as used in Article 14 included the Issuing Lender
      with respect to such acts or omissions, and (B) as additionally provided
  herein with respect to the Issuing Lender.

	 	 	 
	 	(h) 	
      Immediately upon the issuance of each Letter, each Lender
      shall be deemed to, and hereby irrevocably and unconditionally agrees to,
      purchase from the Issuing Lender a risk participation in such Letter in an
      amount equal to the product of such Lender’s Pro Rata Share times the
      amount of such Letter.

	 	 	 
	 	(i) 	
      None of the Issuing Lender, the Administrative Agent nor
      any correspondent, participant or assignee of the Issuing Lender shall be
      liable to any Lender for (i) any action of any of the Issuing Lender, the
      Administrative Agent or any correspondent, participant or assignee of the
      Issuing Lender taken or omitted in connection herewith at the request or
      with the approval of the Lenders or the Majority Lenders, as applicable,
      (ii) any action of any of the Issuing Lender, the Administrative Agent or
      any correspondent, participant or assignee of the Issuing Lender taken or
      omitted in the absence of such party’s gross negligence or wilful
      misconduct; or (iii) any deficiency in the due execution, effectiveness,
      validity or enforceability of any document or instrument related to any
Letter.




	3.12 	
      Notice Periods



Each Drawdown Notice, Rollover
Notice, Conversion Notice and Prepayment Notice shall be given to the
Administrative Agent or the Issuing Lender, as the case may be: 

	 	(a) 	
      prior to 10:00 a.m. (Toronto time) on the tenth day prior
      to the date of any voluntary prepayment;

	 	 	 
	 	(b) 	
      prior to 10:00 a.m. (Toronto time) on the fifth Banking
      Day prior to the issuance of a Letter;

	 	 	 
	 	(c) 	
      prior to 10:00 a.m. (Toronto time) on the third Banking
      Day prior to the date of a drawdown of, rollover of, conversion into or
      conversion of a LIBOR Loan; and

	 	 	 
	 	(d) 	
      prior to 10:00 a.m. (Toronto time) on the second Banking
      Day prior to the date of any other drawdown, rollover or
  conversion.




  	3.13 	
      Administrative Agent’s Discretion to
    Allocate



Notwithstanding the provisions of
Section 3.2 with respect to the funding of Loans in accordance with each
Lender’s Pro Rata Share, the Administrative Agent shall be entitled to
reallocate the funding obligations among the Lenders in order to ensure, to the
greatest extent practicable, that after such funding the aggregate amount of
credit extended hereunder by each Lender coincides with such Lender’s Pro Rata
Share of the aggregate amount of credit extended by all of the Lenders, provided
that no such allocation shall result in the aggregate amount of credit extended
hereunder by any Lender exceeding such Lender’s Individual Commitment. 

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ARTICLE 4 
DRAWDOWNS 

	4.1 	
      Drawdown Notice



Subject to Sections 3.1 and 3.7
and provided that all of the applicable conditions precedent set forth in
Article 12 have been fulfilled by the Borrower or waived by the Lenders as
provided in Section 14.14, the Borrower may, from time to time, obtain credit
hereunder by giving to the Administrative Agent an irrevocable notice in
substantially the form of Schedule E hereto (“Drawdown Notice”) in
accordance with Section 3.12 and specifying, as applicable: 

	 	(a) 	
      the date the credit is to be obtained;

	 	 	 
	 	(b) 	
      whether the credit is to be obtained by way of a Prime
      Rate Loan, a BA Equivalent Loan, a Base Rate Loan, a LIBOR Loan, a
      Bankers’ Acceptance or a Letter;

	 	 	 
	 	(c) 	
      in the case of any credit to be obtained by way of a
      Loan, the principal amount of the Loan;

	 	 	 
	 	(d) 	
      if the credit is to be obtained by way of LIBOR Loan, the
      applicable Interest Period;

	 	 	 
	 	(e) 	
      if the credit is to be obtained by way of Bankers’
      Acceptances, the aggregate face amount of the Bankers’ Acceptances to be
      issued and the term of the Bankers’ Acceptances;

	 	 	 
	 	(f) 	
      if the credit is to be obtained by way of Letter, the
      date of issuance of the Letter, whether the Letter is to be a letter of
      credit or a letter of guarantee, the named beneficiary of the Letter, the
      maturity date and amount of the Letter, the currency in which the Letter
      is to be denominated and all other terms of the Letter; and

	 	 	 
	 	(g) 	
      the details of any irrevocable authorization and
      direction pursuant to Section 3.2.



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ARTICLE 5 
ROLLOVERS 

	5.1 	
      LIBOR Loans



Subject to Section 3.7 and
provided that the Borrower has, by giving notice to the Administrative Agent in
accordance with Section 5.3, requested the Lenders to continue to extend credit
by way of a LIBOR Loan to replace all or a portion of an outstanding LIBOR Loan
as it matures, each Lender shall, on the maturity of such LIBOR Loan, continue
to extend credit to the Borrower by way of a LIBOR Loan (without a further
advance of funds to the Borrower) in the principal amount equal to such Lender’s
Pro Rata Share of the principal amount of the matured LIBOR Loan or the portion
thereof to be replaced. 

	5.2 	
      Bankers’ Acceptances



Subject to Section 3.4 and
provided that the Borrower has, by giving notice to the Administrative Agent in
accordance with Section 5.3, requested the Lenders to accept its drafts to
replace all or a portion of outstanding Bankers’ Acceptances as they mature,
each Lender shall, on the maturity of such Bankers’ Acceptances and concurrent
with the payment by the Borrower to such Lender of the face amount of such
Bankers’ Acceptances or the portion thereof to be replaced, accept the
Borrower’s draft or drafts having an aggregate face amount equal to its Pro Rata
Share of the aggregate face amount of the matured Bankers’ Acceptances or the
portion thereof to be replaced. 

	5.3 	
      Rollover Notice



The notice to be given to the
Administrative Agent pursuant to Section 5.1 or 5.2 (“Rollover Notice”)
shall be irrevocable, shall be given in accordance with Section 3.12, shall be
in substantially the form of Schedule F hereto and shall specify: 

	 	(a) 	
      the maturity date of the maturing Bankers’ Acceptances or
      the expiry date of the Interest Period of the LIBOR Loan to be replaced,
      as the case may be;

	 	 	 
	 	(b) 	
      the face amount of the maturing Bankers’ Acceptances or
      the principal amount of the LIBOR Loan to be replaced, as the case may be,
      and the portion thereof to be replaced; and

	 	 	 
	 	(c) 	
      the aggregate face amount of the new Bankers’ Acceptances
      and the term or terms of the new Bankers’ Acceptances or the principal
      amount of the new LIBOR Loans, as the case may be, and the Interest Period
      or Interest Periods of the new LIBOR Loans.




	5.4 	
      Rollover by Lenders



Upon written notice to such
effect to the Borrower at such time as a Default has occurred and is continuing,
the Administrative Agent may, as applicable: 

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	 	(a) 	
      on the maturity date of a LIBOR Loan, rollover such LIBOR
      Loan into a LIBOR Loan having an Interest Period of one month or such
      other period as the Lenders may determine, as though a notice to such
      effect had been given in accordance with Section 5.3.

	 	 	 
	 	(b) 	
      on the maturity date of a Bankers’ Acceptance, rollover
      such Bankers’ Acceptance into a Bankers’ Acceptance having a term of 30
      days or such other period as the Lenders may determine, as though a notice
      to such effect had been given in accordance with Section
  5.3.



ARTICLE 6 
CONVERSIONS 

	6.1 	
      Converting Loan to Other Type of
  Loan



Subject to Sections 3.1 and 3.7
and provided that the Borrower has, by giving notice to the Administrative Agent
in accordance with Section 6.4, requested the Lenders to convert all or a
portion of an outstanding Loan into another type of Loan, each Lender shall, on
the date of conversion (which, in the case of the conversion of all or a portion
of an outstanding LIBOR Loan, shall be the date on which such Loan matures),
continue to extend credit to the Borrower by way of the type of Loan into which
the outstanding Loan or a portion thereof is converted (with a repayment and a
subsequent advance of funds to the Borrower) in the aggregate principal amount
equal to such Lender’s Pro Rata Share of the principal amount of the outstanding
Loan or the portion thereof which is being converted. 

	6.2 	
      Converting Loan to Bankers’
  Acceptances



Subject to Section 3.4 and
provided that the Borrower has, by giving notice to the Administrative Agent in
accordance with Section 6.4, requested the Lenders to accept its drafts to
replace all or a portion of an outstanding Loan and, if a LIBOR Loan or a BA
Equivalent Loan is to be replaced, the date of conversion is the date on which
such Loan matures, each Lender shall, on the date of conversion and concurrent
with the payment by the Borrower to each Lender of the principal amount of such
outstanding Loan or the portion thereof which is being converted, accept the
Borrower’s draft or drafts having an aggregate face amount as provided in the
Conversion Notice. 

	6.3 	
      Converting Bankers’ Acceptances to
  Loan



Each Lender shall, on the
maturity date of a Bankers’ Acceptance which such Lender has accepted, pay to
the holder thereof the face amount of such Bankers’ Acceptance. Subject to
Sections 3.1 and 3.7, and provided that the Borrower has, by giving notice to
the Administrative Agent in accordance with Section 6.4, requested the Lenders
to convert all or a portion of outstanding maturing Bankers’ Acceptances into a
particular type of Loan, each Lender shall, upon the maturity date of such
Bankers’ Acceptances and the payment by such Lender to the holders of such
Bankers’ Acceptances of the aggregate face amount thereof, make credit available
to the Borrower by way of the Loan into which the matured Bankers’ Acceptances
or a portion thereof are converted in the aggregate principal amount as provided
in the Conversion Notice. Where a particular Non-BA Lender has funded the
Borrower by way of a BA Equivalent Loan rather than by way of Bankers’
Acceptances, the provisions of this Section 6.3 as they relate to Bankers’
Acceptances shall apply mutatis mutandis to such BA Equivalent Loan. 

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	6.4 	
Conversion Notice



The notice to be given to the
Administrative Agent pursuant to Section 6.1, 6.2 or 6.3 (“Conversion
Notice”) shall be irrevocable, shall be given in accordance with Section
3.12, shall be in substantially the form of Schedule G hereto and shall specify:


	 	(a) 	
      whether an outstanding Loan or Bankers’ Acceptances are
      to be converted and, if an outstanding Loan is to be converted, the type
      of Loan to be converted;

	 	 	 
	 	(b) 	
      the date on which the conversion is to take
  place;

	 	 	 
	 	(c) 	
      the face amount of the Bankers’ Acceptances or the
      portion thereof which is to be converted or the principal amount of the
      Loan or the portion thereof which is to be converted;

	 	 	 
	 	(d) 	
      the type and amount of the Loan or Bankers’ Acceptances
      into which the outstanding Loan or Bankers’ Acceptances are to be
      converted;

	 	 	 
	 	(e) 	
      if outstanding extension of credit is to be converted
      into a LIBOR Loan, the applicable Interest Period; and

	 	 	 
	 	(f) 	
      if an outstanding Loan is to be converted into Bankers’
      Acceptances, the aggregate face amount of the new Bankers’ Acceptances to
      be issued, the term or terms of the new Bankers’
  Acceptances.




	6.5 	
      Absence of Notice



Subject to Section 3.6 and 3.7,
in the absence of a Rollover Notice or Conversion Notice within the appropriate
time periods referred to herein, a maturing Bankers’ Acceptance or BA Equivalent
Loan shall be automatically converted to a Prime Rate Loan and a maturing LIBOR
Loan shall be automatically converted to a Base Rate Loan as though a notice to
such effect had been given in accordance with Section 6.4. 

	6.6 	
      Conversion by Lenders



If an Event of Default has
occurred and is continuing at 10:00 a.m. (Toronto time) on the third Banking Day
prior to the maturity date of a Bankers’ Acceptance, BA Equivalent Loan or a
LIBOR Loan, such Bankers’ Acceptances or BA Equivalent Loan shall be
automatically converted to a Prime Rate Loan and such LIBOR Loan shall be
automatically converted to a Base Rate Loan as though a notice to such effect
had been given in accordance with Section 6.4. 

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ARTICLE 7 
INTEREST AND FEES 

	7.1 	
      Interest Rates



The Borrower shall pay to the
Lenders, in accordance with Section 3.8, interest on the outstanding principal
amount from time to time of each Loan and on overdue interest thereon, at the
rate per annum equal to: 

	 	(i) 	
      in the case of each Prime Rate Loan, the Prime Rate plus
      the Applicable Margin;

	 	 	 
	 	(ii) 	
      in the case of each Base Rate Loan, the Alternate Base
      Rate Canada plus the Applicable Margin; and

	 	 	 
	 	(iii) 	
      in the case of each LIBOR Loan, LIBOR plus the Applicable
      Margin.




	7.2 	
      Calculation and Payment of
  Interest




	 	(a) 	
      Interest on the outstanding principal amount from time to
      time of each LIBOR Loan and on overdue interest thereon shall accrue from
      day to day from and including the date on which credit is obtained by way
      of such Loan or on which such overdue interest is due, as the case may be,
      to but excluding the date on which such Loan or overdue interest, as the
      case may be, is repaid in full (both before and after maturity and
      judgment) and shall be calculated on the basis of the actual number of
      days elapsed divided by 360.

	 	 	 
	 	(b) 	
      Interest on the outstanding principal amount from time to
      time of each Prime Rate Loan and Base Rate Loan and on overdue interest
      thereon shall accrue from day to day from and including the date on which
      credit is obtained by way of such Loan or on which such overdue interest
      is due, as the case may be, to but excluding the date on which such Loan
      or overdue interest, as the case may be, is repaid in full (both before
      and after maturity and judgment) and shall be calculated on the basis of
      the actual number of days elapsed divided by 365 or, in the case of a leap
      year, 366.

	 	 	 
	 	(c) 	
      Accrued interest shall be
paid,




	 	(i) 	
      in the case of interest on Prime Rate Loans and Base Rate
      Loans, monthly in arrears on the last day of each calendar month;
    and

	 	 	 
	 	(ii) 	
      in the case of interest on LIBOR Loans, in arrears on the
      last day of the applicable Interest Period but, in any event, at least
      every 3 months.




	7.3 	
      General Interest Rules




	 	(a) 	
      For the purposes hereof, whenever interest is calculated
      on the basis of a year of 360 or 365 days, each rate of interest
      determined pursuant to such calculation expressed as an annual rate for the purposes of the Interest
Act (Canada) is equivalent to such rate as so determined multiplied by the
actual number of days in the calendar year in which the same is to be
ascertained and divided by 360 or 365 days, respectively. 



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	 	(b) 	
      Interest on each Loan and on overdue interest thereon
      shall be payable in the currency in which such Loan is denominated during
  the relevant period.

	 	 	 
	 	(c) 	
      If the Borrower fails to pay any fee or other amount
      (other than principal or interest) of any nature payable by it to the
      Administrative Agent or the Lenders hereunder or under any document,
      instrument or agreement delivered pursuant hereto on the due date
      therefor, the Borrower shall pay to the Administrative Agent or the
      Lenders, as the case may be, interest on such overdue amount in the same
      currency as such overdue amount is payable from and including such due
      date to but excluding the date of actual payment (as well before and after
      judgment) at the rate per annum, calculated and compounded monthly, which
      is equal to the Alternate Base Rate Canada plus 4.00%. Such interest on
      overdue amounts shall become due and be paid on demand made by the
      Administrative Agent.

	 	 	 
	 	(d) 	
      No interest or fee to be paid hereunder shall be paid at
      a rate exceeding the maximum rate permitted by Applicable Law. In the
      event that such interest or fee exceeds such maximum rate, such interest
      or fees shall be reduced or refunded, as the case may be, so as to be
      payable at the highest rate recoverable under Applicable
Law.




	7.4 	
      Selection of Interest
Periods



With respect to each LIBOR Loan,
the Borrower shall specify in the Drawdown Notice, Rollover Notice or Conversion
Notice, the duration of the Interest Period provided that: 

	 	(a) 	
      Interest Periods shall have a duration from one, two,
      three or six months (subject to availability and subject to the right of
      the Administrative Agent, in its sole discretion, to restrict the term or
      maturity date of Interest Periods);

	 	 	 
	 	(b) 	
      the first Interest Period for a LIBOR Loan shall commence
      on and include the day on which credit is obtained by way of such Loan and
      each subsequent Interest Period applicable thereto shall commence on and
      include the date of the expiry of the immediately preceding Interest
      Period applicable thereto; and

	 	 	 
	 	(c) 	
      if any Interest Period would end on a day which is not a
      Banking Day, such Interest Period shall be extended to the next succeeding
      Banking Day unless such next succeeding Banking Day falls in the next
      calendar month, in which case such Interest Period shall be shortened to
      end on the immediately preceding Banking Day.



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	7.5 	
      BA Acceptance Fees



With respect to each BA Draft of
the Borrower accepted pursuant hereto and each BA Equivalent Note issued
hereunder, the Borrower shall pay to the Lenders, in advance, the BA Acceptance
Fee therefor. Such BA Acceptance Fees shall be non-refundable and shall be fully
earned when due. 

	7.6 	
      Standby Fees



Upon the first Banking Day
following the completion of each Fiscal Quarter and on the termination of the
Credit Facility, the Borrower shall pay, in accordance with Section 3.6, to the
Lenders, in arrears, a standby fee calculated at the rate per annum, on the
basis of the actual number of days elapsed and a year of 365 or 366 days, as the
case may be, set forth in Schedule A hereto, on the Available Credit, such fee
to accrue daily from the date of the execution and delivery of this agreement to
and including the termination of the Credit Facility.

	7.7 	
      Letter Fees




	 	(a) 	
      The Borrower shall pay in accordance with Section 3.8 to
      the Administrative Agent, for the benefit of the Lenders, an issuance fee
      (in the currency which the Letter is denominated) in advance on the date
      each Letter is issued or renewed, calculated at the rate per annum equal
      to the Applicable Margin (on the basis of a year of 365 or 366 days, as
      the case may be) on the amount of each such Letter. In addition, with
      respect to all Letters, the Borrower shall from time to time pay to the
      Lenders its usual and customary fees (at the then prevailing rates) for
      the amendment, delivery and administration of letters of credit and
      letters of guarantee such as the Letters. Each such payment is
      non-refundable and fully earned when due.

	 	 	 
	 	(b) 	
      With respect to each Letter issued hereunder at the time
      when there is one or more Lenders other than the Issuing Lender, the
      Borrower shall pay to the Administrative Agent for the account of the
      Issuing Lender a fee (in the currency in which the Letter is denominated)
      in advance on the date each such Letter is issued or renewed, calculated
      at a rate per annum equal to 0.25% on the amount of each such Letter for
      the number of days in the term of such Letter in the year of 365 or 366
      days, as the case may be, in which the Letter is issued or renewed. Each
      such payment is non-refundable and fully earned when
due.



ARTICLE 8 
RESERVE, CAPITAL, INDEMNITY AND TAX
PROVISIONS 

	8.1 	
      Conditions of Credit



The obtaining or maintaining of
credit hereunder shall be subject to the terms and conditions contained in this
Article 8. 

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	8.2 	
      Change of
Circumstances




	 	(a) 	
      If, with respect to any type of credit, the introduction
      or adoption of any law, regulation, guideline, request or directive
      (whether or not having the force of law) of any governmental authority,
      central bank or comparable agency (“Restraint”) or any change
      therein or in the application thereof to the Borrower or to any Lender or
      in the interpretation or administration thereof or any compliance by any
      Lender therewith:




	 	(i) 	
      prohibits or restricts extending or maintaining such type
      of credit or the charging of interest or fees in connection therewith, the
      Borrower agrees that such Lender shall have the right to comply with such
      Restraint, shall have the right to refuse to permit the Borrower to obtain
      such type of credit and shall have the right to require, at the option of
      the Borrower, the conversion of such outstanding credit to another type of
      credit to permit compliance with the Restraint or repayment in full of
      such credit together with accrued interest thereon on the last day on
      which it is lawful for such Lender to continue to maintain and fund such
      credit or to charge interest or fees in connection therewith, as the case
      may be; or

	 	 	 
	 	(ii) 	
      shall impose or require any reserve, special deposit
      requirements or tax (excluding taxes measured with reference to the net
      income of such Lender or capital taxes or receipts and franchise taxes),
      shall establish an appropriate amount of capital to be maintained by such
      Lender or shall impose any other requirement or condition which results in
      an increased cost to such Lender of extending or maintaining a credit or
      obligation hereunder or reduces the amount received or receivable by such
      Lender with respect to any credit under this agreement or reduces such
      Lender’s effective return hereunder or on its capital or causes such
      Lender to make any payment or to forego any return based on any amount
      received or receivable hereunder, then, on notification to the Borrower by
      such Lender, the Borrower shall pay immediately to such Lender such
      amounts as shall fully compensate such Lender for all such increased
      costs, reductions, payments or foregone returns which accrue up to and
      including the date of receipt by the Borrower of such notice and
      thereafter, upon demand from time to time, the Borrower shall pay such
      additional amount as shall fully compensate such Lender for any such
      increased or imposed costs, reductions, payments or foregone returns. Such
      Lender shall notify the Borrower of any actual increased or imposed costs,
      reductions, payments or foregone returns forthwith on becoming aware of
      same and shall concurrently provide to the Borrower a certificate of an
      officer of such Lender setting forth the amount of compensation to be paid
      to such Lender and the basis for the calculation of such amount.
      Notwithstanding this Section 8.2(a)(ii), the Borrower shall not be liable
      to compensate such Lender for any such cost, reduction, payment or
      foregone return occurring more than 60 days before receipt by the Borrower
      of the aforementioned notification from such Lender; provided, however,
      that the aforementioned limitation shall not apply to any such cost, reduction, payment
or foregone return of a retroactive nature. 



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For certainty, the Dodd-Frank Wall
  Street Reform and Consumer Protection Act as well as Basel III and all request,
  rules, guidelines or directives thereunder or issued in connection therewith
  shall be deemed to be a “Restraint”, regardless of the date enacted,
adopted, promulgated or issued. 

	 	(b) 	
      Each Lender agrees that, as promptly as practicable after
      it becomes aware of the occurrence of an event or the existence of a
      condition that would cause it to seek additional amounts from the Borrower
      pursuant to Section 8.2(a), it will use reasonable efforts to make, fund
      or maintain the affected credit of such Lender through another lending
      office or take such other actions as it deems appropriate, in its sole
      discretion, if as a result thereof the additional moneys which would
      otherwise be required to be paid in respect of such credit pursuant to
      Section 8.2(a), would be reduced and if, as determined by such Lender in
      its sole discretion, the making, funding or maintaining of such affected
      credit through such other lending office or the taking of such other
      actions would not otherwise adversely affect such credit or such Lender
      and would not, in such Lender’s sole discretion, be commercially
      unreasonable.




	8.3 	
      Failure to Fund as a Result of Change of
      Circumstances



If any Lender but not all of the
Lenders seeks additional compensation pursuant to Section 8.2(a), if any Lender
becomes either a Defaulting Lender or a Lender in respect of which any amounts
are paid or become payable by the Borrower pursuant to Section 8.6 (the
“Affected Lender”), then the Borrower may indicate to the Administrative
Agent in writing that it desires to replace the Affected Lender with one or more
of the other Lenders, and the Administrative Agent shall then forthwith give
notice to the other Lenders that any such Lender or Lenders may, in the
aggregate, advance all (but not part) of the Affected Lender’s Pro Rata Share of
the affected credit and, in the aggregate, assume all (but not part) of the
Affected Lender’s Individual Commitment and obligations hereunder and acquire
all (but not part) of the rights of the Affected Lender and assume all (but not
part) of the obligations of the Affected Lender under each of the other Credit
Documents (but in no event shall any other Lender or the Administrative Agent be
obliged to do so). If one or more Lenders shall so agree in writing (herein
collectively called the “Assenting Lenders” and individually called an
“Assenting Lender”) with respect to such advance, acquisition and
assumption, the Pro Rata Share of such credit of each Assenting Lender and the
Individual Commitment and the obligations of such Assenting Lender hereunder and
the rights and obligations of such Assenting Lender under each of the other
Credit Documents shall be increased by its respective pro rata share
(based on the relative Individual Commitment of the Assenting Lenders) of the
Affected Lender’s Pro Rata Share of such credit and Individual Commitment and
obligations hereunder and rights and obligations under each of the other Credit
Documents on a date mutually acceptable to the Assenting Lenders and the
Borrower. On such date, the Assenting Lenders shall extend to the Borrower the
Affected Lender’s Pro Rata Share of such credit and shall prepay to the Affected
Lender the advances of the Affected Lender then outstanding, together with all
interest accrued thereon and all other amounts owing to the Affected Lender
hereunder, and, upon such advance and prepayment by the Assenting Lenders, the Affected Lender shall cease to be a
“Lender” for purposes of this agreement and shall no longer have any
obligations hereunder. Upon the assumption of the Affected Lender’s Individual
Commitment as aforesaid by an Assenting Lender, Schedule B hereto shall be
deemed to be amended to increase the Individual Commitment of such Assenting
Lender by the respective amounts of such assumption. 

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	8.4 	
      Indemnity Relating to
Credits



Upon notice from the
Administrative Agent to the Borrower, the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders (including the Issuing
Lender), such amount or amounts (as determined by each lender in accordance with
its usual practice) as will compensate the Lenders for any loss, cost or expense
incurred by them: 

	 	(a) 	
      in the liquidation or redeposit of any funds acquired by
      the Lenders to fund or maintain any portion of a LIBOR Loan or a BA
      Equivalent Loan as a result of:




	 	(i) 	
      the failure of the Borrower to borrow or make repayments
      on the dates specified under this agreement or in any notice from the
      Borrower to the Administrative Agent (provided that if any notice
      specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any
      time other than its maturity date, then the Borrower shall be responsible
      for any loss, costs or expenses referred to above); or

	 	 	 
	 	(ii) 	
      the repayment or prepayment of any amounts on a day other
      than the payment dates prescribed herein or in any notice from the
      Borrower to the Administrative Agent (provided that if any notice
      specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any
      time other than its maturity date, then the Borrower shall be responsible
      for any loss, costs or expenses referred to above);
or




	 	(b) 	
      with respect to any Bankers’ Acceptance or Letter,
      arising from claims or legal proceedings, and including reasonable legal
      fees and disbursements, respecting the collection of amounts owed by the
      Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the
      enforcement of the Administrative Agents’ or Lenders’ rights hereunder in
      respect of such Bankers’ Acceptance or Letter including, without
      limitation, legal proceedings attempting to restrain the Lenders
      (including the Issuing Lender) from paying any amount under such Bankers’
      Acceptance or Letter; or

	 	 	 
	 	(c) 	
      in converting United States dollars into Canadian dollars
      or Canadian dollars into United States dollars as a result of the failure
      of the Borrower to make repayments of outstanding credit hereunder in the
      currency in which such outstanding credit was
  denominated.



The aforesaid notice from the
Administrative Agent shall be accompanied by a written certificate from each
Lender showing in reasonable detail the basis for such claim, which shall be
deemed to be prima facie correct absent manifest error. 

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	8.5 	Indemnity for Transactional and
      Environmental Liability 



	 	(a) 	
      The Borrower hereby agrees to indemnify and hold the
      Administrative Agent, each Lender and each of their respective Affiliates,
      shareholders, officers, directors, employees, and agents (collectively,
      the “Indemnified Parties”) free and harmless from and against any
      and all claims, demands, actions, causes of action, suits, losses, costs,
      charges, liabilities and damages, and expenses in connection therewith
      (irrespective of whether such Indemnified Party is a party to the action
      for which indemnification hereunder is sought), and including, without
      limitation, reasonable legal fees and out of pocket disbursements and
      amounts paid in settlement which are approved by the Borrower
      (collectively in this Section 8.5(a), the “Indemnified
      Liabilities”), incurred or suffered by, or asserted against, the
      Indemnified Parties or any of them as a result of, or arising out of, or
      relating to (i) the extension of credit contemplated herein, (ii) any
      transaction financed or to be financed in whole or in part, directly or
      indirectly, with the proceeds of any credit extended hereunder, (iii) any
      actual or threatened investigation, litigation or other proceeding
      relating to any credit extended or proposed to be extended as contemplated
      herein or (iv) the execution, delivery, performance or enforcement of the
      Credit Documents and any instrument, document or agreement executed
      pursuant hereto, except for any such Indemnified Liabilities that a court
      of competent jurisdiction’s binding and non- appealable decision held that
      such Indemnified Liability arose on account of the relevant Indemnified
      Party’s gross negligence or willful misconduct.

	 	 	 
	 	(b) 	
      Without limiting the generality of the indemnity set out
      in the preceding clause (a), the Borrower hereby further agrees to
      indemnify and hold the Indemnified Parties free and harmless from and
      against any and all claims, demand, actions, causes of action, suits,
      losses, costs, charges, liabilities and damages, and expenses in
      connection therewith, including, without limitation, reasonable and
      documented legal fees and out of pocket disbursements and amounts paid in
      settlement which are approved by the Borrower, of any and every kind
      whatsoever paid (collectively in this Section 8.5(b), the “Indemnified
      Liabilities”), incurred or suffered by, or asserted against, the
      Indemnified Parties or any of them for, with respect to, or as a direct or
      indirect result of, (i) the presence on or under, or the escape, seepage,
      leakage, spillage, discharge, emission or release from, any real property
      legally or beneficially owned (or any estate or interest which is owned),
      leased, used or operated by any Company of any Hazardous Material,
      Contaminant, Pollutant or Waste, and (ii) any other violation of or
      liability pursuant to an Environmental Law with respect to any Company,
      and regardless of whether caused by, or within the control of, such
      Company, except for any such Indemnified Liabilities that a court of
      competent jurisdiction’s binding and non-appealable decision held that
      such Indemnified Liability arose on account of the relevant Indemnified
      Party’s gross negligence or willful misconduct.

	 	 	 
	 	(c) 	
      All obligations provided for in this Section 8.5 shall
      survive indefinitely the permanent repayment of the outstanding credit
      hereunder and the termination of the Credit Agreement. The obligations provided for in this
Section 8.5 shall not be reduced or impaired by any investigation made by or on
behalf of the Administrative Agent or any of the Lenders. 



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	 	(d) 	
      The Borrower hereby agrees that, for the purposes of
      effectively allocating the risk of loss placed on the Borrower by this
      Section 8.5, the Administrative Agent and each Lender shall be deemed to
      be acting as the agent or trustee on behalf of and for the benefit of
      their respective shareholders, officers, directors, employees and
  agents.

	 	 	 
	 	(e) 	
      If, for any reason, the obligations of the Borrower
      pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees
      to make the maximum contribution to the payment and satisfaction of each
      obligation that is permissible under Applicable Law.

	 	 	 
	 	(f) 	
      The indemnity under this Section 8.5 shall not apply to
      any matters specifically dealt with in Sections 8.2, 8.4, 8.6 or
11.2(f).




	8.6 	
      Payments Free and Clear of
Taxes




	 	(a) 	
      Any and all payments made by or on behalf of the Borrower
      under this agreement or under any other Credit Document (any such payment
      being hereinafter referred to as a “Payment”) to or for the benefit
      of the Administrative Agent or any Lender shall be made without set-off or
      counterclaim, and free and clear of, and without deduction or withholding
      for, or on account of, any and all present or future Taxes except to the
      extent that such deduction or withholding is required by law or the
      administrative practice of any Official Body. If any such Taxes are so
      required to be deducted or withheld from or in respect of any Payment made
      to or for the benefit of the Administrative Agent or any Lender, the
      Borrower shall:




	 	(i) 	
      promptly notify the Administrative Agent of such
      requirement;

	 	 	 
	 	(ii) 	
      with respect to Taxes other than Excluded Taxes, pay to
      the Administrative Agent or Lender, as the case may be, in addition to the
      Payment to which the Administrative Agent or Lender is otherwise entitled,
      such additional amount as is necessary to ensure that the net amount
      actually received by the Administrative Agent or Lender (free and clear,
      and net, of any such Taxes, including the full amount of any Taxes
      required to be deducted or withheld from any additional amount paid by the
      Borrower under this Section 8.6(a), whether assessable against the
      Borrower, the Administrative Agent or such Lender) equals the full amount
      the Administrative Agent or Lender, as the case may be, would have
      received had no such deduction or withholding been required;

	 	 	 
	 	(iii) 	
      make such deduction or withholding;

	 	 	 
	 	(iv) 	
      pay to the relevant Official Body in accordance with
      Applicable Law the full amount of Taxes required to be deducted or
      withheld (including the full amount of Taxes required to be deducted or withheld from
any additional amount paid by the Borrower to the Administrative Agent or Lender
under this Section 8.6(a)), within the time period required by Applicable Law;
and 



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	 	(v) 	
      as promptly as possible thereafter, forward to the
      Administrative Agent or Lender, as the case may be, an original official
      receipt (or a certified copy), or other documentation reasonably
      acceptable to the Administrative Agent or Lender, evidencing such payment
to such Official Body.




	 	(b) 	
      In addition, the Borrower agrees to pay any and all
      present or future Other Taxes.

	 	 	 
	 	(c) 	
      The Borrower hereby indemnifies and holds harmless the
      Administrative Agent and each Lender, on an after-Taxes basis, for the
      full amount of Taxes and Other Taxes, interest, penalties and other
      liabilities, levied, imposed or assessed against (and whether or not paid
      directly by) the Administrative Agent or any Lender, as applicable, and
      for all expenses, resulting from or relating to the Borrower’s failure
      to:




	 	(i) 	
      remit to the Administrative Agent or any Lender the
      documentation referred to in Section 8.6(a)(v); or

	 	 	 
	 	(ii) 	
      pay any Taxes or Other Taxes when due to the relevant
      Official Body (including, without limitation, any Taxes imposed by any
      Official Body on amounts payable under this Section
  8.6)),



whether or not such Taxes were correctly or legally assessed.
The Administrative Agent or any Lender who pays any Taxes or Other Taxes, shall
promptly notify the Borrower of such payment, provided, however, that failure to
provide such notice shall not detract from, or compromise, the obligations of
the Borrower under this Section 8.6. Payment pursuant to this indemnification
shall be made within 30 days from the date the Administrative Agent or any
Lender, as the case may be, makes written demand therefor accompanied by a
certificate as to the amount of such Taxes or Other Taxes and the calculation
thereof, which calculation shall be prima facie evidence of such
amount.

	 	(d) 	
      If the Borrower determines in good faith that a
      reasonable basis exists for contesting any Taxes for which a payment has
      been made under this Section 8.6, the relevant Lender or the
      Administrative Agent, as applicable, shall, if so requested by the
      Borrower, cooperate with the Borrower in challenging such Taxes at the
      Borrower’s expense.

	 	 	 
	 	(e) 	
      If any Lender or the Administrative Agent, as applicable,
      receives a refund of, or credit for, Taxes for which a payment has been
      made by the Borrower under this Section 8.6, which refund or credit in the
      good faith judgment of such Lender or the Administrative Agent, as the
      case may be, is attributable to the Taxes giving rise to such payment made
      by the Borrower, then such Lender or the Administrative Agent, as the case
      may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment
made under this Section 8.6 that gives rise to such refund or credit), net of
out-of-pocket expenses of such Lender or the Administrative Agent, as the case
may be, which the Administrative Agent or such Lender, as the case may be,
determines in its absolute discretion will leave it, after such reimbursement,
in no better or worse position than it would have been in if such Taxes had not
been exigible. The Borrower, upon the request of the Administrative Agent or any
Lender, agrees to repay the Administrative Agent or Lender, as the case may be,
any portion of any such refund or credit paid over to the Borrower that the
Administrative Agent or Lender, as the case may be, is required to pay to the
relevant Official Body and agrees to pay any interest, penalties or other
charges paid by the Administrative Agent or Lender, as the case may be, as a
result of or related to such payment to such Official Body. Neither the
Administrative Agent nor any Lender shall be under any obligation to arrange its
tax affairs in any particular manner so as to claim any refund or credit. None
of the Lenders nor the Administrative Agent shall be obliged to disclose any
information regarding its tax affairs or computations to the Borrower or any
other Person in connection with this Section 8.6(f) or any other provision of
this Section 8.6. 



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	 	(f) 	
      The Borrower also hereby indemnifies and holds harmless
      the Administrative Agent and each Lender, on an after-Taxes basis, for any
      additional taxes on net income that the Administrative Agent or any Lender
      may be obliged to pay as a result of the receipt of amounts under this
  Section 8.6.

	 	 	 
	 	(g) 	
      Any Lender that is entitled to an exemption from or
      reduction of withholding Taxes or Other Taxes (collectively, “Relevant
      Taxes”) under the law of the jurisdiction in which the Borrower is
      resident for tax purposes, or any treaty to which such jurisdiction is a
      party, with respect to Payments shall, at the request of the Borrower,
      deliver to the Borrower (with a copy to the Administrative Agent), at the
      time or times prescribed by Applicable Law or reasonably requested by the
      Borrower or the Administrative Agent, such properly completed and executed
      documentation prescribed by Applicable Law (if any) as will permit such
      payments to be made without withholding or at a reduced rate of
      withholding or a reduced rate of Relevant Taxes. In addition, (i) any
      Lender, if requested by the Borrower or the Administrative Agent, shall
      deliver such other documentation prescribed by Applicable Law (if any) or
      reasonably requested by the Borrower or the Administrative Agent as will
      enable the Borrower or the Administrative Agent to determine whether or
      not such Lender is subject to withholding or information reporting
      requirements, and (ii) any Lender that ceases to be, or to be deemed to
      be, resident in Canada for purposes of Part XIII of the Tax Act or any
      successor provision thereto in respect of Payments shall within five
      Business Days thereof notify the Borrower and the Administrative Agent in
      writing. Notwithstanding the foregoing, no Lender shall be required to
      deliver any documentation pursuant to this Section 8.6(h) that such Lender
      is not legally able to deliver.

	 	 	 
	 	(h) 	
      Additional amounts payable under Section 8.6(a) have the
      same character as the Payments to which they relate. For greater
certainty, for example, additional amounts payable under Section 8.6(a), in respect of interest
payable under a Credit Document, shall be payments of interest under such Credit
Document.

	 	 	 
	 	(i) 	
      The Borrower’s obligations under this Section 8.6 shall
      survive without limitation the termination of the Credit Facility and this
      agreement and all other Credit Documents and the permanent repayment of
      the outstanding credit and all other amounts payable
  hereunder.



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ARTICLE 9 
REPAYMENTS AND PREPAYMENTS 

	9.1 	
      Repayment of Credit
Facility



The Borrower shall repay to the
Administrative Agent, for the account of the Lenders, in full the outstanding
credit under the Credit Facility on the Maturity Date together with all accrued
and unpaid interest thereon and all accrued and unpaid fees with respect
thereto. 

	9.2 	
      Extension of Maturity
Date




	 	(a) 	
      The Borrower may request in writing (a “Request for
      Offer of Extension”) from the Lenders (each, a “Requested
      Lender”), not more than 120 days and not less than 90 days prior to
      the current Maturity Date, and each successive anniversary of the Maturity
      Date thereafter, or such other date as may be agreed to by the Lenders
      (the “Anniversary Date”), an offer by the Requested Lenders to the
      Borrower to extend the then current Maturity Date for a specified period
      on specific terms and conditions (an “Offer of Extension”). Such
      request shall be made by the Borrower by delivering to the Administrative
      Agent an executed Request for Offer of Extension and such other
      information as the Administrative Agent and Requested Lenders may request.
      The Administrative Agent shall forthwith notify each Requested Lender of
      such request by the Borrower and each Requested Lender shall notify the
      Administrative Agent and the Borrower as to whether or not it agrees (in
      its sole discretion) to such request no later than 30 days following
      receipt by such Requested Lender of notice of such request; provided that,
      if a Requested Lender does not so notify the Administrative Agent and the
      Borrower, such Requested Lender shall be deemed to have elected not to
      agree to such request.

	 	 	 
	 	(b) 	
      Any such Requested Lender that does not, or is deemed not
      to, agree to such request shall become a “Non-Agreeing Lender” and
      unless its Individual Commitment is purchased pursuant to Section 9.2(d),
      the Secured Obligations owing to such Requested Lender shall be repaid in
      accordance with and subject to Section 9.2(e).

	 	 	 
	 	(c) 	
      If the Majority Lenders agree to such request, the
      Administrative Agent shall within two (2) Banking Days deliver to the
      Borrower an Offer of Extension. Any such Offer of Extension shall be open
      for acceptance by the Borrower until the Banking Day immediately preceding
      the next succeeding Anniversary Date. Upon written notice by the Borrower
      to the Administrative Agent accepting an Offer of Extension and agreeing to the terms and conditions
specified therein, if any, the Maturity Date, in respect of those Lenders
agreeing to such extension (the “Agreeing Lenders”), shall be extended to
the date specified in the Offer of Extension and the terms and conditions, if
any, specified thereunder, shall become effective on the first day after the
succeeding Anniversary Date referred to above. 



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	 	(d) 	
      Each of the Agreeing Lenders shall have the right (but
      not the obligation) to purchase the Individual Commitment of any
      Non-Agreeing Lender for a purchase price in an amount equal to the
      aggregate outstanding principal amount of the Secured Obligations owing to
      such Non-Agreeing Lender, including accrued interest thereon to the date
      of payment of such principal amount and all other amounts payable to such
      Non-Agreeing Lender under this agreement. Each of the Agreeing Lenders
      (each, an “Extension Purchasing Lender”) wishing to exercise its
      rights to purchase the Individual Commitment of a Non-Agreeing Lender
      shall forthwith so notify the Borrower, the Administrative Agent and each
      of the other Lenders, if any, and such Extension Purchasing Lender shall
      thereupon be obligated to purchase not less than fifteen (15) days prior
      to the then current Anniversary Date an undivided share of the Individual
      Commitment of each Non-Agreeing Lender equal to the ratio that such
      Extension Purchasing Lender's Individual Commitment is of the aggregate of
      all Extension Purchasing Lenders' Individual Commitments or as otherwise
      agreed to by the Borrower and all Extension Purchasing Lenders. The
      Non-Agreeing Lenders, the Extension Purchasing Lenders, the Administrative
      Agent, the Borrower and each of the other Lenders, if any, shall forthwith
      duly execute and deliver any necessary documentation to give effect to
      such purchase, whereupon each Non-Agreeing Lender shall, as of the
      effective date thereof, be released from its obligations to the Borrower
      hereunder and under the other Credit Documents arising subsequent to such
  date.

	 	 	 
	 	(e) 	
      If a Non-Agreeing Lender's Individual Commitment is not
      purchased pursuant to Section 9.2(d), so long as there exists no Default,
      the Borrower shall repay all Secured Obligations owing hereunder to such
      Non-Agreeing Lender on its then current Maturity Date and, upon such
      repayment, (A) such Non-Agreeing Lender shall cease to be a Lender
      hereunder and such Non-Agreeing Lender's Individual Commitment shall be
      terminated, (B) the Total Commitment Amount shall be reduced by the amount
      of the Non-Agreeing Lender's terminated Individual Commitment, and (C) the
      Pro Rata Share of each remaining Lender shall be adjusted
    accordingly.

	 	 	 
	 	(f) 	
      If an Offer of Extension has been provided to the
      Borrower which it has accepted as required thereby, the Maturity Date for
      each Lender that has approved the Request for Offer of Extension shall be
      extended to the date which is set out in the Offer of Extension, and the
      terms and conditions specified in such Offer of Extension shall be
      immediately effective. If an Offer of Extension is not provided to the
      Borrower, the provisions of Section 9.2(d) and (f) shall not be
      applicable, and the Borrower shall repay all Secured Obligations
outstanding hereunder on the Maturity Date.

	 	 	 
	 	(g) 	
      This Section 9.2 shall apply from time to time to permit
      successive extensions of the Maturity Date, if and for so long as the
      Majority Lenders have agreed in accordance with Section
9.2(c).



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	9.3 	
      Voluntary Prepayments



Subject to Section 9.5, the
Borrower shall be entitled to prepay all or any portion of the outstanding Loans
at any time, without penalty, provided that Section 8.4 shall be complied with
in connection with any such prepayment. Other than any payments required
pursuant to Section 8.4 , there are no premiums, penalties or other additional
payments associated with any voluntary prepayments under this Section 9.3.
Amounts which are prepaid as aforesaid may be reborrowed. 

	9.4 	
      Mandatory Prepayments



The Borrower shall, within five
Banking Days of the occurrence of a Prepayment Trigger Event, prepay outstanding
credit under the Credit Facility in an amount equal to 100% of the Net Cash
Proceeds in respect of such Prepayment Trigger Event. Amounts which are prepaid
as aforesaid under the Credit Facility may not be reborrowed. Section 8.4 shall
be complied with in connection with any prepayment pursuant to this Section 9.4.


	9.5 	
      Prepayment Notice



The Borrower shall give written
notice to the Administrative Agent of each voluntary prepayment pursuant to
Section 9.3. Such notice (a “Prepayment Notice”) shall be irrevocable,
shall be given in accordance with Section 3.12 and shall specify: 

	 	(a) 	
      the date on which the prepayment is to take place;
    and

	 	 	 
	 	(b) 	
      the type and principal amount of the Loan or the portion
      thereof which is to be prepaid (which amount shall be at least
      $1,000,000).




	9.6 	
      Currency of Repayment



All payments and repayments of
outstanding credit hereunder shall be made in the currency of such outstanding
credit. 

	9.7 	
      Repayments of Credit
Excess



In the event that the Credit
Excess at any time exceeds 3% of the aggregate amount of credit outstanding at
such time, the Borrower shall repay to the Lenders, upon the demand of the
Administrative Agent, the amount of the Credit Excess at such time, but nothing
herein shall be deemed to obligate any Lender or the Administrative Agent to
fund the Credit Excess. 

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	9.8 	
      Reimbursement or Conversion on Presentation of
      Letters




	 	(a) 	
      On presentation of a Letter and payment thereunder by the
      Issuing Lender, the Borrower shall forthwith pay to the Issuing Lender,
      and thereby reimburse the Issuing Lender for, all amounts paid by the
      Issuing Lender pursuant to such Letter. Failing such payment, the Borrower
      shall be deemed to have effected a conversion of such Letter into a Prime
      Rate Loan (in the case of a Letter denominated in Canadian dollars) or
      into a Base Rate Loan (in the case of a Letter denominated in United
      States dollars) to the extent of the payment of the Issuing Lender
      thereunder.

	 	 	 
	 	(b) 	
      If the Issuing Lender makes payment under any Letter and
      the Borrower does not fully reimburse the Issuing Lender on or before the
      date of payment, then Section 9.8(a) shall apply to deem a Loan to be
      outstanding to the Borrower under this agreement in the manner therein set
      out. Each Lender shall, on request by the Issuing Lender, immediately pay
      to the Issuing Lender an amount equal to such Lender’s Pro Rata Share of
      the amount paid by the Issuing Lender such that each Lender is
      participating in the deemed Loan in accordance with its Pro Rata
    Share.

	 	 	 
	 	(c) 	
      Each Lender shall immediately on demand indemnify the
      Issuing Lender to the extent of such Lender’s Pro Rata Share of any amount
      paid or liability incurred by the Issuing Lender under each Letter issued
      by it hereunder to the extent that the Borrower does not fully reimburse
      the Issuing Lender therefor.

	 	 	 
	 	(d) 	
      For certainty, the obligations of the Lenders in this
      Section 9.8 shall continue as obligations of the Persons who were Lenders
      at the time each such Letter was issued notwithstanding that such Lender
      may assign its rights and obligations hereunder, unless the Issuing Lender
      specifically releases such Lender from such obligations in
  writing.




	9.9 	
      Letters Subject to an
Order



The Borrower shall pay to the
Issuing Lender for deposit to the Letter Cash Collateral Account an amount equal
to the maximum amount available to be drawn under any unexpired Letter which
becomes the subject of any Order and concurrently with such payment deliver to
the Administrative Agent a certificate of a senior officer of SWC addressed to
the Administrative Agent that no SWC Payment Default (as defined in the
Intercreditor Agreement) has occurred and is continuing; payment in respect of
each such Letter shall be due forthwith upon demand in the currency in which
such Letter is denominated. The Issuing Lender shall apply funds in the Letter
Cash Collateral Account to (a) satisfy any reimbursements obligations of the
Borrower to the Issuing Lender under Section 9.8, or (b) refund to the Borrower
any amounts payable by the Issuing Lender to the Borrower under Section 13.4.


	9.10 	
      Reimbursement Obligation for Maturing Bankers’
      Acceptances



The Borrower hereby
unconditionally agrees to pay to the Lenders on the maturity date (whether at
stated maturity, by acceleration or otherwise) of each Bankers’ Acceptance drawn
by the Borrower the undiscounted face amount of such then-maturing Bankers’ Acceptance. The obligation of the Borrower to reimburse the
Lenders for then-maturing Bankers’ Acceptances may be satisfied by the Borrower
by: 

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	 	(a) 	
      paying to the Lenders, in accordance with Section 3.8, on
      the maturity date of such Bankers’ Acceptances an amount equal to the
      aggregate undiscounted face amount thereof, provided that the Borrower
      shall notify the Administrative Agent of its intention to reimburse the
      Lenders in such manner prior to 10:00 a.m. (Toronto time) on such maturity
  date;

	 	 	 
	 	(b) 	
      replacing the maturing Bankers’ Acceptances with new
      Bankers’ Acceptances in accordance with Section 5.2; or

	 	 	 
	 	(c) 	
      converting the maturing Bankers’ Acceptances into a Loan
in accordance with Section 6.3, 6.5 or 6.6.



In no event shall the Borrower
claim from the Lenders any grace period with respect to the aforesaid obligation
of the Borrower to reimburse the Lenders. 

ARTICLE 10 
REPRESENTATIONS AND WARRANTIES


	10.1 	
      Representations and
Warranties



To induce the Lenders and the
Administrative Agent to enter into this agreement and to induce the Lenders to
extend credit hereunder, the Borrower hereby represents and warrants to the
Lenders and the Administrative Agent, as of the date of this agreement, as of
the date of each extension of credit hereunder and as of the last day of each
Fiscal Quarter, as follows and acknowledges and confirms that the Lenders and
the Administrative Agent are relying upon such representations and warranties in
entering into this agreement and in extending credit hereunder: 

	 	(a) 	
      Status and Power of Obligors. Each Company is a
      corporation duly incorporated and organized and validly subsisting in good
      standing under the laws of its jurisdiction of incorporation. Each Company
      is duly qualified, registered or licensed in all jurisdictions where the
      nature of its business makes such qualification, registration or licensing
      necessary. Each Company has all requisite corporate capacity, power and
      authority to own, hold under licence or lease its properties, to carry on
      its business as now conducted. Each Company has all necessary corporate
      capacity to enter into, and carry out the transactions contemplated by,
      the Finance Documents to which is a party.

	 	 	 
	 	(b) 	
      Authorization and Enforcement. All necessary
      action, corporate or otherwise, has been taken to authorize the execution,
      delivery and performance by each Company of the Finance Documents to which
      it is a party. Each Company has duly executed and delivered the Finance
      Documents to which it is a party. The Finance Documents to which each
      Company is a party are legal, valid and binding obligations of such
      Company, enforceable against such Company in accordance with its terms,
      except to the extent that the enforceability thereof may be
  limited by (i) applicable bankruptcy, insolvency, moratorium,
reorganization and other similar laws of general application limiting the
enforcement of creditors’ rights generally, (ii) the fact that the courts may
deny the granting or enforcement of equitable remedies and (iii) the fact that,
pursuant to the Currency Act (Canada), no court in Canada may make an
order expressed in any currency other than lawful money of Canada. 



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	 	(c) 	
      Compliance with Other Instruments. The execution,
      delivery and performance by Company Obligor of the Finance Documents to
      which it is a party, and the consummation of the transactions contemplated
      herein and therein, do not and will not conflict with, result in any
      breach or violation of, or constitute a default under, the terms,
      conditions or provisions of, the charter or constating documents or
      by-laws of, or any shareholder agreement or declaration relating to, such
      Company. The execution, delivery and performance by each Company of the
      Finance Documents to which it is a party, and the consummation of the
      transactions contemplated herein and therein, do not and will not conflict
      with, result in any material breach or violation of, or constitute a
      material default under, the terms, conditions or provisions of, any law,
      regulation, judgment, decree or order binding on or applicable to such
      Company or to which its property is subject or of any Material Agreement
      or any material lease, licence, permit or other instrument to which such
      Company is a party or is otherwise bound or by which such Company benefits
      or to which its property is subject and do not require the consent or
  approval of any Official Body or any other party.

	 	 	 
	 	(d) 	
      Financial Statements. The consolidated financial
      statements of the Borrower for the most recently completed Fiscal Quarter
      or Fiscal Year, as the case may be, were prepared in accordance with GAAP
      and no Material Adverse Change has occurred in the condition, financial or
      otherwise, of the Obligors since the date of such consolidated financial
      statements. The balance sheet of the aforesaid consolidated financial
      statements presents a fair statement of the financial condition and assets
      and liability of the Borrower as at the date thereof and the statements of
      operations, retained earnings and cash flows contained in the aforesaid
      consolidated financial statements fairly presents the results of the
      consolidated operations of the Borrower throughout the period covered
      thereby. Except to the extent reflected or reserved against in the
      aforesaid balance sheet (including the notes thereto) and except as
      incurred in the ordinary and usual course of the business of the Borrower,
      the Borrower does not have any outstanding indebtedness or any liability
      or obligations (whether accrued, absolute, contingent or otherwise) of a
      material nature customarily reflected or reserved against in a balance
      sheet (including the notes thereto) prepared in accordance with
    GAAP.

	 	 	 
	 	(e) 	
      Litigation. Other than the Ejidos Claims, there
      are no actions, suits, inquiries, claims or proceedings (whether or not
      purportedly on behalf of any Obligor) pending or threatened in writing
      against or affecting any Obligor before any Official Body which in any
      case or in the aggregate could reasonably be expected to have a Material
Adverse Effect.



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	 	(f) 	
      Title to Assets. Each Obligor has good and
      marketable title to its property, assets and undertaking, free from any
      Lien other than the Permitted Liens.

	 	 	 
	 	(g) 	
      Conduct of Business. No Obligor is in violation of
      any Capital Lease and otherwise no Obligor is in violation of any other
      agreement, mortgage, franchise, licence, judgment, decree, order, statute,
      statutory trust, rule or regulation relating in any way to itself or to
      the operation of its business or to its property or assets (including, for
      certainty, all Environmental Laws) and which could reasonably be expected
      to have a Material Adverse Effect. Each Obligor holds all licenses,
      certificates of approval, approvals, registrations, permits and consents
      which are required to operate its businesses where they are currently
      being operated except where the failure to have such licenses,
      certificates of approval, approvals, registrations, permits and consents
      could not reasonably be expected to have a Material Adverse
  Effect.

	 	 	 
	 	(h) 	
      Outstanding Defaults. No Default or Event of
      Default exists or would result from the incurring of any Secured
      Obligations. No event has occurred which constitutes or which, with the
      giving of notice, lapse of time or both, would constitute a default under
      or in respect of any Material Agreement, undertaking or instrument to
      which any Obligor is a party or to which its respective property or assets
      may be subject, and which could reasonably be expected to have a Material
      Adverse Effect.

	 	 	 
	 	(i) 	
      Solvency Proceedings. No Obligor
  has:




	 	(i) 	
      admitted its inability to pay its debts generally as they
      become due or failed to pay its debts generally as they become
  due;

	 	 	 
	 	(ii) 	
      in respect of itself, filed an assignment or petition in
      bankruptcy or a petition to take advantage of any insolvency
    statute;

	 	 	 
	 	(iii) 	
      made an assignment for the benefit of its
    creditors;

	 	 	 
	 	(iv) 	
      consented to the appointment of a receiver of the whole
      or any substantial part of its assets;

	 	 	 
	 	(v) 	
      filed a petition or answer seeking a reorganization,
      arrangement, adjustment or composition in respect of itself under
      applicable bankruptcy laws or any other Applicable Law or statute of
      Canada, the United States, Mexico, Barbados, Luxembourg or other
      applicable jurisdiction or any subdivision thereof; or

	 	 	 
	 	(vi) 	
      been adjudged by a court having jurisdiction a bankrupt
      or insolvent, nor has a decree or order of a court having jurisdiction
      been entered for the appointment of a receiver, liquidator, trustee or
      assignee in bankruptcy of any Obligor with such decree or order having
      remained in force and undischarged or unstayed for a period of 30
    days.



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	 	(j) 	
      Tax Returns and Taxes. Each Obligor has filed all
      material Tax returns and Tax reports required by law to have been filed by
      it and has paid all Taxes thereby shown to be owing, except any such Taxes
      which are being diligently contested in good faith by appropriate
      proceedings and for which adequate reserves in accordance with GAAP shall
      have been set aside on its books.

	 	 	 
	 	(k) 	
      Expropriation or Condemnation. There is no present
      or threatened (in writing) expropriation or condemnation of the property
      or assets of any Obligor.

	 	 	 
	 	(l) 	
      Environmental
Compliance.




	 	(i) 	
      All facilities and property (including underlying
      groundwater) owned, leased, used or operated by any Company have been, and
      continue to be, owned or leased in material compliance with all
      Environmental Laws;

	 	 	 
	 	(ii) 	
      There are no pending or threatened in
  writing:




	 	(A) 	
      claims, complaints, notices or requests for information
      received by any Company with respect to any alleged violation of any
      Environmental Law which alleged violation could reasonably be expected to
      have a Material Adverse Effect;

	 	 	 
	 	(B) 	
      complaints, notices or inquiries to any Company regarding
      potential material liability under any Environmental
Law;




	 	(iii) 	
      There have been no Releases of any Hazardous Materials or
      any escape, seepage, leakage, spillage, discharge, emission or release of
      any Hazardous Materials at, on, under or from any property now or
      previously owned, operated, used or leased by any Company in violation of
      Environmental Laws other than any such escape, seepage, leakage, spillage,
      discharge, emission or release which has been corrected in compliance with
      Applicable Law or which could not reasonably be expected to have a
      Material Adverse Effect;

	 	 	 
	 	(iv) 	
      Each Company has been issued and is in material
      compliance with all permits, certificates, approvals, licenses and other
      authorizations under any Environmental Laws to carry on its business;
      and

	 	 	 
	 	(v) 	
      No conditions exist at, on or under any property now or
      previously owned, operated, used or leased by any Company which, with the
      passage of time, or the giving of notice or both, would give rise to
      material liability under any Environmental
Law.




	 	(m) 	
      Subsidiaries and Partnerships. There are no direct
      Subsidiaries of the Borrower other than the Guarantors. No Obligor is,
      directly or indirectly, a member of, or a partner or participant in, any
      partnership, joint venture or syndicate.



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	 	(n) 	
      Corporate Structure. As at the date hereof, and
      hereafter, except as such information may change as a result of a
      transaction permitted hereby and reported to the Administrative Agent in
      accordance with Section 11.2(b)(iii), the chart attached hereto as
      Schedule H accurately sets out the corporate structure of the Borrower and
      all of its Subsidiaries and evidences (i) intercorporate share ownership
      and (ii) ownership of projects and mines (including, without limitation,
      the Material Properties).

	 	 	 
	 	(o) 	
      Assets Insured. The property and assets of the
      Obligors are insured with insurers, in amounts, for risks and otherwise
      which are reasonable in relation to such property and assets (subject to
      the amount of such deductibles as are reasonable and normal in the
      circumstances) against loss or damage, and there has been no default or
      failure by the party or parties insured under the provisions of such
      policies of insurance maintained which would prevent the recovery by the
      Obligor insured thereunder of the full amount of any material insured
      loss. The named insured under all insurance policies maintained by the
      Obligors is not in default under any of the material provisions contained
      in any such insurance policies.

	 	 	 
	 	(p) 	
      Intellectual Property. Each Obligor owns or is
      licensed or otherwise has the right to use all Intellectual Property that
      is used in the operation of its businesses without conflict with the
      rights of any other Person (other than any Intellectual Property the
      absence of which or any such conflict with respect to which would not have
      a Material Adverse Effect). No Obligor has received any notice of any
      claim of infringement or similar claim or proceeding relating to any of
      the Intellectual Property which if determined against such Obligor could
      reasonably be expected to have a Material Adverse Effect. No present or
      former employee of any Obligor and no other Person owns or claims in
      writing to own or has or claims in writing to have any interest, direct or
      indirect, in whole or in part, in any of the Intellectual Property of such
      Obligor that could reasonably be expected to have a Material Adverse
      Effect.

	 	 	 
	 	(q) 	
      Employment and Labour Agreements. Each Obligor is
      in compliance with the terms and conditions of all collective bargaining
      agreements and other labour agreements except where the failure to so
      comply could not reasonably be expected to have a Material Adverse
      Effect.

	 	 	 
	 	(r) 	
      Capital of the Guarantors. All Shares issued by
      each Guarantor are fully paid and non-assessable. There are no outstanding
      warrants, options or other agreements which require or may require the
      issuance of any Shares of the Guarantors or the issuance of any debt or
      securities convertible into Shares of the Guarantors, there are no
      outstanding debt or securities convertible into Shares of the Guarantors
      and there are no such Shares allotted for issuance. There is no unanimous
      shareholder agreement with respect to any of the Obligors.

	 	 	 
	 	(s) 	
      Mining Properties. The Mining Properties have been
      validly granted and recorded in the name of the relevant Obligor, are
      owned by the relevant Obligor and are in full force and effect. No Person other than the
relevant Obligor has any right, title or interest in or to the Mining Properties
owned by such Obligor. The Mining Properties are subject to the relevant
Obligor’s continued compliance with Applicable Law relating thereto. The Mining
Properties give the relevant Obligor the exclusive right to mine or exploit any
and all minerals on the areas covered by the relevant Mining Properties. All
fees, including without limitation maintenance fees, and other payments due to
any Official Body in respect of the Mining Properties have been paid in full on
a timely basis except any such fees which are being diligently contested in good
faith and for which adequate reserves in accordance with GAAP shall have been
set aside on its books or where such non-payment could not be reasonably
expected to have a Material Adverse Effect. Other than the Royalties, no fees,
royalties or other payments payable to any Person other than Official Bodies are
or shall become due with respect to any of the Mining Properties. Except with
respect to the SLW Silver Purchase Agreement, the Sandstorm Gold Purchase
Agreement, the Royalties and payments to Official Bodies required pursuant to
Applicable Law, no Obligor is a party to, and has no knowledge of, any royalty
or similar agreements pursuant to which such Obligor or any other party is
obligated to pay to any Person any amount with respect to any of the Mining
Properties. 



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- 71 -

	 	(t) 	
      Liens. The Liens granted to the Administrative
      Agent or the Mexican Collateral Agent, as applicable, pursuant to the
      Security Documents are fully perfected first priority Liens in and to the
      Secured Assets (subject only to Permitted Liens which by their nature or
      by reason of the Intercreditor Documents would constitute prior ranking
      security) and will, upon the acquisition of additional Secured Assets by
      each Obligor, constitute first charges or security interests upon all such
      Secured Assets of such Obligor (subject only to Permitted Liens which by
      their nature or by reason of the Intercreditor Documents would constitute
      prior ranking security) free and clear of all Liens except Permitted
  Liens.

	 	 	 
	 	(u) 	
      Consents, Approvals, etc. No consents, approvals,
      acknowledgements, undertakings, non-disturbance agreements, directions or
      other documents or instruments which have not already been provided to the
      Administrative Agent or the Mexican Collateral Agent are required to be
      entered into by any Person (i) to make effective the Security created or
      intended to be created by the Obligors in favour of the Administrative
      Agent or the Mexican Collateral Agent, as applicable, pursuant to the
      Security Documents, (ii) to ensure the perfection and the intended
      priority of such Security and (iii) to implement the transactions
      contemplated hereby.

	 	 	 
	 	(v) 	
      Material Agreements. As at the date hereof, the
      only Material Agreements are those identified in the definition thereof.
      The Material Agreements (to the extent that such Material Agreements have
been entered into) are:




	 	(i) 	
      in full force and effect;



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- 72 - 

	 	(ii) 	
      enforceable by the relevant Obligor against all other
      parties thereto in accordance with their terms (subject to bankruptcy and
      insolvency laws and other similar laws affecting creditors’ rights
      generally and to general equitable principles); and

	 	 	 
	 	(iii) 	
      in the form previously or concurrently delivered to the
      Administrative Agent pursuant to this agreement.



All performance required under each
Material Agreement (and, to the best of the knowledge of the Borrower, of each
other party thereto) required at the date of making this representation from
time to time has occurred, except to the extent any such non-performance would
not reasonably be expected to result in a Material Adverse Effect. No default
(however denominated) in the performance of the obligations of the Borrower (or,
to the best of the knowledge of the Borrower, of any other party thereto) under
any Material Agreement has occurred and is continuing. There is no prohibition
on assignment in any Material Agreement other than where consent to assignment
has been obtained prior to the assignment of such Material Agreement. The entry
into and performance by the Obligors of the Credit Documents will not conflict
with any term of any Material Agreement. 

	 	(w) 	
      Proceeds of Crime (Money Laundering) and Terrorist
      Financing Act (Canada). The Borrower's most recent audited
      balance sheet states that the Borrower has net assets of at least
      CDN$75,000,000. The Borrower's shares are traded on a Canadian stock
      exchange or a stock exchange designated under subsection 262(1) of the Tax
      Act. The Borrower operates in a country that is a member of the Financial
      Action Task Force. The Borrower is not a charity registered with the
      Canada Revenue Agency nor does it solicit charitable financial donations
      from the public.

	 	 	 
	 	(x) 	
      Perfection Certificate. Other than as may be
      updated from time to time pursuant to Section 11.2(b), 11.2(o) and
      11.2(p), all information in the Perfection Certificate is hereby certified
      to be true and correct.

	 	 	 
	 	(y) 	
      No Omissions. None of the representations and
      statements of fact set forth in this Section 10.1 omits to state any
      material fact necessary to make any such representation or statement of
      fact not misleading in any material respect.




	10.2 	
      Survival of Representations and
  Warranties



All of the representations and
warranties of the Borrower contained in Section 10.1 shall survive the execution
and delivery of this agreement until all credit outstanding hereunder has been
repaid in full and the Credit Facility has been terminated, notwithstanding any
investigation made at any time by or on behalf of the Administrative Agent or
any of the Lenders. 

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ARTICLE 11 
COVENANTS 

	11.1 	Financial Covenants 


The Borrower hereby covenants and
agrees with the Administrative Agent and the Lenders that, until all credit
outstanding hereunder has been repaid in full and the Credit Facility has been
terminated, and unless waived in writing in accordance with Section 14.14: 

	 	(a) 	
      Tangible Net Worth. The Borrower shall at all
      times maintain Tangible Net Worth in an amount greater than or equal to
      U.S. $763,419,000 plus 50% of the aggregate positive Net Income for the
      Fiscal Quarters during the period from April 1, 2014 to the last day of
      the Fiscal Quarter which has been most recently completed at such time.
      For the purpose of the foregoing, if the Net Income for a particular
      Fiscal Quarter is negative, the Net Income for such Fiscal Quarter shall
      be deemed to be zero.

	 	 	 
	 	(b) 	
      Total Net Debt Leverage Ratio. The Borrower shall
      at all times maintain the Total Net Debt Leverage Ratio in an amount less
      than or equal to 3.5 to 1.

	 	 	 
	 	(c) 	
      Senior Net Debt Leverage Ratio. The Borrower shall
      at all times maintain the Senior Net Debt Leverage Ratio in an amount less
      than or equal to 2.0 to 1.

	 	 	 
	 	(d) 	
      Interest Coverage Ratio. The Borrower shall at all
      times maintain the Interest Coverage Ratio in an amount greater than or
      equal to 4.5 to 1.




	11.2 	
      Affirmative Covenants



The Borrower hereby covenants and
agrees with the Administrative Agent and the Lenders that, until all credit
outstanding hereunder has been repaid in full and the Credit Facility has been
terminated, and unless waived in writing in accordance with Section 14.14: 

	 	(a) 	
      Prompt Payment. The Borrower shall duly and
      punctually pay, or cause to be duly and punctually paid to the
      Administrative Agent and, if applicable, the Mexican Collateral Agent, all
      amounts payable by each Obligor under the Credit Documents to which it is
      a party at the times and places and in the currency and manner mentioned
      therein.

	 	 	 
	 	(b) 	
      Financial Reporting. The Borrower shall furnish
      the Administrative Agent with the following statements and reports with
      sufficient copies for all of the Lenders (the filing of any of the
      following documents on SEDAR shall satisfy the delivery obligation in
      relation to such documents so filed when the Borrower has provided written
      notice of such filing to the Administrative
Agent):




	 	(i) 	
      within 90 days after the end of each Fiscal Year, copies
      of the audited consolidated financial statements of the Borrower for such
      Fiscal Year together with the auditors’ report on such audited financial
      statements in form and substance satisfactory to the Administrative Agent,
      as well as a chart setting out the corporate structure of the Borrower and
all of its Subsidiaries, whether direct or indirect, and evidencing (i)
intercorporate share ownership and (ii) ownership of the Material Properties;



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	 	(ii) 	
      within 45 days after the end of each Fiscal Quarter, the
  unaudited consolidated financial statements of the Borrower;

	 	 	 
	 	(iii) 	
      concurrent with the deliveries of financial statements
      pursuant to any of clauses (i) and (ii) above, a duly executed and
      completed Compliance Certificate and, where disclosure in the Perfection
      Certificate has changed as of such date, an updated Perfection Certificate
      together with written notification of any change in the information
      certified in the Perfection Certificate;

	 	 	 
	 	(iv) 	
      within 45 days of each Fiscal Year end, (I) a budget for
      the Borrower on a consolidated basis and for each Material Property for
      the ensuing Fiscal Year (with a breakdown for each month), (II) a
      consolidated financial model for the Borrower including a life of mine
      plan for each Material Property and (III) a statement of mineral reserves
      and resources for each Material Property as at the end of such Fiscal Year
      prepared by the Borrower and based on the most recent statement of mineral
      reserves and resources publicly disclosed by the Borrower under National
      Instrument 43-101, as reconciled with subsequent actual mining production
      by the Borrower and its Subsidiaries, in each case in form and substance
      satisfactory to the Administrative Agent;

	 	 	 
	 	(v) 	
      within 21 days of each calendar month end, an operating
      report for each Material Property;

	 	 	 
	 	(vi) 	
      such other statements, reports and information as the
      Administrative Agent on the instructions of the Majority Lenders may
reasonably request from time to time.



The Borrower shall, upon request,
furnish the Administrative Agent with copies of all documents which are filed by
the Borrower with the Ontario Securities Commission or with any similar Official
Body in any other jurisdiction in compliance with applicable securities
legislation which are not available on SEDAR. 

	 	(c) 	
      Use of Proceeds. The Borrower shall apply all of
      the proceeds of the Credit Facility to the general corporate purposes of
      the Borrower, including the funding of Permitted Acquisitions (which does
      not include hostile acquisitions). For certainty, the Borrower shall not
      use any proceeds of the Credit Facility to make a Restricted
    Payment.

	 	 	 
	 	(d) 	
      Insurance. The Borrower shall, and shall cause
      each other Obligor to, maintain on an individual or aggregate basis, with
      financially sound and reputable insurers, insurance with respect to the
      properties and business of the Obligors against
loss,damage, risk or liability of the kinds customarily insured
against by Persons carrying on a similar business. The Borrower shall cause the
Administrative Agent (and, in the case of the Mexican Collateral Agent, the
Mexican Collateral Agent) to be named in each such policy as secured party or
mortgagee and lender’s loss payee or additional insured, as appropriate, in a
manner acceptable to the Administrative Agent. Each policy of insurance shall
contain a clause or endorsement requiring the insurer to give not less than
thirty (30) days’ prior written notice to the Administrative Agent in the event
of cancellation of the policy for any reason whatsoever. The Borrower shall, and
shall cause each other Obligor to, comply with all of the material provisions
contained in all such insurance policies. All premiums for such insurance shall
be paid by the Borrower when due and certificates of insurance and, if
requested, photocopies of the policies shall be delivered to the Administrative
Agent. The Borrower shall promptly notify the Administrative Agent of any loss,
damage, or destruction to the Secured Assets, whether or not covered by
insurance, in excess of $1,000,000. If any Default shall be continuing, the
Majority Lenders may determine, in their sole discretion, whether any insurance
proceeds shall be used for repair or replacement. If a Default exists, the
Administrative Agent (and, in the case of the Mexican Collateral Agent, the
Mexican Collateral Agent) shall collect the insurance proceeds directly and no
Obligor shall enter into any settlement agreement with the applicable insurance
company without the prior written consent of the Administrative Agent, which
consent shall not be unreasonably withheld.



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	 	(e) 	
      Access to Senior Financial Officers. Upon the
      request of the Administrative Agent at reasonable intervals, the Borrower
      shall, and shall cause each other Obligor to, make available its senior
      financial officers to answer questions concerning such Obligor’s business
  and affairs.

	 	 	 
	 	(f) 	
      Reimbursement of Expenses. Regardless of whether
      any credit has been extended hereunder, the Borrower shall (i) reimburse
      the Administrative Agent, on demand, for all reasonable out-of-pocket
      costs, charges and expenses incurred by or on behalf of the Administrative
      Agent (including, without limitation, the reasonable and documented fees,
      disbursements and other charges of one primary legal counsel and any local
      or special legal counsel to the Administrative Agent as well as the
      reasonable costs of any engineering reports and environmental audits and
      studies as required by the Administrative Agent) in connection with the
      due diligence review undertaken by the Administrative Agent, the
      negotiation, preparation, execution, delivery, syndication, participation,
      administration and interpretation of the Credit Documents and the closing
      documentation ancillary to the completion of the transactions contemplated
      hereby and thereby and any amendments and waivers hereto and thereto
      (whether or not consummated or entered into), the charges of Intralinks
      and any lien search fees and lien registration fees, and (ii) reimburse
      the Administrative Agent and the Lenders, on demand, for all reasonable
      out-of-pocket costs, charges and expense incurred by or on behalf of any
      of them (including the fees, disbursements and other charges of counsel)
      in connection with the enforcement of the Credit
Documents.



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	 	(g) 	
      Notice of Expropriation or Condemnation, Litigation
      and Default. The Borrower shall promptly notify the Administrative
      Agent in writing of:




	 	(i) 	
      the commencement or the written threat of any
      expropriation or condemnation of any material assets, property or
      undertaking of any Obligor or of the institution of any proceedings
      related thereto;

	 	 	 
	 	(ii) 	
      any actions, suits, inquiries, disputes, claims or
      proceedings (whether or not purportedly on behalf of any Obligor)
      commenced or threatened in writing against or affecting any Obligor before
      any Official Body which in any case or in the aggregate could reasonably
      be expected to have a Material Adverse Effect;

	 	 	 
	 	(iii) 	
      upon the occurrence of a Default of which the Borrower is
      aware, the nature and date of occurrence of such Default, the Borrower’s
      assessment of the duration and effect thereof and the action which the
      Borrower proposes to take with respect thereto; and

	 	 	 
	 	(iv) 	
      in addition to, and not in limitation of, paragraph (iii)
      above, notice of any breach, default or missed payment under any Capital
      Lease, or any anticipated breach, default or missed payment under any
      Capital Lease together with any written notice or demand in respect
      thereof delivered to the relevant Obligor by the subject
  lessor.




	 	(h) 	
      Corporate Existence. The Borrower shall, and shall
      cause each other Obligor to, maintain its corporate existence in good
      standing and qualify and remain duly qualified to carry on business and
      own property in each jurisdiction where the nature of its business makes
      such qualification necessary.

	 	 	 
	 	(i) 	
      Conduct of Business. The Borrower shall, and shall
      cause each other Obligor to, conduct its business in such a manner so as
      to comply with all laws and regulations, so as to observe and perform all
      its obligations under leases, licences and agreements (including Material
      Agreements) necessary for the proper conduct of its business and so as to
      preserve and protect its property and assets and the earnings, income and
      profits therefrom except to the extent such non-compliance, non-observance
      or non-performance could not reasonably be expected to have a Material
      Adverse Effect. The Borrower shall, and shall cause each other Obligor to,
      perform all obligations incidental to any trust imposed upon it by statute
      and shall ensure that any breaches of the said obligations and the
      consequences of any such breach shall be promptly remedied. The Borrower
      shall, and shall cause each other Obligor to, obtain and maintain all
      licenses, permits, government approvals, franchises, authorizations and
      other rights necessary for the operation of its business where failure to
      do so could reasonably be expected to have a Material Adverse
    Effect.

	 	 	 
	 	(j) 	
      Taxes. The Borrower shall pay, and shall cause
      each other Obligor to pay, all material Taxes levied, assessed or imposed
      upon it and upon its property or assets or any part thereof, as and when the same become due and
payable, save and except when and so long as the validity of any such Taxes is
being contested in good faith by appropriate proceedings and reserves are being
maintained in accordance with GAAP. 



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- 77 -

	 	(k) 	
      Environmental Matters. The Borrower shall, and
      shall cause each other Company to, promptly notify the Administrative
      Agent and provide copies upon receipt of all written claims, complaints,
      notices or inquiries from any Official Body relating to the condition of
      its facilities and properties or material compliance with Environmental
      Laws and shall proceed diligently to resolve any such claims, complaints,
      notices or inquiries relating to material compliance with Environmental
      Laws and provide such information and certifications which the
      Administrative Agent may reasonably request from time to time to evidence
  compliance with this Section 11.2(k).

	 	 	 
	 	(l) 	
      Books and Records. The Borrower shall, and shall
      cause each other Obligor to, keep proper books of account and records
      covering all its business and affairs on a current basis, make full, true
      and correct entries of its transactions in such books, set aside on its
      books from their earnings all such proper reserves as required by GAAP and
      permit representatives of the Administrative Agent to inspect such books
      of account, records and documents and to make copies therefrom during
      reasonable business hours and upon reasonable notice and to discuss the
      affairs, finances and accounts of such Obligor with its auditors during
      reasonable business hours and upon reasonable notice. On not less than
      three days prior written notice where no Default has occurred or is
      continuing and on not less than twenty-four hours prior notice where a
      Default has occurred and is continuing, the Borrower shall, and shall
      cause each other Obligor to, permit the Finance Parties or any of their
      respective representatives during reasonable business hours to inspect any
      and all of its properties and operations (including the Material
      Properties), to visit all of its offices or any other location where
      relevant personnel or records are located, to discuss its financial
      matters with its officers, its banks and its independent chartered
      accountants or certified public accountants, as the case may be, (and
      hereby authorizes such independent chartered accountants or certified
      public accountants, as the case may be, to discuss its financial matters
      with any of the foregoing persons or its representatives whether or not
      any representative of the relevant Obligor is present) and to examine (and
      photocopy extracts from) any of its books or other corporate records or
      any instrument, document or correspondence relating to the Material
      Properties.

	 	 	 
	 	(m) 	
      Change of Name or Jurisdiction of Formation. If
      any Obligor changes its legal name or its jurisdiction of formation or the
      jurisdiction of its location for the purposes of Sections 7 and 7.1 of the
      PPSA or adopts a French form of its legal name, the Borrower shall
      promptly notify the Administrative Agent in writing of the details of such
      change or adoption.

	 	 	 
	 	(n) 	
      Maintenance of Secured Assets. The Borrower shall,
      and shall cause each other Obligor to, maintain, preserve, protect and
keep:



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- 78 - 

	 	(i) 	
      all of its ownership, lease, use, licence and other
      interests in the Secured Assets as are necessary or advisable for it to be
      able to operate the Material Properties substantially in accordance with
      sound mining and business practice; and

	 	 	 
	 	(ii) 	
      all of the Secured Assets owned by it in good repair,
      working order, and condition, and make necessary and proper repairs,
      renewals, and replacements so that the business carried on in connection
      therewith may be properly conducted at all times, unless the continued
      maintenance of any of such Secured Assets is no longer necessary or
      economically desirable for the operation of the Material Properties, such
      operation to be substantially in accordance with sound mining and business
      practice.




	 	(o) 	
      Additional Guarantees and
  Security




	 	(i) 	
      At least ten Banking Days prior to the direct or indirect
      formation or acquisition by the Borrower of a Material Subsidiary after
      the date hereof, the Borrower shall notify the Administrative Agent of
      such proposed formation or acquisition (a “Subsidiary
    Notice”).

	 	 	 
	 	(ii) 	
      On or before the date of the formation or acquisition of
      any Material Subsidiary referred to in a Subsidiary Notice, the Borrower
      shall provide to the Administrative Agent or the Mexican Collateral Agent,
      as applicable, an updated Perfection Certificate and such other
      information regarding such Material Subsidiary and its business, finances
      and assets as the Lenders may request.

	 	 	 
	 	(iii) 	
      The Borrower shall, or shall cause each entity which is
      to become a Material Subsidiary and is referred to in a Subsidiary Notice
      to, within ten Banking Days after the formation or acquisition of such
      Material Subsidiary, deliver to the Administrative Agent or the Mexican
      Collateral Agent, as applicable, the
following:




	 	(A) 	
      a Guarantee executed by such Material Subsidiary in
      favour of the Administrative Agent or the Mexican Collateral Agent, as
      applicable;

	 	 	 
	 	(B) 	
      Security Documents executed by such Material Subsidiary
      in favour of the Administrative Agent or the Mexican Collateral Agent, as
      applicable;

	 	 	 
	 	(C) 	
      a Closing Certificate of such Material
  Subsidiary;

	 	 	 
	 	(D) 	
      an instrument of adhesion executed by such Material
      Subsidiary and pursuant to which such Material Subsidiary agrees to be
      bound by the terms of the Postponement and Subordination
    Undertaking;



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	 	(E) 	
      opinions of such Material Subsidiary’s counsel with
      respect to, inter alia, such Material Subsidiary, the
      enforceability of the afore- mentioned Credit Documents and as to such
      other matters as the Administrative Agent or the Mexican Collateral Agent,
      as applicable, may reasonably request, and otherwise in form and substance
      satisfactory to the Administrative Agent; 

	 	  	
       

	 	(F) 	
      an updated Perfection Certificate containing all relevant
      information relating to such Material Subsidiary; and 

	 	  	
       

	 	(G) 	
      a certificate of a senior officer of the Borrower
      certifying that no Default has occurred and is continuing or would occur
      or arise immediately after or as a result of such Material Subsidiary
      becoming a Guarantor hereunder; 




whereupon such Material Subsidiary
shall become a Guarantor for all purposes of this agreement.

	 	(p) 	
      Change in Information in Perfection Certificate.
      If any of the information contained in the Perfection Certificate shall
      change, the Borrower shall promptly notify the Administrative Agent or the
      Mexican Collateral Agent, as applicable, in writing of the details of such
      change and the Perfection Certificate shall thereupon be deemed to be
      amended accordingly.

	 	 	 
	 	(q) 	
      Intercompany Indebtedness. The Borrower shall
      cause all Indebtedness owing by any Obligor to another Company to be
      subordinated and postponed, pursuant to the Postponement and Subordination
      Undertaking, to the Secured Obligations of such Obligor for so long as a
      Default has occurred and is continuing. The Borrower shall cause any other
      Company, prior to the incurrence of any such Indebtedness, to execute and
      deliver to the Administrative Agent the Postponement and Subordination
      Undertaking or an instrument of adhesion thereto. The Borrower shall not,
      and shall not suffer or permit, any acceleration of any Indebtedness owed
      by any Company to another Company.

	 	 	 
	 	(r) 	
      Security. The Borrower shall ensure that, at all
      times, the Secured Obligations of the Obligors are collaterally secured by
      the Security.

	 	 	 
	 	(s) 	
      BA Cash Collateral Account and Letter Cash Collateral
      Account. The Borrower shall, upon the request of the Administrative
      Agent, promptly establish the BA Cash Collateral Account and the Letter
      Cash Collateral Account with the Administrative Agent.

	 	 	 
	 	(t) 	
      Ventanas Property. On or before the date on which
      the Borrower publicly announces that the Ventanas Property has achieved
      commercial production, PEM shall transfer ownership thereof to a
      wholly-owned Person which is a Guarantor and the Ventanas Property shall
      be a Secured Asset charged pursuant to a Security Document granted solely
      in favour of the Administrative Agent (and not, for certainty, the Mexican
      Collateral Agent).



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- 80 - 

	11.3 	Restrictive Covenants



The Borrower hereby covenants and
agrees with the Administrative Agent and the Lenders that, until all credit
outstanding hereunder has been repaid in full and the Credit Facility has been
terminated, and unless waived in writing in accordance with Section 14.14: 

	 	(a) 	
      Liens. The Borrower shall not, and shall not
      permit or suffer any other Obligor to, enter into or grant, create, assume
      or suffer to exist any Lien affecting any of their respective properties,
      assets or undertaking, whether now owned or hereafter acquired, save and
      except only for the Permitted Liens (provided, however, no Liens other
      than the Security shall be permitted on the Shares of any of the
      Guarantors) and provided that no Default or Event of Default has occurred
      and is continuing at the time of or would arise as a result of the
      granting of such Permitted Lien.

	 	 	 
	 	(b) 	
      Corporate Existence. Except as contemplated by any
      Permitted Reorganization, the Borrower shall not, and shall not permit or
      suffer any other Obligor to, take part in any amalgamation, merger,
      dissolution, winding up, corporate reorganization or similar proceeding or
      arrangement or discontinue any businesses.

	 	 	 
	 	(c) 	
      Dispositions. The Borrower shall not, and shall
      not suffer or permit any other Obligor to, Dispose of any of their
      respective assets other than Permitted Dispositions.

	 	 	 
	 	(d) 	
      Risk Management Agreements. The Borrower shall
      not, and shall not suffer or permit any other Obligor to, enter into any
      Risk Management Agreement for speculative purposes, any Risk Management
      Agreement with any counterparty on a margined basis, any Risk Management
      Agreement with a counterparty that is not a Lender or a Qualified
      Affiliate (unless it is on an unsecured basis).

	 	 	 
	 	(e) 	
      Amendments. The Borrower shall not, and shall not
      suffer or permit any other Obligor to, amend their constating documents in
      a manner that necessitates any amendments to the Security Documents or
      related Lien filings or that otherwise would negatively impact the Credit
      Documents (including, for certainty, any amendments that in any way impose
      transfer restrictions on the Shares of the relevant Obligor) or amend or
      terminate any of the Material Agreements (other than as permitted pursuant
      to the Intercreditor Documents). For avoidance of doubt, this Section
      11.3(e) does not apply to a change of name that complies with Section
      11.2(m).

	 	 	 
	 	(f) 	
      Restricted Payments. The Borrower shall not make
      any Restricted Payments unless each of the following conditions is
      satisfied:




	 	(i) 	
      no Default or Event of Default has occurred and is
      continuing at the time of the Restricted Payment or would be likely to
      arise as a result of the Restricted Payment; and



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- 81 - 

	 	(ii) 	
      the Total Net Debt Leverage Ratio would be less than 2.0
      to 1 after giving effect to the Restricted
Payment.




	 	(g) 	
      Indebtedness. The Borrower shall not, and shall
      not suffer or permit any other Obligor to, create, incur, assume or suffer
      to exist any Indebtedness other than Permitted Indebtedness.

	 	 	 
	 	(h) 	
      Investments. The Borrower shall not, and shall not
      permit any other Obligor to, make any Investments other than Permitted
      Investments.

	 	 	 
	 	(i) 	
      Acquisitions. The Borrower shall not, and shall
      not suffer or permit any other Obligor to, make any Acquisitions other
      than Permitted Acquisitions.

	 	 	 
	 	(j) 	
      Transactions with Affiliates. Unless undertaken in
      connection with a Permitted Reorganization, the Borrower shall not, and
      shall not permit any other Obligor to, sell, lease or otherwise transfer
      any property or assets to, or purchase, lease or otherwise acquire any
      property or assets from, or otherwise engage in any other transactions
      with, any of its Affiliates other than in the ordinary course of business
      at prices and on terms and conditions not less favourable to such Obligor
      than could be obtained on an arm’s length basis from unrelated third
      parties. Unless undertaken in connection with a Permitted Reorganization,
      the Borrower shall not, and shall not suffer or permit any other Obligor
      to, enter into any transaction or series of transactions with Affiliates
      of any of the Obligors, which involve an outflow of money or other
      property from such Obligor to an Affiliate of any of the Obligors,
      including payment of management fees, affiliation fees, administration
      fees, compensation, salaries, asset purchase payments or any other type of
      fees or payments similar in nature, other than on terms and conditions
      substantially as favourable to such Obligor as would be obtainable by such
      Obligor in a reasonably comparable arm’s length transaction with a Person
      other than an Affiliate of such Obligor.

	 	 	 
	 	(k) 	
      Business Activities. The Borrower shall not, and
      shall not suffer or permit any of its Subsidiaries to, engage in any
      business activity other than the acquisition, development and operation of
      precious and base metal mines in the Permitted Jurisdictions, Brazil,
      Peru, Chile, Columbia, Guyana, Suriname or Uruguay and any activity
      incidental thereto.




	11.4 	Performance of Covenants by Administrative
      Agent 


The Administrative Agent may, on
the instructions of the Majority Lenders and upon notice by the Administrative
Agent to the Borrower, perform any covenant of the Borrower under this agreement
which the Borrower fails to perform or cause to be performed and which the
Administrative Agent is capable of performing, including any covenants the
performance of which requires the payment of money, provided that the
Administrative Agent shall not be obligated to perform any such covenant on
behalf of the Borrower and no such performance by the Administrative Agent shall
require the Administrative Agent to further perform the Borrower’s covenants or
shall operate as a derogation of the rights and remedies of the Administrative Agent and the Lenders under this agreement or as
a waiver of such covenant by the Administrative Agent. Any amounts paid by the
Administrative Agent as aforesaid shall be reimbursed by the Lenders in their
Pro Rata Shares and shall be repaid by the Borrower to the Administrative Agent
on behalf of the Lenders on demand. 

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ARTICLE 12 
CONDITIONS PRECEDENT TO OBTAINING
CREDIT 

	12.1 	Conditions Precedent to All Credit
  


The obligation of the Lenders to
extend credit hereunder is subject to fulfilment of the following conditions
precedent on the date such credit is extended: 

	 	(a) 	
      the Borrower shall have complied with the requirements of
      Article 4, Article 5 or Article 6, as the case may be, in respect of the
      relevant credit;

	 	 	 
	 	(b) 	
      no Default or Event of Default has occurred and is
      continuing or would arise immediately after giving effect to or as a
      result of such extension of credit; and

	 	 	 
	 	(c) 	
      the representations and warranties of the Borrower
      contained in Section 10.1 shall be true and correct in all respects on the
      date such credit is extended as if such representations and warranties
      were made on such date unless such representations and warranties relate
      solely to an earlier date.




	12.2 	Conditions Precedent to Initial Extension of
      Credit 


The obligations of the Lenders to
extend credit by way of the initial drawdown under the Credit Facility is
subject to the fulfilment of the following conditions precedent at the time, or
immediately following, such extension of credit: 

	 	(a) 	
      the conditions precedent set forth in Section 12.1 have
      been fulfilled;

	 	 	 
	 	(b) 	
      the Obligors and Cerro Resources NL shall have duly
      executed and delivered to the Administrative Agent and the Mexican
      Collateral Agent the Credit Documents to which each is a party, in form
      and substance satisfactory to the Administrative Agent;

	 	 	 
	 	(c) 	
      each relevant Subsidiary of the Borrower has executed and
      delivered to the Administrative Agent the Postponement and Subordination
      Undertaking, in form and substance satisfactory to the Administrative
      Agent, and any other documents in connection therewith as the
      Administrative Agent may require;

	 	 	 
	 	(d) 	
      all of the parties thereto shall have executed and
      delivered the Intercreditor Documents;

	 	 	 
	 	(e) 	
      Sandstorm shall have executed and delivered to the
      Administrative Agent the Sandstorm Subordination Agreement and Primero
      Gold shall have acknowledged such agreement;



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- 83 - 

	 	(f) 	
      the Administrative Agent or the Mexican Collateral Agent,
      as applicable, has received, in form and substance satisfactory to the
      Administrative Agent:




	 	(i) 	
      the Perfection Certificate;

	 	 	 
	 	(ii) 	
      a Closing Certificate of each Obligor;

	 	 	 
	 	(iii) 	
      a Compliance Certificate;

	 	 	 
	 	(iv) 	
      a certificate of status or good standing for each Obligor
      (where available) issued by the appropriate governmental body or agency of
      the jurisdiction in which such Obligor is incorporated;

	 	 	 
	 	(v) 	
      certificates representing all of the issued and
      outstanding Shares of the Guarantors (other than Shares of PML which are
      uncertificated and the Shares of STB, the certificates for which will
      continue to be held in pledge by SWC pursuant to the SWC Security and the
      Intercreditor Documents), duly endorsed in blank or accompanied by an
      executed stock transfer power of attorney;

	 	 	 
	 	(vi) 	
      certified copies of the Material Agreements;

	 	 	 
	 	(vii) 	
      a schedule detailing all policies of insurance maintained
      in accordance with Section 11.2(d) and the coverage effected thereby, such
      evidence with respect to the adequacy of insurance cover stipulated
      pursuant to Section 11.2(d) as the Administrative Agent may require,
      endorsements to all such insurance policies signed by the issuers of such
      policies and acknowledging the interests of the Administrative Agent and
      the Mexican Collateral Agent for and on behalf of, inter alia, the
      Finance Parties in such policies as referred to in Section 11.2(d) and
      evidence reasonably satisfactory to it that all such policies are in full
      force and effect;

	 	 	 
	 	(viii) 	
      an opinion of counsel to each Obligor addressed to,
      inter alia, the Administrative Agent and the Finance Parties and,
      as applicable, the Mexican Collateral Agent and their counsel, relating to
      the status and capacity of such Obligor, the due authorization, execution
      and delivery and the validity and enforceability of the Credit Documents
      to which such Obligor is a party in the jurisdiction where the Secured
      Assets are located and the jurisdiction of incorporation of such Obligor
      and such other matters as the Administrative Agent may reasonably
      request;

	 	 	 
	 	(ix) 	
      in respect of each Material Property, title insurance for
      the benefit of, or a title opinion addressed to, each Finance Party (and
      if such Material Property is located in Mexico, the Mexican Collateral
      Agent) in form and substance satisfactory to the Administrative Agent,
      acting reasonably;



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	 	(x) 	
      an opinion of the Administrative Agent’s counsel with
      respect to such matters as may be reasonably required by the
      Administrative Agent in connection with the transactions
  hereunder;

	 	 	 
	 	(xi) 	
      requisite information to identify the Obligors under the
      applicable “know your client” legislation, delivered sufficiently in
      advance for each Lender to complete such identification;

	 	 	 
	 	(xii) 	
      certified copies of current collective bargaining
      agreements with employees of the Material Properties, in form and
      substance satisfactory to the Lenders; and

	 	 	 
	 	(xiii) 	
      evidence that all material licenses and permits which are
      required to operate the Material Properties, in form and substance
      satisfactory to the Lenders, have been obtained and are in full force and
      effect;




	 	(g) 	
      prior to or concurrent with the initial drawdown
      hereunder, the Goldcorp Note shall be repaid in full and any guarantee
      thereof and any security therefor shall be released and
  discharged;

	 	 	 
	 	(h) 	
      there has not occurred a Material Adverse Change since
      December 31, 2013;

	 	 	 
	 	(i) 	
      there shall exist no pending or threatened (in writing)
      litigation, proceedings or investigations which (x) contest the
      consummation of the Credit Facility or any part thereof or (y) could
      reasonably be expected to have a Material Adverse Effect;

	 	 	 
	 	(j) 	
      the Lenders shall have completed and be satisfied with
      its legal, technical and environmental due diligence review of the
      Obligors, the Material Agreements and the Material Properties, which shall
      include but not be limited to a review of the current mineral reserve and
      resource statement, mine plan, financial model and operating
    permits;

	 	 	 
	 	(k) 	
      the Administrative Agent and its counsel shall be
      satisfied, acting reasonably, that all necessary approvals,
      acknowledgements, directions and consents have been given and that all
      relevant laws have been complied with in respect of all agreements and
      transactions referred to herein;

	 	 	 
	 	(l) 	
      all documents and instruments shall have been properly
      registered, recorded and filed in all places which, searches shall have
      been conducted in all jurisdictions which, and deliveries of all consents,
      approvals, directions, acknowledgements, undertakings, limitation of
      liability letters, access agreements and non-disturbance agreements,
      negotiable documents of title, ownership certificates and other documents
      and instruments to the Administrative Agent or, as applicable, the Mexican
      Collateral Agent shall have been made which, in the opinion of the
      Administrative Agent’s counsel, are desirable or required to make
      effective the Security created or intended to be created by the Obligors
      in favour of the Collateral Agent pursuant to the Security Documents and to
ensure the perfection and the intended priority of the Security; 



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	 	(m) 	
      the Borrower shall have paid to the Administrative Agent,
      the Lead Arranger and the Lenders all fees and expenses (including,
      without limitation, the fees and expenses of Lenders’ legal counsel)
      required to be paid on or before the initial extension of credit under the
  Credit Facility;

	 	 	 
	 	(n) 	
      all outstanding Indebtedness of the Obligors which is not
      Permitted Indebtedness shall have been permanently repaid and cancelled
      and all guarantees and security agreements executed and delivered under or
      in connection therewith shall have been released and discharged,
      satisfactory arrangements for the discharge of all attendant security
      registrations shall have been made and all collateral security in
      connection therewith shall have been returned to the Borrower;
  and

	 	 	 
	 	(o) 	
      all outstanding legal fees of counsel to the
Administrative Agent shall have been paid.




	12.3 	Waiver 


The terms and conditions of
Sections 12.1 and 12.2 are inserted for the sole benefit of the Administrative
Agent and the Lenders, and the Lenders may waive them in accordance with Section
14.14, in whole or in part, with or without terms or conditions, in respect of
any extension of credit, without prejudicing their right to assert the terms and
conditions of Section 12.1 and 12.2 in whole or in part in respect of any other
extension of credit. 

ARTICLE 13 
DEFAULT AND REMEDIES 

	13.1 	
      Events of Default



Upon the occurrence of any one or
more of the following events, unless expressly waived in writing in accordance
with Section 14.14: 

	 	(a) 	
      the breach by the Borrower of the provisions of Section
      9.1;

	 	 	 
	 	(b) 	
      the failure of any Obligor to pay any amount due under
      the Credit Documents (other than amounts due pursuant to Section 9.1)
      within three Banking Days after the payment is due;

	 	 	 
	 	(c) 	
      other than pursuant to a Permitted Reorganization, the
      commencement by any Obligor or by any other Person of proceedings for the
      dissolution, liquidation or winding up of any Obligor or for the
      suspension of operations of any Obligor (other than such proceedings
      commenced by another Person which are diligently defended and are
      discharged, vacated or stayed within thirty days after
    commencement);



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	 	(d) 	
      if any Obligor ceases or threatens to cease to carry on
      its business or is adjudged or declared bankrupt or insolvent or admits
      its inability to pay its debts generally as they become due or fails to
      pay its debts generally as they become due or makes an assignment for the
      benefit of creditors, petitions or applies to any tribunal for the
      appointment of a receiver or trustee for it or for any part of its
      property (or such a receiver or trustee is appointed for it or any part of
      its property), or commences (or any other Person commences) any
      proceedings relating to it under any bankruptcy, insolvency,
      reorganization, arrangement, readjustment of debt, dissolution or
      liquidation law or statute of any jurisdiction whether now or hereafter in
      effect (other than such proceedings commenced by another Person which are
      diligently defended and are discharged, vacated or stayed within thirty
      days after commencement), or by any act indicates its consent to, approval
      of, or acquiescence in, any such proceeding for it or for any part of its
      property, or suffers the appointment of any receiver or trustee,
      sequestrator or other custodian;

	 	 	 
	 	(e) 	
      if any representation or warranty made by any Obligor in
      any Finance Document or in any other document, agreement or instrument
      delivered pursuant hereto or referred to herein or any material
      information furnished in writing to the Administrative Agent or the
      Mexican Collateral Agent by any Obligor proves to have been incorrect in
      any material respect when made or furnished which, if capable of being
      cured, has not been remedied within ten Banking Days after written notice
      to do so has been given by the Administrative Agent or the Mexican
      Collateral Agent to the Borrower;

	 	 	 
	 	(f) 	
      if a judgment, writ, execution, attachment or similar
      process is entered, issued or levied against any Obligor or against all or
      any portion of the property of any Obligor in connection with any judgment
      against it in an amount of at least $5,000,000 (individually or in the
      aggregate), and such judgment, writ, execution, attachment or similar
      process is not released, bonded, satisfied, discharged, vacated or stayed
      within thirty days after its entry, issuance, commencement or
  levy;

	 	 	 
	 	(g) 	
      any breach of any provision of Section 11.1 or Section
      11.3;

	 	 	 
	 	(h) 	
      the breach or failure of due observance or performance by
      any Company of any covenant or provision of any Finance Document (other
      than those previously referred to in this Section 13.1) or of any other
      document, agreement or instrument delivered pursuant hereto or thereto or
      referred to herein or therein to which any of the Finance Parties is a
      party and such breach or failure continues for 10 Banking Days after the
      earlier of (x) the Borrower becoming aware of such breach or failure or
      (y) the Mexican Collateral Agent, the Administrative Agent or any other
      Finance Party giving the Borrower notice of such breach or
  failure;

	 	 	 
	 	(i) 	
      the breach or failure of due observance or performance by
      the Obligors of one or more covenants or provisions of one or more
      Material Agreements resulting in a claim against the Obligors in excess of
      $5,000,000 in the aggregate and such breaches or failures continue for 10 Banking Days after the
earlier of (x) the Borrower becoming aware of such breaches or failures or (y)
the Mexican Collateral Agent, the Administrative Agent or any other Finance
Party giving the Borrower notice of such breaches or failures; 



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	 	(j) 	
      if one or more encumbrancers, liens or landlords take
      possession of any part of the property of any Obligor or attempt to
      enforce their security or other remedies against such property and their
      claims remain unsatisfied for such period as would permit such property to
      be sold thereunder and such property which has been repossessed or is
      capable of being sold has an aggregate fair market value of at least
  $5,000,000 (individually or in the aggregate);

	 	 	 
	 	(k) 	
      if an event of default under any one or more agreements,
      indentures or instruments, under which any Obligor has outstanding
      Indebtedness in an amount of at least $5,000,000 (individually or in the
      aggregate) or under which another Person has outstanding Indebtedness in
      an amount of at least $3,000,000 (individually or in the aggregate) which
      is guaranteed by any Obligor, shall happen (with all applicable grace
      periods having expired) and be continuing, or if any Indebtedness of or
      guaranteed by any Obligor in an amount of at least $5,000,000
      (individually or in the aggregate) which is payable on demand is not paid
      on demand or if any Obligor fails to make any payment under any Capital
      Lease when due;

	 	 	 
	 	(l) 	
      the occurrence of a Change of Control;

	 	 	 
	 	(m) 	
      the occurrence of a Brigus Event of Default (as defined
      in the Sandstorm Gold Purchase Agreement) or otherwise the occurrence of
      an event of default under any other Material Agreement or the termination
      or amendment of any other Material Agreement if such event of default,
      termination or amendment could reasonably be expected to have a Material
      Adverse Effect;

	 	 	 
	 	(n) 	
      the expropriation, condemnation or abandonment of the a
      Material Property or any part thereof or any restriction or limitation
      imposed by any Official Body on the relevant Obligor’s legal right to use
      the Mining Properties owned by it for mining and exploration activities
      whether as a result of the Ejido Litigation or otherwise and such
      imposition resulting in such restriction or limitation has not been
      discharged, vacated or stayed within 30 days;

	 	 	 
	 	(o) 	
      any one or more of the Finance Documents is determined by
      a court of competent jurisdiction not to be a legal, valid and binding
      obligation of any Company which is a party thereto, enforceable by the
      Mexican Collateral Agent, the Finance Parties or any of them against such
      Obligor and such Finance Document has not been replaced by a legal, valid,
      binding and enforceable document which is equivalent in effect to such
      Finance Document, assuming such Finance Document had originally been
      legal, valid, binding and enforceable, in form and substance acceptable to
      the relevant Finance Parties, within 30 days of such determination,
      provided, however, that such grace period shall only be provided if
such Company actively co-operates with the relevant Finance Party
and, if applicable, the Mexican Collateral Agent to so replace such Finance
Document; 



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	 	(p) 	
      the validity, enforceability or priority of any of the
  Finance Documents is contested in any manner by any Company;

	 	 	 
	 	(q) 	
      any Finance Document is terminated or rescinded or any
      Person takes an action to terminate or rescind any Finance
  Document;

	 	 	 
	 	(r) 	
      any Security Document does not create legal, valid,
      binding and enforceable security over the assets charged under that
      Security Document;

	 	 	 
	 	(s) 	
      any Security Document does not constitute first ranking,
      priority security in the Secured Assets (subject to Permitted Liens which
      by their nature or by reason of the Intercreditor Agreement would
      constitute prior ranking security); or

	 	 	 
	 	(t) 	
      the occurrence of a Material Adverse
Change;



the Administrative Agent (with the approval and instructions of
the Majority Lenders) may, by notice to the Borrower, terminate the Credit
Facility (provided, however, that the Credit Facility shall automatically
terminate, without notice of any kind, upon the occurrence of an event described
in clause (c) or (d) above) and the Administrative Agent (with the approval and
instructions of the Majority Lenders) may, by the same or further notice to the
Borrower, declare all indebtedness of the Borrower to the Lenders pursuant to
this agreement to be immediately due and payable whereupon all such indebtedness
shall immediately become and be due and payable without further demand or other
notice of any kind, all of which are expressly waived by the Borrower (provided,
however, that all such indebtedness of the Borrower to the Lenders shall
automatically become due and payable, without notice of any kind, upon the
occurrence of an event described in clause (c) or (d) above).

	13.2 	Bankers’ Acceptances



The Borrower acknowledges that
extensions of credit hereunder by way of Bankers’ Acceptances and BA Equivalent
Loans may not be repaid prior to the maturity thereof. If any Bankers’
Acceptance or BA Equivalent Loan is repaid prior to the scheduled maturity date
thereof (whether as a result of acceleration or otherwise), the Administrative
Agent will invest any funds in respect of such purported repayment in a term
deposit maturing on the scheduled maturity date of the Bankers’ Acceptance or BA
Equivalent Loan. Any interest accruing on the term deposit will be paid to the
Borrower on the maturity date thereof, provided that no Event of Default has
occurred. 

	13.3 	
      Letters



With respect to any Letters which
are outstanding at the time that all indebtedness of the Borrower to the Lenders
pursuant to this agreement become immediately due and payable pursuant to
Section 13.1, the Borrower shall forthwith (i) pay to the Administrative Agent
for deposit to the Letter Cash Collateral Account the then aggregate contingent
liability of the Issuing Lender under such Letters and (ii) a certificate of a
senior officer of SWC addressed to the Administrative Agent that no SWC Payment Default (as
defined in the Intercreditor Agreement) has occurred and is continuing.
Thereafter, the Administrative Agent shall apply the funds so deposited in the
Letter Cash Collateral Account at the direction of the Issuing Lender to (a)
satisfy the reimbursement obligations of the Borrower to the Issuing Lender
under Section 9.8 as Letters are drawn upon or (b) refund to the Borrower any
amounts payable by the Issuing Lender to the Borrower under Section 13.4. 

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	13.4 	Refund of Overpayments



With respect to each Letter for
which the Issuing Lender has been paid all of its contingent liability pursuant
to Section 9.9 or 13.3 and provided that all amounts due by the Borrower to the
Administrative Agent under Section 9.9 or 13.3 have been paid, the Issuing
Lender agrees to pay to the Borrower, upon the earlier of: 

	 	(a) 	
      the date on which either the original counterpart of such
      Letter is returned to the Issuing Lender for cancellation or the Issuing
      Lender is released by the beneficiary thereof from any further obligations
      in respect of such Letter;

	 	 	 
	 	(b) 	
      the expiry of such Letter; and

	 	 	 
	 	(c) 	
      the Issuing Lender is permanently enjoined by a court of
      competent jurisdiction from honouring such Letter pursuant to a final
      Order;



an amount equal to any excess of the amount received by the
Issuing Lender hereunder in respect of its contingent liability under such
Letter over the total of amounts applied to reimburse the Issuing Lender for
amounts paid by it under or in connection with such Letter (the Issuing Lender
having the right to so appropriate such funds). 

	13.5 	Remedies Cumulative 


The Borrower expressly agrees
that the rights and remedies of the Administrative Agent and the Lenders under
this agreement are cumulative and in addition to and not in substitution for any
rights or remedies provided by law. Any single or partial exercise by the
Administrative Agent or any Lender of any right or remedy for a default or
breach of any term, covenant or condition in this agreement does not waive,
alter, affect or prejudice any other right or remedy to which the Administrative
Agent or such Lender may be lawfully entitled for the same default or breach.
Any waiver by the Administrative Agent with the approval of the Majority Lenders
or all of the Lenders in accordance with Section 14.14 of the strict observance,
performance or compliance with any term, covenant or condition of this agreement
is not a waiver of any subsequent default and any indulgence by the Lenders with
respect to any failure to strictly observe, perform or comply with any term,
covenant or condition of this agreement is not a waiver of the entire term,
covenant or condition or any subsequent default. No failure or delay by the
Mexican Collateral Agent, the Administrative Agent or any Lender in exercising
any right shall operate as a waiver of such right nor shall any single or
partial exercise of any power or right preclude its further exercise or the
exercise of any other power or right. 

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	13.6 	
      Set-Off



In addition to any rights now or
hereafter granted under Applicable Law, and not by way of limitation of any such
rights, the Administrative Agent and each Lender is authorized, at any time that
an Event of Default has occurred and is continuing without notice to the
Borrower or to any other Person, any such notice being expressly waived by the
Borrower, to set-off, appropriate and apply any and all deposits, matured or
unmatured, general or special, and any other indebtedness at any time held by or
owing by the Administrative Agent or such Lender, as the case may be, to or for
the credit of or the account of the Borrower against and on account of the
obligations and liabilities of the Borrower which are due and payable to the
Administrative Agent or such Lender, as the case may be, under the Finance
Documents. 

ARTICLE 14 
THE ADMINISTRATIVE AGENT 

	14.1 	
      Appointment and Authorization of Administrative
      Agent




	 	(a) 	
      Each Finance Party hereby appoints and authorizes, and
      hereby agrees that it will require any assignee of any of its interests in
      the Credit Documents (other than the holder of a participation in its
      interests herein or therein) to appoint and authorize the Administrative
      Agent to take such actions as agent on its behalf and to exercise such
      powers under the Credit Documents as are delegated to the Administrative
      Agent or the Administrative Agent by such Finance Party by the terms
      hereof, together with such powers as are reasonably incidental thereto.
      Neither the Administrative Agent nor any of its directors, officers,
      employees or agents shall be liable to any of the Finance Parties for any
      action taken or omitted to be taken by it or them hereunder or thereunder
      or in connection herewith or therewith, except for its own gross
      negligence or wilful misconduct and each Finance Party hereby acknowledges
      that the Administrative Agent is entering into the provisions of this
      Section 14.1 on its own behalf and as agent and trustee for its directors,
      officers, employees and agents.

	 	 	 
	 	(b) 	
      Each Lender hereby authorizes the Administrative Agent to
      execute and deliver the Intercreditor Documents and to designate and
      appoint (A) Banco Nacional de Mexico, S.A. as the Mexican Collateral
      Agent, and (B) Citibank, as the Non- Mexican Proceeds Agent in each case
      under the Intercreditor Documents and each of the Lenders hereby
      recognizes such designations and appointments, without the need of any
      further requirement, formalization or notice. Each of the Lenders hereby
      agrees that it shall take any and all necessary or appropriate further
      actions as it might be required to take, by law or otherwise, to authorize
      the Administrative Agent to carry out the foregoing or for the Mexican
      Collateral Agent or Non-Mexican Proceeds Agent to exercise its faculties
      and powers, and to comply with its obligations, under the Intercreditor
      Documents and the Mexican Collateral Documents, as the case may be,
      directly or through its attorneys-in-fact or designees, including but not
      limited to the individualization of any required special power of
      attorney.



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	14.2 	
      Interest Holders



The Administrative Agent may
treat each Lender set forth in Schedule B hereto or the person designated in the
last notice delivered to it under Section 15.5 as the holder of all of the
interests of such Lender under the Credit Documents. 

	14.3 	
      Consultation with Counsel



The Administrative Agent may
consult with legal counsel selected by it as counsel for the Administrative
Agent and the Lenders and shall not be liable for any action taken or not taken
or suffered by it in good faith and in accordance with the advice and opinion of
such counsel. 

	14.4 	
      Documents



The Administrative Agent shall
not be under any duty to the Finance Parties to examine, enquire into or pass
upon the validity, effectiveness or genuineness of the Credit Documents or any
instrument, document or communication furnished pursuant to or in connection
with the Credit Documents and the Administrative Agent shall, as regards the
Finance Parties, be entitled to assume that the same are valid, effective and
genuine, have been signed or sent by the proper parties and are what they
purport to be. 

	14.5 	
      Administrative Agent as Finance
  Party



With respect to those portions of
the Credit Facility made available by it, the Administrative Agent shall have
the same rights and powers under the Credit Documents as any other Finance Party
and may exercise the same as though it were not the Administrative Agent. The
Administrative Agent and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Borrower and its
Affiliates and persons doing business with the Borrower and/or any of its
Affiliates as if it were not the Administrative Agent and without any obligation
to account to the Finance Parties therefore. 

	14.6 	
      Responsibility of Administrative
  Agent



The duties and obligations of the
Administrative Agent to the Finance Parties under the Credit Documents are only
those expressly set forth herein. The Administrative Agent shall not have any
duty to the Finance Parties to investigate whether a Default or an Event of
Default has occurred. The Administrative Agent shall, as regards the Lenders, be
entitled to assume that no Default or Event of Default has occurred and is
continuing unless the Administrative Agent has actual knowledge or has been
notified by the Borrower of such fact or has been notified by a Finance Party
that such Finance Party considers that a Default or Event of Default has
occurred and is continuing, such notification to specify in detail the nature
thereof. 

	14.7 	
      Action by Administrative
Agent



The Administrative Agent shall be
entitled to use its discretion with respect to exercising or refraining from
exercising any rights which may be vested in it on behalf of the Finance Parties
by and under this agreement; provided, however, that the Administrative Agent
shall not exercise any rights under Section 13.1 or under the
Guarantees or the Security Documents or expressed to be on behalf of or with the
approval of the Majority Lenders or instruct the Mexican Lien Agent to exercise
any rights under the Mexican Collateral Document without the request, consent or
instructions of the Majority Lenders. Furthermore, any rights of the
Administrative Agent expressed to be on behalf of or with the approval of the
Majority Lenders shall be exercised by the Administrative Agent upon the request
or instructions of the Majority Lenders. The Administrative Agent shall incur no
liability to the Finance Parties under or in respect of any of the Credit
Documents with respect to anything which it may do or refrain from doing in the
reasonable exercise of its judgment or which may seem to it to be necessary or
desirable in the circumstances, except for its gross negligence or wilful
misconduct. The Administrative Agent shall in all cases be fully protected in
acting or refraining from acting under any of the Credit Documents in accordance
with the instructions of the Majority Lenders and any action taken or failure to
act pursuant to such instructions shall be binding on all Finance Parties. In
respect of any notice by or action taken by the Administrative Agent hereunder,
the Borrower shall at no time be obliged to enquire as to the right or authority
of the Administrative Agent to so notify or act. 

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	14.8 	
      Notice of Events of
Default



In the event that the
Administrative Agent shall acquire actual knowledge or shall have been notified
of any Default or Event of Default, the Administrative Agent shall promptly
notify the Lenders and shall take such action and assert such rights under
Section 13.1 of this agreement and under the other Credit Documents as the
Majority Lenders shall request in writing and the Administrative Agent shall not
be subject to any liability by reason of its acting pursuant to any such
request. If the Majority Lenders shall fail for five Banking Days after receipt
of the notice of any Default or Event of Default to request the Administrative
Agent to take such action or to assert such rights under any of the Credit
Documents in respect of such Default or Event of Default, the Administrative
Agent may, but shall not be required to, and subject to subsequent specific
instructions from the Majority Lenders, take such action or assert such rights
(other than rights under Section 13.1 of this agreement or under the other
Credit Documents and other than giving an express waiver of any Default or any
Event of Default) as it deems in its discretion to be advisable for the
protection of the Lenders except that, if the Majority Lenders have instructed
the Administrative Agent not to take such action or assert such rights, in no
event shall the Administrative Agent act contrary to such instructions unless
required by law to do so. 

	14.9 	
      Responsibility Disclaimed



The Administrative Agent shall be
under no liability or responsibility whatsoever as agent hereunder: 

	 	(a) 	
      to the Borrower or any other Person as a consequence of
      any failure or delay in the performance by, or any breach by, any Lender
      or Lenders of any of its or their obligations under any of the Credit
      Documents;

	 	 	 
	 	(b) 	
      to any Lender or Lenders as a consequence of any failure
      or delay in performance by, or any breach by, any Obligor of any of its
      obligations under any of the Credit Documents; or

	 	 	 
	 	(c) 	
      to any Lender or Lenders for any statements,
      representations or warranties in any of the Credit Documents or in any
      other documents contemplated hereby or thereby or in any other information
      provided pursuant to any of the Credit Documents or any other documents
      contemplated thereby or for the validity, effectiveness, enforceability or
      sufficiency of any of the Credit Documents or any other document
      contemplated hereby or thereby.



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	14.10 	Indemnification 


The Lenders agree to indemnify
the Administrative Agent (to the extent not reimbursed by the Borrower) in their
respective Pro Rata Shares from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any of the Credit Documents or any other document contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent
under any of the Credit Documents or any document contemplated hereby or
thereby, except that no Lender shall be liable to the Administrative Agent for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or wilful misconduct of the Administrative Agent. 

	14.11 	
      Credit Decision



Each Lender represents and warrants to the Administrative Agent
that: 

	 	(a) 	
      in making its decision to enter into this agreement and
      to make its Pro Rata Share of the Credit Facility available to the
      Borrower, it is independently taking whatever steps it considers necessary
      to evaluate the financial condition and affairs of the Obligors and that
      it has made an independent credit judgment without reliance upon any
      information furnished by the Administrative Agent; and

	 	 	 
	 	(b) 	
      so long as any portion of the Credit Facility is being
      utilized by the Borrower, it will continue to make its own independent
      evaluation of the financial condition and affairs of the
  Obligors.




	14.12 	
      Successor Administrative
Agent



Subject to the appointment and
acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may, with the prior written consent of the Borrower (which
consent shall not be required for so long as a Default has occurred and is
continuing), resign at any time by giving 30 days written notice thereof to the
Borrower and the Lenders. Upon any such resignation, the Majority Lenders, with
the prior written consent of the Borrower (which consent shall not be required
(x) if the successor Administrative Agent is an Affiliate or Subsidiary of the
Administrative Agent on the date hereof or (y) for so long as a Default has
occurred and is continuing), shall have the right to appoint a successor
Administrative Agent who shall be one of the Lenders unless none of the Lenders
wishes to accept such appointment. If no successor Administrative Agent shall
have been so appointed and shall have accepted such appointment by the time of such resignation, then the retiring
Administrative Agent may, on behalf of the Finance Parties and with the prior
written consent of the Borrower (which consent shall not be required for so long
as an Event of Default has occurred and is continuing), appoint a successor
Administrative Agent which shall be a bank which has combined capital and
reserves in excess of $250,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges, duties and obligations of the retiring
Administrative Agent (in its capacity as Administrative Agent but not in its
capacity as a Finance Party) and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder (in its capacity as
Administrative Agent but not in its capacity as a Finance Party). After any
retiring Administrative Agent’s resignation hereunder as the Administrative
Agent, provisions of this Article 14 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent. 

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	14.13 	
      Delegation by Administrative
Agent



With the prior approval of the
Majority Lenders, the Administrative Agent shall have the right to delegate any
of its duties or obligations hereunder as Administrative Agent to any Affiliate
of the Administrative Agent so long as the Administrative Agent shall not
thereby be relieved of such duties or obligations. 

	14.14 	
      Waivers and Amendments




	 	(a) 	
      Subject to Sections 14.14(b) and (c), any term, covenant
      or condition of any of the Credit Documents may only be amended with the
      prior consent of the Borrower and the Majority Lenders or compliance
      therewith may be waived (either generally or in a particular instance and
      either retroactively or prospectively) by the Majority Lenders and in any
      such event the failure to observe, perform or discharge any such covenant,
      condition or obligation, so amended or waived (whether such amendment is
      executed or such consent or waiver is given before or after such failure),
      shall not be construed as a breach of such covenant, condition or
      obligation or as a Default or Event of Default.

	 	 	 
	 	(b) 	
      Notwithstanding Section 14.14(a), without the prior
      written consent of each Lender, no such amendment or waiver shall
      directly:




	 	(i) 	
      increase the amount of the Credit Facility or the amount
      of the Individual Commitment of any Lender;

	 	 	 
	 	(ii) 	
      extend the Maturity Date;

	 	 	 
	 	(iii) 	
      extend the time for the payment of interest on Loans,
      forgive any portion of principal thereof, reduce the stated rate of
      interest thereon or amend the requirement of pro rata application
      of all amounts received by the Administrative
Agent;



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	 	(iv) 	
      change the percentage of the Lenders’ requirement to
      constitute the Majority Lenders or otherwise amend the definition of
      Majority Lenders;

	 	 	 
	 	(v) 	
      reduce the stated amount or postpone the date for payment
      of any fees or other amount to be paid pursuant to Article 7 or Article 8
      of this agreement;

	 	 	 
	 	(vi) 	
      permit any subordination or postponement of any of the
      Secured Obligations;

	 	 	 
	 	(vii) 	
      except as otherwise permitted pursuant to Section 14.20,
      release or discharge the Guarantees or the Security Documents, in whole or
      in part; or

	 	 	 
	 	(viii) 	
      alter the terms of this Section
14.14.




	 	(c) 	
      Notwithstanding Section 14.14(a), without the prior
      written consent of each Lender, each Qualified Cash Management Lender and
      each Qualified Risk Management Lender, no such amendment or waiver shall
      directly:




	 	(i) 	
      change the percentage of the Lenders’ requirement to
      constitute the Majority Lenders or otherwise amend the definition of
      Majority Lenders;

	 	 	 
	 	(ii) 	
      permit any subordination of any of the Secured
      Obligations;

	 	 	 
	 	(iii) 	
      except as otherwise permitted pursuant to Section 14.20,
      release or discharge the Guarantees or the Security Documents, in whole or
      in part;

	 	 	 
	 	(iv) 	
      alter the terms of this Section 14.14;

	 	 	 
	 	(v) 	
      amend the definitions of “Common Cash Management
      Agreement”, “Common Risk Management Agreement”, “Enforcement
      Date”, “Exposure”, “Finance Document”, “Finance
      Party”, “Qualified Affiliate”, “Qualified Cash Management
      Lender”, “Qualified Risk Management Lender”, “Cash
      Management Agreement”, “Risk Management Agreement” or
      “Secured Obligations”; or

	 	 	 
	 	(vi) 	
      change the ability of a Qualified Risk Management Lender
      to close out or terminate a Risk Management Agreement or the ability to
      net or set-off; or

	 	 	 
	 	(vii) 	
      amend or waive Section 11.3(d), Section 14.21, Section
      14.22 or Section 14.24.




	 	(d) 	
      No amendment to or waiver of any provision hereof to the
      extent it affects the rights or obligations of the Administrative Agent
      shall be effective without the prior written consent of the Administrative
      Agent.

	 	 	 
	 	(e) 	
      No amendment to or waiver of any provision hereof to the
      extent it affects the rights or obligations of the Issuing Lender shall be
      effective without the prior written consent of the Issuing
  Lender.

	 	 	 
	 	(f) 	
      Notwithstanding Section 14.14(b)(iii), the Administrative
      Agent shall be entitled, without the consent of any Lender, to authorize
      the Mexican Collateral Agent to execute and deliver a release or discharge
      of any Security over any Secured Assets at the time of any disposition of
      such assets which is permitted hereunder.



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	14.15 	
      Determination by Administrative Agent Conclusive and
      Binding



Any determination to be made by
the Administrative Agent on behalf of or with the approval of the Lenders or the
Majority Lenders under this agreement shall be made by the Administrative Agent
in good faith and, if so made, shall be binding on all parties, absent manifest
error. The Obligors are entitled to assume that any action taken by the
Administrative Agent under or in connection with any Credit Document has been
appropriately authorized by the Lenders or the Majority Lenders, as the case may
be, pursuant to the terms hereof. 

	14.16 	
      Adjustments among Lenders after
  Acceleration




	 	(a) 	
      The Lenders agree that, at any time after all
      indebtedness of the Borrower to the Lenders pursuant hereto has become
      immediately due and payable pursuant to Section 13.1 or after the
      cancellation or termination of the Credit Facility, they will at any time
      or from time to time upon the request of any Lender through the
      Administrative Agent purchase portions of the availments made available by
      the other Lenders which remain outstanding, and make any other adjustments
      which may be necessary or appropriate, in order that the amounts of the
      availments made available by the respective Lenders which remain
      outstanding, as adjusted pursuant to this Section 14.16, will be in the
      same proportions as their respective Pro Rata Shares thereof immediately
      prior to such acceleration, cancellation or termination.

	 	 	 
	 	(b) 	
      The Lenders agree that, at any time after all
      indebtedness of the Borrower to the Lenders pursuant hereto has become
      immediately due and payable pursuant to Section 13.1 or after the
      cancellation or termination of the Credit Facility, the amount of any
      repayment made by the Borrower under this agreement, and the amount of any
      proceeds of the exercise of any rights or remedies of the Lenders under
      the Credit Documents, which are to be applied against amounts owing
      hereunder as principal, will be so applied in a manner such that to the
      extent possible, the availments made available by the Lenders which remain
      outstanding, after giving effect to such application, will be in the same
      proportions as their respective Pro Rata Shares thereof immediately prior
      to such acceleration, cancellation or termination.

	 	 	 
	 	(c) 	
      For greater certainty, the Lenders acknowledge and agree
      that without limiting the generality of the provisions of Section 14.16(a)
      and (b), such provisions will have application if and whenever any Lender
      shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of
set-off, compensation, or otherwise), other than on account of any monies owing
or payable by the Borrower to it under the Finance Documents in excess of its
        pro rata share of payments on account of monies owing by the Borrower to
all the Finance Parties thereunder. 

	 	 	 
	 	(d) 	
      The Borrower agrees to be bound by and to do all things
      necessary or appropriate to give effect to any and all purchases and other
      adjustments made by and between the Lenders pursuant to this Section
14.16.



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	14.17 	Redistribution of Payment



If a Lender shall receive payment
of a portion of the aggregate amount of principal and interest due to it
hereunder which is greater than the proportion received by any other Lender in
respect of the aggregate amount of principal and interest due (having regard to
the respective Individual Commitments of the Lenders), the Lender receiving such
proportionately greater payment shall purchase a participation (which shall be
deemed to have been done simultaneously with receipt of such payment) in that
portion of the aggregate outstanding credit of the other Lender or Lenders so
that the respective receipts shall be pro rata to their respective
participation in the credits; provided, however, that if all or part of such
proportionately greater payment received by such purchasing Lender shall be
recovered from the Borrower, such purchase shall be rescinded and the purchase
price paid for such participation shall be returned by such selling Lender or
Lenders to the extent of such recovery, but without interest.

	14.18 	Distribution of Notices



Except as otherwise expressly
provided herein, promptly after receipt by the Administrative Agent of any
notice or other document which is delivered to the Administrative Agent
hereunder on behalf of the Lenders, the Administrative Agent shall provide a
copy of such notice or other document to each of the Lenders. 

	14.19 	
      Other Security Not
Permitted



None of the Finance Parties shall
be entitled to enjoy any Lien with respect to any of the Secured Assets other
than the Security. 

	14.20 	Discharge of Security



To the extent a sale or other
disposition of the Secured Assets is permitted pursuant to the provisions
hereof, the Lenders hereby authorize the Administrative Agent, at the cost and
expense of the Borrower, to execute such discharges and other instruments (or,
if applicable, to so authorize the Mexican Collateral Agent) which are necessary
for the purposes of releasing and discharging the Security therein or for the
purposes of recording the provisions or effect thereof in any office where the
Security Documents may be registered or recorded or for the purpose of more
fully and effectively carrying out the provisions of this Section 14.20. 


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	14.21 	Determination of Exposures



Concurrent with any request for
any approval or instructions of the Majority Lenders and prior to any
distribution of Cash Proceeds of Realization to the Finance Parties, the
Administrative Agent shall request each Finance Party to provide to the
Administrative Agent a written calculation of such Finance Party’s Exposure,
each such calculation to be certified true and correct by the Finance Party
providing same. Each Finance Party shall so provide such calculation within two
Banking Days following the request of the Administrative Agent. Any such
calculation provided by a particular Finance Party shall, absent manifest error,
constitute prima facie evidence of such Finance Party’s Exposure at such
time. With respect to each determination of the Exposure of the Finance Parties,
the Administrative Agent shall promptly notify the Finance Parties. For the
purposes of determining a particular Finance Party’s Exposure: 

	 	(a) 	
      the Exposure of a Finance Party under any Credit
      Documents shall be the aggregate amount (expressed in United States
      dollars) owing to such Finance Party thereunder on such date;

	 	 	 
	 	(b) 	
      the Exposure of a Qualified Risk Management Lender in
      respect of Common Risk Management Agreements shall be measured as the net
      exposure of such Qualified Risk Management Lender under all Common Risk
      Management Agreements with the Obligors to which such Qualified Risk
      Management Lender is a party, being the aggregate exposure of such
      Qualified Risk Management Lender thereunder less the aggregate exposure of
      the Obligors thereunder; the exposure of a party to a Common Risk
      Management Agreement shall be, in the case of a Common Risk Management
      Agreement which has not been terminated as of such date, the total amount
      which would be owing to such party by the other party under such Common
      Risk Management Agreement in the event of the early termination as of such
      date of such Common Risk Management Agreement as a result of the
      occurrence of a default, event of default or termination event (however
      specified or designated) with respect to such party thereunder or, in the
      case of a Common Risk Management Agreement which has been terminated as of
      such date, the total amount which is owing to such party by the other
      party under such Common Risk Management Agreement, in each case expressed
      in United States dollars;

	 	 	 
	 	(c) 	
      the Exposure of a Qualified Cash Management Lender in
      respect of Common Cash Management Agreements shall be measured as the net
      exposure of such Qualified Cash Management Lender under all Common Cash
      Management Agreements with the Obligors to which such Qualified Cash
      Management Lender is a party, being the aggregate exposure of such
      Qualified Cash Management Lender thereunder less the aggregate exposure of
      the Obligors thereunder; the exposure of a party to a Common Cash
      Management Agreement shall be, in the case of a Common Cash Management
      Agreement which has not been terminated as of such date, the total amount
      which would be owing to such party by the other party under such Common
      Cash Management Agreement in the event of the early termination as of such
      date of such Common Cash Management Agreement as a result of the
      occurrence of a default, event of default or termination event (however
      specified or designated) with respect to such party thereunder or, in the
      case of a Common Cash Management Agreement which has been terminated as
      of such date, the total amount which is owing to such party by the
other party under such Common Cash Management Agreement, in each case expressed
in United States dollars; 

	 	 	 
	 	(d) 	
      any amount of Secured Obligations denominated in Canadian
      dollars shall be expressed as the U.S. Dollar Equivalent thereof;
  and

	 	 	 
	 	(e) 	
      the Exposure of the Administrative Agent, for the
      purposes of Section 14.24(b)(iii) and for no other purposes, shall not
      include the amounts distributed pursuant to Sections 14.24(b)(i) and
(ii).



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	14.22 	Decision to Enforce Security
  


Upon the Security becoming
enforceable in accordance with its terms, the Administrative Agent shall
promptly so notify each of the Finance Parties. Any Lender may thereafter
provide the Administrative Agent with a written request to enforce the Security.
Forthwith after the receipt of such a request, the Administrative Agent shall
seek the instructions of the Majority Lenders as to whether the Security should
be enforced and the manner in which the Security should be enforced. In seeking
such instructions, the Administrative Agent shall submit a specific proposal to
the Finance Parties. From time to time, any Lender may submit a proposal to the
Administrative Agent as to the manner in which the Security should be enforced
and the Administrative Agent shall submit any such proposal to the Lenders for
approval of the Majority Lenders. The Administrative Agent shall promptly notify
the Finance Parties of all instructions and approvals of the Majority Lenders.
If the Majority Lenders instruct the Administrative Agent to enforce the
Security, each of the Lenders agrees to accelerate the Secured Obligations owed
to it to the extent permitted under the relevant Finance Document and in
accordance with the relevant Finance Document. 

	14.23 	
      Enforcement



The Administrative Agent reserves
the sole right to enforce, or otherwise deal with (and instruct the Mexican
Collateral Agent to enforce or otherwise deal with), the Security and to deal
with the Obligors in connection therewith; provided, however, that the
Administrative Agent shall so enforce, or otherwise deal with, the Security as
the Majority Lenders shall instruct. 

	14.24 	
      Application of Cash Proceeds of
  Realization




	 	(a) 	
      All Proceeds of Realization not in the form of cash shall
      be forthwith delivered to the Administrative Agent and disposed of, or
      realized upon, by the Administrative Agent as set forth in the
      Intercreditor Documents and otherwise in such manner as the Majority
      Lenders may approve so as to produce Cash Proceeds of
  Realization.

	 	 	 
	 	(b) 	
      Subject to the claims, if any, of secured creditors of
      the Obligors whose security ranks in priority to the Security, all Cash
      Proceeds of Realization shall be applied and distributed, and the claims
      of the Finance Parties shall be deemed to have the relative priorities
      which would result in the Cash Proceeds of Realization being applied and
      distributed, as follows:



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- 100 - 

	 	(i) 	
      firstly, to the payment of all reasonable costs and
      expenses incurred by the Administrative Agent or, if applicable, the
      Mexican Collateral Agent (including, without limitation and in each case,
      all legal fees and disbursements) in the exercise of all or any of the
      powers granted to them hereunder or under the Security Documents and the
      Guarantees and in payment of all of the remuneration of any Receiver and
      all costs and expenses properly incurred by such Receiver (including,
      without limitation, all legal fees and disbursements) in the exercise of
      all or any powers granted to it under the Security Documents;

	 	 	 
	 	(ii) 	
      secondly, in payment of all amounts of money borrowed or
      advanced by the Administrative Agent, the Mexican Collateral Agent or such
      Receiver pursuant to the Security Documents and any interest
    thereon;

	 	 	 
	 	(iii) 	
      thirdly, to the payment of the Secured Obligations
      (including holding as cash collateral to be applied against Secured
      Obligations which have not then matured) to the Finance Parties pro
      rata in accordance with their relative Exposures; and

	 	 	 
	 	(iv) 	
      the balance, if any, in accordance with Applicable
      Law.




	 	(c) 	
      Notwithstanding the foregoing, at any time that the
      Intercreditor Documents are in force and effect, Proceeds of Realization
      and Cash Proceeds of Realization shall be dealt with in accordance with
      the Intercreditor Documents.




	14.25 	
      Entering Into Contracts



The Administrative Agent may
enter into any Credit Document (including the Intercreditor Documents) as agent
for and on behalf of the Finance Parties. 

	14.26 	
      Survival



The provisions of this Article 14
and all other provisions of this agreement which are necessary to give effect to
each of the provisions of this Article 14 shall survive the permanent repayment
in full of the Credit Facility and the termination of all of the commitments of
the Lenders in connection therewith until such time as all of the Secured
Obligations have been satisfied in full and all of the commitments of the
Finance Parties in connection therewith have been terminated. 

ARTICLE 15 
MISCELLANEOUS 

	15.1 	
      Notices




	 	(a) 	
      All notices and other communications provided for herein
      shall be in writing and shall be personally delivered to an officer or
      other responsible employee of the addressee or sent by telefacsimile,
      charges prepaid, at or to the applicable addresses or telefacsimile
      numbers, as the case may be, set out opposite the parties’ name on the signature page hereof or at or to such
other address or addresses, telefacsimile number or numbers as any party hereto
may from time to time designate to the other parties in such manner. Any
communication which is personally delivered as aforesaid shall be deemed to have
been validly and effectively given on the date of such delivery if such date is
a Banking Day and such delivery is received before 4:00 p.m. (London time);
otherwise, it shall be deemed to have been validly and effectively given on the
Banking Day next following such date of delivery. Any communication which is
transmitted by telefacsimile as aforesaid shall be deemed to have been validly
and effectively given on the date of transmission if such date is a Banking Day
and such transmission was received before 4:00 p.m. (London time); otherwise, it
shall be deemed to have been validly and effectively given on the Banking Day
next following such date of transmission. 



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	 	(b) 	
      Notices and other communications to the Lenders hereunder
      may be delivered or furnished by electronic communication (including
      e-mail, Internet or intranet websites) pursuant to procedures approved by
      the Administrative Agent, provided that the foregoing shall not apply to
      notices to any party thereto if such party has notified the Administrative
      Agent that it is incapable of receiving notices under this Section 15.1 by
      electronic communication. The Administrative Agent or the Borrower may, in
      its discretion, agree to accept notices and other communications to it
      hereunder by electronic communications pursuant to procedures approved by
      it, provided that approval of such procedures may be limited to particular
  notices or communications.

	 	 	 
	 	(c) 	
      Unless the Administrative Agent otherwise prescribes, (i)
      notices and other communications sent to an e-mail address shall be deemed
      received upon the sender’s receipt of an acknowledgement from the intended
      recipient (such as by the “return receipt requested” function, as
      available, return e-mail or other written acknowledgement), provided that
      if such notice or other communication is not sent prior to 4:00 p.m.
      (London time) such notice or communication shall be deemed to have been
      sent at the opening of business on the next Banking Day, and (ii) notices
      or communications posted to an Internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its
      e- mail address as described in the foregoing subsection (i) of
      notification that such notice or communication is available and
identifying the website address therefor.




	15.2 	Severability 


Any provision hereof which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. 

	15.3 	Counterparts 


This agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original and
all of which taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart by
facsimile or electronic means shall be equally as effective as delivery of an
original executed counterpart. 

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	15.4 	
Successors and Assigns



This agreement shall enure to the
benefit of and shall be binding upon the parties hereto and their respective
successors and permitted assigns. 

	15.5 	
      Assignment




	 	(a) 	
      Neither the Credit Documents nor the benefit thereof may
      be assigned by the Borrower.

	 	 	 
	 	(b) 	
      A Lender may at any time sell to one or more other
      persons (“Participants”) participating interests in any credit
      outstanding hereunder, any commitment of such Lender hereunder or any
      other interest of the Lender hereunder. In the event of any such sale by a
      Lender of a participating interest to a Participant, such Lender’s
      obligations under this agreement to the Borrower shall remain unchanged,
      such Lender shall remain solely responsible for the performance thereof
      and the Borrower shall continue to be obligated to such Lender in
      connection with such Lender’s rights under this agreement. The Borrower
      agrees that if amounts outstanding under this agreement are due and
      unpaid, or shall have been declared to be or shall have become due and
      payable upon the occurrence of an Event of Default, or any Default which
      might mature into an Event of Default, each Participant shall be deemed to
      have the right of setoff in respect of its participating interest in
      amounts owing under this agreement to the same extent as if the amount of
      its participating interest were owing directly to it as the relevant
      Lender under this agreement. The Borrower also agrees that each
      Participant shall be entitled to the benefits of Article 8 with respect to
      its participation hereunder and for the purposes of Article 8 such
      Participant shall be deemed to be a Lender to the extent of such
      participation, provided, that such Participant shall have complied with
      obligations of a Lender provided in Article 8 and that no Participant
      shall be entitled to receive any greater amount pursuant to such Article
      than the relevant Lender would have been entitled to receive in respect of
      the amount of the participation transferred by the relevant Lender to such
      Participant had no such transfer occurred.

	 	 	 
	 	(c) 	
      With the prior written consent of, (x) the Administrative
      Agent, (y) the Issuing Lender and (z) at any time that no Default has
      occurred and is continuing, the Borrower (provided, however, that if the
      Borrower does not respond to a request for its consent to any such sale
      within five Banking Days of such receipt, the Borrower shall be deemed to
      have consented thereto), a Lender may at any time sell all or any part of
      its rights and obligations under the Credit Documents (but not less than
      the lesser of (x) $2,000,000 and (y) the amount of its Individual
      Commitment) to one or more Persons (“Purchasing Lenders”). For
      certainty, no consent from the Borrower shall be required for any sale by
      a Lender to another Lender or by a Lender to any of its Affiliates of such
      Lender’s interest hereunder.



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- 103 - 

Upon such sale, the relevant Lender shall, to the extent of
such sale, be released from its obligations under the Credit Documents and each
of the Purchasing Lenders shall become a party to the Credit Documents to the
extent of the interest so purchased. Any such assignment by a Lender shall not
be effective unless and until such Lender has paid to the Administrative Agent
an assignment fee in the amount of $3,500 for each Purchasing Lender, unless and
until the Purchasing Lender has executed an instrument substantially in the form
of Schedule D hereto whereby the Purchasing Lender has agreed to be bound by the
terms of the Credit Documents as a Lender and has agreed to a specific
Individual Commitment and a specific address and telefacsimile number for the
purpose of notices as provided in Section 15.1 and unless and until the
requisite consents to such assignment have been obtained, unless and until a
copy of a fully executed copy of such instrument has been delivered to each of
the Administrative Agent and the Borrower. Upon any such assignment becoming
effective, Schedule B hereto shall be deemed to be amended to include the
Purchasing Lender as a Lender with the specific Individual Commitment, address
and telefacsimile number as aforesaid and the Individual Commitment of the
Lender making such assignment shall be deemed to be reduced by the amount of the
Individual Commitment of the Purchasing Lender.

	 	(d) 	
      The Borrower authorizes the Administrative Agent and the
      Lenders to disclose to any Participant or Purchasing Lender (each, a
      “Transferee”) and any prospective Transferee or any professional
      advisor of any Transferee or prospective Transferee and authorizes each of
      the Lenders to disclose to any other Lender any and all financial
      information in their possession concerning the Borrower which has been
      delivered to them by or on behalf of the Borrower pursuant to this
      agreement or which has been delivered to them by or on behalf of the
      Borrower in connection with their credit evaluation of the Obligors prior
      to becoming a party to this agreement, so long as any such Transferee
      agrees not to disclose any confidential, non-public information to any
      person other than its non-brokerage affiliates, employees, accountants or
      legal counsel, unless required by law and authorizes each of the Lenders
      to disclose to any other Lender and to any Person where disclosure is
      required by law, regulation, legal process or regulatory authority (for
      certainty under any circumstance and not solely in connection with
      assignment of rights).




	15.6 	
      Entire Agreement



This agreement and the agreements
referred to herein and delivered pursuant hereto (including, without limitation,
the Fee Letters) constitute the entire agreement between the parties hereto and
supersede any prior agreements, undertakings, declarations, representations and
understandings, both written and verbal, in respect of the subject matter
hereof. 

	15.7 	
      Further Assurances



The Borrower shall, and shall
cause the Guarantors to, from time to time and at all times hereafter, upon
every reasonable request of the Administrative Agent, make, do, execute, and deliver or cause to be made, done, executed and delivered
all such further acts, deeds, assurances and things as may be necessary in the
opinion of the Administrative Agent for more effectually implementing and
carrying out the true intent and meaning of the Credit Documents or any
agreement delivered pursuant hereto or thereto and such additional security,
legal opinions, consents, approvals, acknowledgements, undertakings,
non-disturbance agreements, directions and negotiable documents of title in
connection with the property and assets of the Obligors, in form and substance
satisfactory to the Administrative Agent, as the Administrative Agent may from
time to time request, to ensure (i) that all Secured Assets are subject to a
Lien in favour of the Administrative Agent or, as applicable, the Mexican
Collateral Agent and (ii) the intended first ranking priority of such Liens
(subject to Permitted Liens which by their nature or by reason of the
Intercreditor Agreement would constitute prior ranking security). 

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- 104 -

	15.8 	
Judgment Currency




	 	(a) 	
      If, for the purpose of obtaining or enforcing judgment
      against the Borrower in any court in any jurisdiction, it becomes
      necessary to convert into a particular currency (such currency being
      hereinafter in this Section 15.8 referred to as the “Judgment
      Currency”) an amount due in another currency (such other currency
      being hereinafter in this Section 15.8 referred to as the “Indebtedness
      Currency”) under this agreement, the conversion shall be made at the
      rate of exchange prevailing on the Banking Day immediately
    preceding:




	 	(i) 	
      the date of actual payment of the amount due, in the case
      of any proceeding in the courts of the Province of Ontario or in the
      courts of any other jurisdiction that will give effect to such conversion
      being made on such date; or

	 	 	 
	 	(ii) 	
      the date on which the judgment is given, in the case of
      any proceeding in the courts of any other jurisdiction (the date as of
      which such conversion is made pursuant to this Section 15.8(a)(ii) being
      hereinafter in this Section 15.8 referred to as the “Judgment
      Conversion Date”).




	 	(b) 	
      If, in the case of any proceeding in the court of any
      jurisdiction referred to in Section 15.8(a)(ii), there is a change in the
      rate of exchange prevailing between the Judgment Conversion Date and the
      date of actual payment of the amount due, the Borrower shall pay to the
      appropriate judgment creditor or creditors such additional amount as may
      be necessary to ensure that the amount paid in the Judgment Currency, when
      converted at the rate of exchange prevailing on the date of payment, will
      produce the amount of the Indebtedness Currency which could have been
      purchased with the amount of Judgment Currency stipulated in the judgment
      or judicial order at the rate of exchange prevailing on the Judgment
      Conversion Date.

	 	 	 
	 	(c) 	
      Any amount due from the Borrower under the provisions of
      Section 15.8(b) shall be due to the appropriate judgment creditor or
      creditors as a separate debt and shall not be affected by judgment being
      obtained for any other amounts due under or in respect of this
      agreement.



Credit Agreement - Primero Mining 




- 105 - 

	 	(d) 	
      The term “rate of exchange” in this Section 15.8 means
      the noon spot rate of exchange for Canadian interbank transactions applied
      in converting the Indebtedness Currency into the Judgment Currency
      published by the Bank of Canada for the day in
question.




	15.9 	
      Confidentiality



Each Finance Party agrees to use
commercially reasonable efforts to ensure that financial statements or other
information relating to the Obligors which may be delivered to it pursuant to
this agreement and which are not publicly filed or otherwise made available to
the public generally will be treated confidentially by such Finance Party and
that such financial statements or other information will not, except with the
written consent of the Borrower, be distributed or otherwise made available by
any Finance Party to any Person other than its affiliates or its directors,
officers, employees, authorized agents, counsel, auditors or other
representatives (provided the other representatives have agreed or are under a
duty to keep all information confidential) who that Finance Party considers
appropriate to have such information. Each Finance Party is authorized to
deliver a copy of any financial statements or any other information which may be
delivered to it pursuant to this agreement, to (i) another Finance Party, (ii)
any actual or potential Transferee provided prior written notice is given to the
Borrower and the Transferee agrees to keep all such information confidential and
(iii) any Official Body having jurisdiction over such Finance Party in order to
comply with any Applicable Law, regulation or legal process; provided, however,
that the foregoing confidentiality provisions shall not apply to information
which is already known to the relevant Finance Party at the time of disclosure
or is lawfully obtained by such Finance Party after disclosure. 

[The remainder of this page is intentionally left blank.]


Credit Agreement - Primero Mining 



















SCHEDULE A 
PRICING GRID 

Applicable Margin 


	  	Total Net 	BA 	Prime Rate 	Standby Fee 
	  	Debt 	Acceptance 	Margin; 	Rate (% p.a.) 
	  	Leverage 	Fee Rate; 	Alternate 	  
	  	Ratio 	LIBOR 	Base Rate 	  
	  	  	Margin; 	Canada 	  
	  	  	Letter Fee 	Margin (% 	  
	  	  	Rate (% 	p.a.) 	  
	  	  	p.a.) 	  	  
	Level I 	< 1.50x 	2.00 	1.00 	0.4500 
	Level II 	> 1.50x and < 2.50x 	2.50 	1.50 	0.5625 
	Level III 	> 2.50x 	3.00 	2.00 	0.6750 



Credit Agreement - Primero Mining 




SCHEDULE B 
LENDERS AND INDIVIDUAL COMMITMENTS



	Lender 	Individual Commitment
  
	Bank of Montreal 	$37,500,000 
	The Bank of Nova Scotia 	$37,500,000 



Credit Agreement - Primero Mining 




SCHEDULE C 
COMPLIANCE CERTIFICATE 

	TO: 	BANK OF MONTREAL 


I, ____________________, the
[senior financial officer] of Primero Mining Corp. (the "Borrower"),
hereby certify that: 

	1. 	
      I am a duly appointed senior financial officer of the
      Borrower named in the credit agreement made as of May 23, 2014, as amended
      (the “Credit Agreement”) between, inter alia, the Borrower,
      the Lenders named therein and Bank of Montreal, as administrative agent of
      the Lenders, and as such I am providing this Certificate for and on behalf
      of the Borrower pursuant to the Credit Agreement.

	 	
       

	2. 	
      I am familiar with and have examined the provisions of
      the Credit Agreement including, without limitation, those of Article 10,
      Article 11 and Article 13 therein.

	 	
       

	3. 	
      To the best of my knowledge, information and belief and
      after due inquiry, no Default has occurred and is
  continuing.



As at or for the relevant period ending
_______________________, the amounts and financial ratios as contained in
Sections 11.1 of the Credit Agreement are as follows and detailed calculations
thereof are attached hereto: 

	 	  	 	Actual 	Required Amount or 
	 	  	 	Amount or 	Percentage 
	 	  	 	Percentage 	  
	 	(a) 	 Tangible Net Worth 	_______________	_______________
	 	(b) 	 Total Net Debt Leverage Ratio 	_______________	< 3.50:1 
	 	(c) 	 Senior Net Debt Leverage Ratio 	_______________	< 2.00:1 
	 	(c) 	 Interest Coverage Ratio 	_______________	> 4.50:1



	4. 	
      Unless the context otherwise requires, capitalized terms
      in the Credit Agreement which appear herein without definitions shall have
      the meanings ascribed thereto in the Credit
Agreement.



DATED this _______day of
_____________, 20____. 

	 	 
	 	(Signature) 
	 	 
	 	(Name - please print) 
	 	 
	 	(Title of Senior Financial Officer)
  


Credit Agreement - Primero Mining 




SCHEDULE D 
FORM OF ASSIGNMENT 

Dated __________, 20___ 

Reference is made to the Credit
Agreement made as of May 23, 2014 (as amended, the “Credit Agreement”)
between, inter alia, Primero Mining Corp., as borrower, the Lenders named
therein and Bank of Montreal, as administrative agent of the Lenders (in that
capacity, the “Administrative Agent”). Terms defined in the Credit
Agreement are used herein as therein defined. 

_________________ (the
“Assignor”) and _________________ (the “Assignee”) agree as
follows: 

(a)     The Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, a ______ % interest in and to all of the Assignor’s rights and
obligations under the Credit Agreement as of the Effective Date (as defined
below) (including, without limitation, such percentage interest in the
Assignor’s Individual Commitment as in effect on the Effective Date, the credit
extended by the Assignor and outstanding on the Effective Date and the
corresponding rights and obligations of the Assignor under all of the Credit
Documents). 

(b)     The Assignor (i) represents and
warrants that as of the date hereof its Individual Commitment is $___________
(without giving effect to assignments thereof which have not yet become
effective, including, but not limited to, the assignment contemplated hereby),
and the aggregate outstanding amount of credit extended by it is $___________
(without giving effect to assignments thereof which have not yet become
effective, including, but not limited to, the assignment contemplated hereby);
(ii) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim; (iii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any other instrument or document furnished pursuant thereto; (iv)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of any Obligor or the performance or observance by
the Obligors of any of their obligations under the Credit Documents or any other
instrument or document furnished pursuant thereto; and (v) gives notice to the
Administrative Agent and the Borrower of the assignment to the Assignee
hereunder. 

(c)     The effective date of this
Assignment (the “Effective Date”) shall be the later of ___________ and
the date on which a copy of a fully executed copy of this Assignment has been
delivered to the Borrower and the Administrative Agent in accordance with
Section 15.5(c) of the Credit Agreement. 

(e)     The Assignee hereby agrees to the
specific Individual Commitment of $___________ and to the address and
telefacsimile number set out after its name on the signature page hereof for the
purpose of notices as provided in Section 15.1 of the Credit Agreement. 

Credit Agreement - Primero Mining 




(f) As of the Effective Date (i) the Assignee shall, in
addition to any rights and obligations under the Credit Documents held by it
immediately prior to the Effective Date, have the rights and obligations under
the Credit Documents that have been assigned to it pursuant to this Assignment
and (ii) the Assignor shall, to the extent provided in this Assignment,
relinquish its rights and be released from its obligations under the Credit
Documents. 

(g) The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Documents for periods prior to the
Effective Date directly between themselves. 

This Assignment shall be governed
by, and construed in accordance with, the laws of the Province of Ontario and
the laws of Canada applicable therein. 

	 	[ASSIGNOR] 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Title: 
	 	 	 
	 	[ASSIGNEE] 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Title: 
	 	 	 
	 	Address  	
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention:  	
	 	Telefax:  	


Credit Agreement - Primero Mining 




Acknowledged and agreed to as of this ___________day of
___________ , 20__. 

	BANK OF MONTREAL, as Administrative 
	Agent and Issuing Lender 



	By:  		 
	 	Name: 	 
	 	Title: 	 


Acknowledged and agreed to as of this _________day of
_____________ , 20__. 

1PRIMERO MINING CORP. 

	By:  	 	 
	 	Name: 	 
	 	Title: 	 


____________________________________
1 Only
required if no Default has occurred and is continuing. 

Credit Agreement - Primero Mining 




SCHEDULE E 
FORM OF DRAWDOWN NOTICE 

	TO: 	Bank of Montreal 
	  	  
	RE: 	
      Credit Agreement made as of May 23, 2014 (as amended to
      the date hereof, the “Credit Agreement”) between, inter
      alia, Primero Mining Corp., as borrower, the Lenders named therein and
      Bank of Montreal, as administrative agent of the Lenders




Pursuant to the terms of the
Credit Agreement, the undersigned hereby irrevocably notifies you that it wishes
to draw down under the Credit Facility on [date of drawdown] as follows:


	 	Availment Option:
      ___________________________________________________
	 	 
	 	Amount:
      ___________________________________________________
	 	 
	 	If Bankers’ Acceptance, term:
      ________________________
	 	 
	 	If LIBOR Loan, Interest Period:
      ________________________
	 	 
	 	If Letter: 



	 	Currency and amount:
  ________________________
	 	 
	 	Named beneficiary:
  ________________________
	 	 
	 	Maturity date:
  ____________________________
	 	 
	 	Other terms:
  ____________________________


[You are hereby irrevocably authorized and directed to pay the
proceeds of the drawdown to _______________ and this shall be your good and
sufficient authority for so doing.] 

Credit Agreement - Primero Mining 




No Default or Event of Default
has occurred and is continuing or will arise immediately after giving effect to
or as a result of the extension of credit requested hereby. 

All capitalized terms defined in
the Credit Agreement and used herein shall have the meanings ascribed thereto in
the Credit Agreement. 

DATED the ______day of
_______________, 20___. 

	 	PRIMERO MINING CORP. 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 


Credit Agreement - Primero Mining 




SCHEDULE F 
FORM OF ROLLOVER NOTICE 

	TO: 	Bank of Montreal 
	  	  
	RE: 	
      Credit Agreement made as of May 23, 2014 (as amended to
      the date hereof, the “Credit Agreement”) between, inter
      alia, Primero Mining Corp., as borrower, the Lenders named therein and
      Bank of Montreal, as administrative agent of the Lenders




Pursuant to the terms of the
Credit Agreement, the undersigned hereby irrevocably requests a rollover of
outstanding credit under the Credit Facility on [date of rollover] as
follows: 

LIBOR Loans 

	 	Maturity Date of Maturing LIBOR Loan 	_____________________  
	 	Principal Amount of Maturing LIBOR 	$_____________________ 
	 	Loan 	  
	 	Portion Thereof to be Replaced 	$_____________________ 
	 	Interest Period of New LIBOR Loan 	__________ months 


Bankers’ Acceptances 

	 	Maturity Date of Maturing BAs 	_____________________  
	 	Face Amount of Maturing BAs 	$_______________________ 
	 	Portion Thereof to be Replaced 	$_______________________ 
	 	Term of New BAs 	__________ days 


No Default or Event of Default
has occurred and is continuing or will arise immediately after giving effect to
or as a result of the extension of credit requested hereby. 

All capitalized terms defined in
the Credit Agreement and used herein shall have the meaning ascribed thereto in
the Credit Agreement. 

DATED the _________day of
________________, 20____. 

	 	PRIMERO MINING CORP. 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 


Credit Agreement - Primero Mining 




SCHEDULE G 
FORM OF CONVERSION NOTICE 

	TO: 	
      Bank of Montreal 

	  	
      

	RE: 	
      Credit Agreement made as of May 23, 2014 (as amended to
      the date hereof, the “Credit Agreement”) between, inter
      alia, Primero Mining Corp., as borrower, the Lenders named therein and
      Bank of Montreal, as administrative agent of the Lenders




Pursuant to the terms of the
Credit Agreement, the undersigned hereby irrevocably requests a conversion of
outstanding credit under the Credit Facility on [date of conversion] as
follows: 

	Converting From 	  	Converting Into 	  
	  	  	  	  
	Prime Rate Loan 	  	Prime Rate Loan 	  
	  	  	  	  
	Principal amount Of 
Prime Rate Loan to 
be converted
    	$_____________ 	Principal amount of 
new Prime Rate Loan 	$____________ 
	  	  	  	  
	Bankers’ Acceptances 	 	Bankers’ Acceptances 	 
	  	  	  	  
	Maturity date of 
maturing BAs 	_____________________	Face amount of 
new BAs 	$____________ 
	  	  	  	  
	Face amount of 
of maturing BAs 	$_______________ 	Term of new BAS 	__________ days 
	  	  	  	  
	Portion thereof to 
Be converted 	$_______________ 		
	  	  	  	  
	LIBOR Loan 	  	LIBOR Loan 	  
	  	  	  	  
	Maturity date of 
maturing LIBOR Loan 	_____________________	Principal amount of 
new LIBOR Loan 	$_____________ 
	 	 	 	 
	Principal amount of 
maturing LIBOR Loan 	$_____________ 	Interest 	__________ months 
	 	 	 	 
	Portion thereof to 
be converted 	$_____________ 	Period of 
new LIBOR Loan 	
	  	  	  	  
	Base Rate Loan 	  	Base Rate Loan 	  
	  	  	  	  
	Principal Amount of 
Base Rate Loan to 
be converted
    	$_____________ 	Principal amount of 
new Base Rate Loan 	$_____________ 


Credit Agreement - Primero Mining 





No Default or Event of Default
has occurred and is continuing or will arise immediately after giving effect to
or as a result of the extension of credit requested hereby. 

All capitalized terms defined in
the Credit Agreement and used herein shall have the meaning ascribed thereto in
the Credit Agreement. 

DATED the ________day of
_____________, 20____. 

	 	PRIMERO MINING CORP. 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 


Credit Agreement - Primero Mining 




SCHEDULE H 
CORPORATE STRUCTURE 



Credit Agreement - Primero Mining 




SCHEDULE I 
SECURITY DOCUMENTS 

Primero Mining Corp. 

	 	(a) 	
      Downstream Guarantee;

	 	 	 
	 	(b) 	
      General Security and Pledge Agreement;

	 	 	 
	 	(c) 	
      Uncertificated Issuer Control Agreement;

	 	 	 
	 	(d) 	
      Omnibus Obligor Subordination and Postponement Agreement
      granted by each of the Companies;

	 	 	 
	 	(e) 	
      Luxembourg Share Pledge Agreement with respect to Primero
      Luxembourg;

	 	 	 
	 	(f) 	
      Barbadian Charge over Shares (over shares in shares in
      Silver Trading);

	 	 	 
	 	(g) 	
      Mexican Amended and Restated Share Pledge Agreement
      (Convenio Modificatorio y de Reexpresión al Contrato de Prenda sobre
      Acciones) with respect to shares held by the Borrower and Eduardo Luna
      Arellano (“ELA”) in PEM (First Priority);

	 	 	 
	 	(h) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by the Borrower and Kings
      in SAM (First Priority); and

	 	 	 
	 	(i) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by the Borrower and Kings
      in SAO (First Priority).



Primero Mining Luxembourg 

	 	(a) 	
      Guarantee;

	 	 	 
	 	(b) 	
      Luxembourg Account Pledge Agreement;

	 	 	 
	 	(c) 	
      Luxembourg Notice of Pledge to ING with respect to
      Luxembourg Accounts; and

	 	 	 
	 	(d) 	
      Mexican Mercantile Pledge Agreement (Contrato de
      Prenda Mercantil) with respect to promissory notes held by PML in PEM
      (First Priority).



Silver Trading (Barbados) Limited 

	 	(a) 	
      Guarantee; and

	 	 	 
	 	(b) 	
      Barbadian Debenture/Mortgage.



Primero Gold Canada Inc. 

	 	(a) 	
      Guarantee;

	 	 	 
	 	(b) 	
      General Security and Pledge
Agreement;



Credit Agreement - Primero Mining 





	 	(c) 	
      Debenture with respect to the (i) Black Fox Mine and (ii)
      Grey Fox Project; and

	 	 	 
	 	(d) 	
      Debenture Deliver Agreement with respect to the (i) Black
      Fox Mine and (ii) Grey Fox Project.



Primero Empresa Minera, S.A. de C.V. 

	 	(a) 	
      Mexican Guarantee (Fianza);

	 	 	 
	 	(b) 	
      Mexican Amended and Restated Mortgage Agreement
      (Convenio Modificatorio y de Reexpresión al Contrato de Hipoteca)
      with respect to Real Estate Property (First Priority);

	 	 	 
	 	(c) 	
      Mexican Amended and Restated Mortgage Agreement
      (Convenio Modificatorio y de Reexpresión al Contrato de Hipoteca)
      with respect to Mining Concessions (First Priority) (re: San
      Dimas);

	 	 	 
	 	(d) 	
      Mexican Amended and Restated Mortgage Agreement
      (Convenio Modificatorio y de Reexpresión al Contrato de Hipoteca)
      with respect to Mining Concessions (First Priority) (re:
    Ventanas);

	 	 	 
	 	(e) 	
      Mexican Amended and Restated Non Possessory Pledge
      Agreement (Prenda sin Transmisión de Posesión; Asset Pledge) with
      respect to PEM’s Assets (First Priority);

	 	 	 
	 	(f) 	
      Mexican Amended and Restated Share Pledge Agreement
      (Convenio Modificatorio y de Reexpresión al Convenio Modificatorio y de
      Reexpresión al Contrato de Prenda sobre Acciones) with respect to
      shares held by PEM and ELA in Primero Compania Minera, S.A. de C.V. (First
      Priority);

	 	 	 
	 	(g) 	
      Mexican Amended and Restated Share Pledge Agreement
      (Convenio Modificatorio y de Reexpresión al Contrato de Prenda sobre
      Acciones) with respect to shares held by PEM and ELA in Primero
      Servicios Mineros, S.A. de C.V. (First Priority);

	 	 	 
	 	(h) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by PEM and Primero
      Servicios Mineros, S.A. de C.V. in Primero Auxiliares de Administración,
      S.A. de C.V. (First Priority); and

	 	 	 
	 	(i) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by PEM and Cuauhtémoc
      Federico Simental Loera in Primero Transportes Aéreos, S.A. de C.V. (First
      Priority).



San Anton Resource Corporation (“SARC”)


	 	(a) 	
      Guarantee;

	 	 	 
	 	(b) 	
      General Security and Pledge Agreement;
  and



Credit Agreement - Primero Mining 





	 	(c) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by SARC and Cerro in Kings
      (First Priority).



Cerro Resources Pty Ltd. (“Cerro”) 

	 	(a) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by Cerro and SARC in Kings
      (First Priority).



Kings-San Anton, S.A. de C.V. (“Kings”)


	 	(a) 	
      Mexican Guarantee (Fianza);

	 	 	 
	 	(b) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by Kings and the Borrower
      in SAM (First Priority); and

	 	 	 
	 	(c) 	
      Mexican Share Pledge Agreement (Contrato de Prenda
      sobre Acciones) with respect to shares held by Kings and the Borrower
      in SAO (First Priority).



San Anton de las Minas, S.A. de C.V. (“SAM”)


	 	(a) 	
      Mexican Guarantee (Fianza);

	 	 	 
	 	(b) 	
      Mexican Mortgage Agreement (Contrato de Hipoteca)
      with respect to Real Estate Property (El Gallo) (First Priority);
    and

	 	 	 
	 	(c) 	
      Mexican Non Possessory Pledge Agreement (Prenda sin
      Transmisión de Posesión; Asset Pledge) with respect to Mining
      Concessions (El Gallo) (First Priority).



San Anton del Oro, S.A. de C.V. (“SAO”)


	 	(a) 	
      Mexican Guarantee (Fianza); and

	 	 	 
	 	(b) 	
      Mexican Mortgage Agreement (Contrato de Hipoteca)
      with respect to Real Estate Property (El Gallo) (First
  Priority).



Credit Agreement - Primero Mining 




SCHEDULE J 
QUALIFIED AFFILIATE INSTRUMENT OF
ADHESION 

	TO: 	BANK OF MONTREAL, as Administrative
      Agent 
	  	  
	AND TO: 	THE OTHER PARTIES TO THE CREDIT AGREEMENT
      REFERRED TO BELOW 


Reference is made to the credit
agreement dated as of May 23, 2014 by and among, inter alia, Primero
Mining Corp., as Borrower, the Lenders who may from time to time be parties
thereto, and Bank of Montreal, as Administrative Agent (such credit agreement,
as amended, modified, supplemented, replaced or restated from time to time,
being the “Credit Agreement”. The terms defined therein and not otherwise
defined herein being used herein as therein defined). 

WHEREAS the Credit Agreement
provides that an Affiliate of a Lender may become a Qualified Affiliate under
the Credit Agreement if it executes this instrument and delivers it to the
Administrative Agent; 

NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the undersigned, the undersigned hereby represents, warrants and
covenants as follows: 

	1. 	
      By executing this instrument, the undersigned hereby
      covenants and agrees to be bound by the terms and conditions of the Credit
      Agreement as a Qualified Affiliate, including all amendments, supplements
      and additions thereto, deletions therefrom and restatements thereof,
      solely as relates to the terms and conditions set forth in Article 14 of
      the Credit Agreement.

	 	 
	2. 	
      The undersigned hereby acknowledges that it has been
      provided with a copy of the Credit Agreement.



DATED this ______day of
____________, ______. 

	 	[INSERT NAME OF QUALIFIED
  
	 	AFFILIATE] 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 


Credit Agreement - Primero Mining 




SCHEDULE K 
EJIDOS LITIGATION 

FILE No. 176/2008 FOURTH CIVIL COURT 

PLAINTIFF: Guarisamey Ejido, San Dimas Municipality,
Durango.

DEFENDANT: James W. Swent and the person in charge of
the Public Property Registry in Tayoltita, San Dimas. It appears that the deeds
to the property (dated in the 1930s) identify James W. Swent as the owner. James
W. Swent is deceased.

COMMENTS: The initial proceeding was brought without the
knowledge of Desarollos Mineros San Luis S.A. de C.V., the legal owner of the
property at the time, and resulted in an initial order in favour of the
plaintiff. The order covers land with an area of 1,254 hectares. The order was
based on a deed made on behalf of Mr. James W. Swent, registered on June 24,
1932. In the side notes of the public deeds there are no notations indicating
that the plaintiff is the owner of the property. Based on a map provided to the
court by the Ejido, the notary public established a new public deed covering
1,890 hectares, showing the Guarisamey Ejido as the owner. This land is
important since it contains several roads, part of the Tayoltita’s airstrip and
the powder magazine.

PEM will have to initiate a lawsuit to reverse the order in
favour of the Guarisamey Ejido. Currently PEM is gathering facts. One important
finding is that the 1,890 hectares of land covered by the new deed is the
historical home of the Ejido Las Huertas, which casts the legitimacy of the
Guarisamey Ejido’s claim into question. 

File No. 797/2009 Seventh District Agricultural Court in
Durango 

PLAINTIFF: San Dimas Ejido. 

DEFENDANT: Desarrollos Mineros San Luis, S.A. de C.V.


COMMENTS: The Ejidos sued Desarrollos Mineros San
Luis, S.A. de C.V. claiming restitution of about 507 hectares located in an area
known as “La Abra”, based on their interpretation of a presidential decree
granting the Ejidos the right to use the land. The Ejidos also offered file No.
264/2010 (see below) as evidence, although the land claimed in each case is
different. Desarrollos Mineros San Luis, S.A. de C.V. responded to the claim,
offering a different interpretation of the presidential decree and calling
Maderera Industrial San Dimas, another of Goldcorp’s subsidiaries, to the trial
because Maderera Industrial San Dimas used to be the owner of part of the
claimed land. 

The court resolved in favor of Desarrollos Mineros San Luis,
S.A. de C.V. in March, 2013. 

Credit Agreement - Primero Mining 




FILE No. 264/2010 FOURTH CIVIL COURT 

PLAINTIFF: Guamúchil Ejido, San Dimas Municipality,
Durango State. 

DEFENDANT: San Luis Mining Company (“SLMC”) and the
person in charge for the Public Property Registry in Tayoltita, Durango. 

COMMENTS: The trial started in 2010,
approximately the same time as Primero was acquiring the San Dimas mine. The
Ejido is claiming to own the land through the concepts of “adverse possession”
or “acquisition by prescription”, which are methods of acquiring ownership
rights to property, against the owner and other third parties, through
possession of the property for an uninterrupted period of time. Under the
Agrarian Law in Mexico “prescriptive rights” can be used to acquire ownership to
property. The Guamúchil Ejido is claiming approximately 5,000 hectares of land
known as “San Dimas” and “Lechuguilla”, which according to the Ejido were
included in a public deed dated on May 10, 1899 that identified SLMC as the
owner. The 1899 deed is still legally active in the Public Property Registry in
Tayoltita. Primero’s attorneys are unable to ascertain at this time whether SLMC
is an existing legal entity. 

Since PEM is not a party to the proceeding, PEM has been
advised to allow the proceeding to conclude and, in the event that the decision
is in favour of the Ejido, to seek an annulment on the basis that it is in
possession of the property and is the legitimate owner. If these legal
proceedings (or any subsequent challenges to them) are not decided in favour of
PEM, then the San Dimas mine could face higher operating costs associated with
agreed or mandated payments that would be payable to the local Ejidos in respect
of use of the properties.

FILE No. 477/2010 FOURTH CIVIL COURT. 

PLAINTIFF: Guarizamey Ejido, San Dimas Municipality,
Durango State. 

DEFENDANT: James W. Swent and the person in charge of
the Public Property Registry in Tayoltita, San Dimas (see note above in File No
176/2008 regarding James W. Swent). 

COMMENTS: The Ejido is claiming “acquisition by
prescription” (see File No 264/2010 above) of the land that configures
Guarizamey, municipality of San Dimas of this State, with an area of 634
hectares. The action was brought against James W. Swent as he appears as the
owner in a public deed dated in 1899 (this claim is similar to File No
264/2010). The 1899 public deed does not have any boundaries to define where the
piece of land known as Guarizamey is located, but the Ejido maintain it is
within Primero’s properties. Since Mr. Swent couldn’t respond to the suit (as he
is deceased) he was found to be in contempt of court.

Since PEM is not a party to the proceeding it has been advised
to allow the proceeding to conclude and, in the event that the decision is in
favour of the Ejido, to seek an annulment on the basis that it is in possession
of the property and is the legitimate owner. If these legal proceedings (or any
subsequent challenges to them) are not decided in favour of PEM, then the San
Dimas mine could face higher operating costs associated with agreed or mandated
payments that would be payable to the local Ejidos in respect of use of the
properties.

Credit Agreement - Primero Mining 




Execution Version 

FIRST AMENDING AGREEMENT AND CONSENT 

THIS AGREEMENT made as of the
22nd day of December, 2014. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the
laws of the Province of British Columbia 

(herein called the “Borrower”)


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the “Administrative
Agent”) 

- and-

BANK OF MONTREAL and BANK OF NOVA
SCOTIA 

(herein called the “Lenders”
and individually, a “Lender”) 

WHEREAS the Borrower and
the Administrative Agent entered into a credit agreement made as of May 23, 2014
(the “Credit Agreement”) and pursuant to which the Lenders established a
certain credit facility in favour of the Borrower; 

AND WHEREAS the parties
hereto wish to amend certain provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT
WITNESSES that, in consideration of the mutual covenants and agreements
contained herein, the parties covenant and agree as follows: 

ARTICLE 1 
DEFINED TERMS 

1.1         
Capitalized Terms. All capitalized terms which are used herein
without being specifically defined herein shall have the meaning ascribed
thereto in the Credit Agreement as amended hereby. 

ARTICLE 2 
AMENDMENTS 

2.1         
General Rule. Subject to the terms and conditions herein contained,
the Credit Agreement is hereby amended to the extent necessary to give effect to
the provisions of this agreement and to incorporate the provisions of this
agreement into the Credit Agreement. 

First Amending Agreement and Consent 




- 2 - 

2.2         
Tangible Net Worth. Section 11.1(a) of the Credit Agreement is hereby
amended by deleting the reference therein to “U.S.$763,419,000” and replacing it
with “U.S.$684,250,000”. 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

3.1         
Representations and Warranties. To induce the Lenders and the
Administrative Agent to enter into this agreement, the Borrower hereby
represents and warrants to the Lenders and the Administrative Agent that the
representations and warranties of the Borrower which are contained in Section
10.1 of the Credit Agreement, are true and correct. The Borrower hereby
represents and warrants that no Default has occurred and is continuing. 

ARTICLE 4 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

4.1         
Conditions Precedent. This agreement shall not be effective until (i)
the parties hereto shall have executed and delivered this agreement and (ii)
each Obligor has entered into a confirmation of the Credit Documents to which it
is a party, in form and substance satisfactory to the Lenders. 

ARTICLE 5 
MISCELLANEOUS 

5.1         
Future References to the Credit Agreement. On and after the date of
this agreement, each reference in the Credit Agreement to “this agreement”,
“hereunder”, “hereof”, or words of like import referring to the Credit
Agreement, and each reference in any related document to the “Credit Agreement”,
“thereunder”, “thereof”, or words of the like import relating to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby. The Credit Agreement, as amended hereby, is and shall continue to be in
full force and effect and is hereby in all respects ratified and confirmed. 

5.2         
Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario. 

5.3         
Enurement. This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

5.4         
Conflict. If any provision of this agreement is inconsistent or
conflicts with any provision of the Credit Agreement, the relevant provision of
this agreement shall prevail and be paramount. 

5.5         
Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same agreement.
Delivery of an executed signature page of this agreement by facsimile
transmission or by e-mail in pdf format shall be as effective as delivery of a
manually executed counterpart thereof. 

First Amending Agreement and Consent 




- 3 - 

5.6         
Consent. Pursuant to a request letter from the Borrower addressed to
the Administrative Agent scheduled hereto as Exhibit 1, the Borrower has
requested that the Lenders consent to the partition and conveyance (the
“Proposed Conveyance”) of certain real property interests constituting
Secured Assets (the “Tayoltita Lands”) and the release of such Secured
Assets from the Security. Pursuant to Section 11.3(c) of the Credit Agreement,
the Proposed Conveyance is, absent the written consent of the Majority Lenders,
a prohibited transaction. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Lenders hereby (i) consent to
the Proposed Conveyance and (ii) authorize the Administrative Agent to execute
and deliver a direction, concurrently with or subsequent to the execution and
delivery of an identical direction by each other Secured Creditor (as defined in
the Intercreditor Agreement), all in accordance with Section 3.6 of the
Intercreditor Agreement, to direct the Mexican Collateral Agent execute a
release and discharge of the Security over the Tayoltita Lands. 

5.7         
Confirmation of Security. The Borrower confirms and agrees that the
Liens and other obligations expressed to be created under or pursuant to each
Security Document to which it is a party shall be binding upon the Borrower and
its collateral (as described in each such Security Document) shall be unaffected
by and shall continue in full force and effect notwithstanding the amendment of
the Credit Agreement as constituted hereby and the execution and delivery and
effectiveness of this Agreement shall not in any manner whatsoever reduce,
release, discharge, impair or otherwise prejudice or change the rights of the
Finance Parties arising under, by reason of or otherwise in respect of such
Liens and other obligations constituted by each such Security Document. For the
avoidance of doubt, the Borrower hereby confirms that each Security Document to
which it is a party secures its Secured Obligations and that each such Security
Document continues in full force and effect. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

First Amending Agreement and Consent 




IN WITNESS WHEREOF the
parties hereto have executed this agreement. 

	 	PRIMERO MINING CORP. 
	 	 
	 	 


 

First Amending Agreement and Consent 





	 	BANK OF MONTREAL, as Administrative
  
	 	Agent 
	 	 

 

	 	BANK OF MONTREAL, as Lender 
	 	 
	 	 

 

First Amending Agreement and Consent 





	 	THE BANK OF NOVA SCOTIA, as Lender

	 	 

 

Ursl Amending Agreement and Consent 




EXHIBIT 1 
PRIMERO CONSENT REQUEST LETTER 

(See attached) 

First Amending Agreement and Consent 
















First Amending Agreement and Consent 






First Amending Agreement and Consent 














SECOND AMENDING AGREEMENT 

THIS AGREEMENT made as of the
5th day of February, 2015. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the 
laws of the Province of British Columbia 

(herein called the “Borrower”)


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the “Administrative
Agent”) 

- and-

BANK OF MONTREAL and BANK OF NOVA
SCOTIA 

(herein called the “Lenders”
and individually, a “Lender”) 

WHEREAS the Borrower and
the Administrative Agent entered into a credit agreement made as of May 23, 2014
(as amended pursuant to a first amending agreement dated December 22, 2014, the
“Credit Agreement”) and pursuant to which the Lenders established a
certain credit facility in favour of the Borrower; 

AND WHEREAS the parties
hereto wish to amend certain provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT
WITNESSES that, in consideration of the mutual covenants and agreements
contained herein, the parties covenant and agree as follows: 

ARTICLE 1 
DEFINED TERMS 

1.1         
Capitalized Terms. All capitalized terms which are used herein
without being specifically defined herein shall have the meaning ascribed
thereto in the Credit Agreement as amended hereby. 

Second Amending Agreement 




- 2 - 

ARTICLE 2 
AMENDMENTS 

2.1         
General Rule. Subject to the terms and conditions herein contained,
the Credit Agreement is hereby amended to the extent necessary to give effect to
the provisions of this agreement and to incorporate the provisions of this
agreement into the Credit Agreement. 

2.2         
Definitions. Section 1.1 of the Credit Agreement is hereby amended as
follows:

	 	(a) 	
      The following new definitions added in alphabetical
      order:

	 	 	 
	 		
      “Convertible Debentures” means the 5.75%
      convertible unsecured subordinated debentures issued or to be issued by
      the Borrower (i) on terms substantively similar, in the opinion of the
      Lenders, acting reasonably, to those terms set forth in the preliminary
      short form prospectus dated January 26, 2015 of the Borrower, and (ii)
      pursuant to the Debenture Indenture in the aggregate principal amount of
      amount of up to $75,000,000 (or up to $86,250,000 if the over-allotment
      option referred to in such short form prospectus is exercised in full) and
      which mature on or after February 28, 2020.

	 	 	 
	 		
      “Debenture Indenture” means the debenture
      indenture to be dated on or about February 9, 2015 among the Borrower, as
      issuer and Computershare Trust Company of Canada, as trustee and pursuant
      to which the Convertible Debentures will be issued.”

	 	 	 
	 	(b) 	
      the definition of “Permitted Indebtedness” is
      hereby deleted in its entirety and replaced by the
  following:



“Permitted Indebtedness” means
any one or more of the following: 

	 	(a) 	
      the Secured Obligations;

	 	 	 
	 	(b) 	
      Indebtedness of the Obligors arising under Capital Leases
      and Purchase Money Indebtedness of the Obligors; provided that, at any
      particular time, the aggregate amount of such Indebtedness does not exceed
      $10,000,000;

	 	 	 
	 	(c) 	
      Indebtedness of the Obligors under Other Capital Leases
      provided that, at any particular time, the aggregate amount of such
      Indebtedness does not exceed $30,000,000 (for the avoidance of doubt, such
      amount being in excess to the amount referenced in paragraph (b),
      above);

	 	 	 
	 	(d) 	
      at all times that the Intercreditor Documents remain in
      full force and effect, Indebtedness of the Obligors existing at the date
      hereof including Indebtedness under the SLW Silver Purchase Agreement, the
      Borrower Silver Purchase Guarantee, the PEM Silver Purchase Guarantee and
      the Goldcorp Indemnity Agreement;

	 	 	 
	 	(e) 	
      vendor-take-back Indebtedness incurred pursuant to a
      Permitted Acquisition which has no recourse to any entity which has any
      direct or indirect ownership interest in the San Dimas Mine and where the
      recourse of such Indebtedness is limited to (i) the acquired assets, (ii)
      the acquired entity, or (iii) the relevant Obligor’s equity
interest in the acquired entity, in each case provided that the Borrower has
provided evidence satisfactory to the Lenders that (x) no Default or Event of
default has occurred and is continuing at the time of or would arise as a result
of the incurring of such Indebtedness and (y) the Borrower would be in
compliance with all of the financial covenants in Section 11.1 on a pro forma
basis after giving effect to the incurring of such Indebtedness; 



Second Amending Agreement 




- 3 -

	 	(f) 	
      at all times that the Postponement and Subordination
      Undertaking remains in full force and effect, Indebtedness of the Obligors
      to any other Obligor or to any other Company;

	 	 	 
	 	(g) 	
      trade payables and other accrued liabilities of the
      Obligors incurred in the ordinary course of business and payable in
      accordance with customary practices;

	 	 	 
	 	(h) 	
      an unsecured overdraft facility in the maximum amount of
      $10,000,000 obtained in the ordinary course of business;

	 	 	 
	 	(i) 	
      unsecured Risk Management Agreements with non-Lenders
      obtained in the ordinary course of business, including any guarantees
      given in relation to the same; provided that, at any particular time, the
      aggregate amount of such Indebtedness under such unsecured Risk Management
      Agreements does not exceed $10,000,000;

	 	 	 
	 	(j) 	
      at all times that the Sandstorm Subordination Agreement
      remains in full force and effect, Indebtedness of Primero Gold under the
      Sandstorm Gold Purchase Agreement;

	 	 	 
	 	(k) 	
      any guarantee or indemnity in respect of Permitted
      Indebtedness; and

	 	 	 
	 	(l) 	
      Indebtedness which in the aggregate does not exceed
      $200,000,000 incurred under: (i) the Convertible Debentures; and (ii) any
      other unsecured instrument(s) or contract(s) for borrowed money or
      Indebtedness not referred to in clauses (a) to (k) above which does not
      have a maturity or any scheduled repayment due prior to the third
      anniversary of the Maturity Date and is otherwise on terms no more onerous
      than the Secured Obligations;



in each case, provided that no Default
or Event of Default has occurred and is continuing at the time of the incurrence
of such Indebtedness or would arise immediately after the incurrence of such
Indebtedness. 

	 	(c) 	
      the definition of “Restricted Payment” is hereby
      amended by adding the following paragraph immediately after paragraph (c)
      thereof:



“For greater certainty, neither (i)
the payment of cash in lieu of the delivery of any fractional common share by
the Borrower in connection with any conversion, redemption or repayment upon
maturity of the Convertible Debentures from time to time, nor (ii) the delivery
of common shares or other similar equity securities by the Borrower in
connection with any conversion, retirement, redemption, repurchase or repayment
of, or payment of interest on, the Convertible Debentures from time to time will
constitute a Restricted Payment.”

Second Amending Agreement 




- 4 - 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

3.1         
Representations and Warranties. To induce the Lenders and the
Administrative Agent to enter into this agreement, the Borrower hereby
represents and warrants to the Lenders and the Administrative Agent that the
representations and warranties of the Borrower which are contained in Section
10.1 of the Credit Agreement, are true and correct on each of the date hereof
and the date of the effectiveness of the amendment contemplated in Article 2, as
if made on the date hereof and the date of the effectiveness of the amendment
contemplated in Article 2, respectively. The Borrower hereby represents and
warrants that no Default has occurred and is continuing nor will a Default arise
as a result of the execution and delivery of this agreement or the incurrence of
the Indebtedness under the Convertible Debentures. 

ARTICLE 4 
CONDITION PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

4.1         
Condition Precedent. This agreement shall not be effective until (i)
the parties hereto shall have executed and delivered this agreement and (ii) the
Convertible Debentures (as defined in Section 2.2(a) above) are first issued by
the Borrower. 

ARTICLE 5 
MISCELLANEOUS 

5.1         
Future References to the Credit Agreement. On and after the date of
this agreement, each reference in the Credit Agreement to “this agreement”,
“hereunder”, “hereof”, or words of like import referring to the Credit
Agreement, and each reference in any related document to the “Credit Agreement”,
“thereunder”, “thereof”, or words of the like import relating to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby. The Credit Agreement, as amended hereby, is and shall continue to be in
full force and effect and is hereby in all respects ratified and confirmed.


5.2         
Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario. 

5.3         
Enurement. This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

5.4         
Conflict. If any provision of this agreement is inconsistent or
conflicts with any provision of the Credit Agreement, the relevant provision of
this agreement shall prevail and be paramount. 

5.5         
Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same agreement.
Delivery of an executed signature page of this agreement by facsimile
transmission or by e-mail in pdf format shall be as effective as delivery of a
manually executed counterpart thereof. 

Second Amending Agreement 




- 5 - 

[REMAINDER OF PAGE INTENTIONALLY BLANK]

Second Amending Agreement 




IN WITNESS WHEREOF the parties
hereto have executed this agreement. 

	 	PRIMERO MINING CORP. 
	 	 
	 	 


 

Second Amending Agreement 





	 	BANK OF MONTREAL, as Administrative 
	 	Agent 
	 	 
	 	 

 

	 	BANK OF MONTREAL, as Lender 
	 	 
	 	 

 

Second Amending Agreement 





	 	THE BANK OF NOVA SCOTIA, as Lender 
	 	 
	 	 

 

Second Amending Agreement 



























































Execution Version 

FOURTH AMENDING AGREEMENT 

THIS AGREEMENT made as of the
28th day of December, 2016. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the 
laws of the Province of British Columbia 

(herein called the “Borrower”)


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the “Administrative
Agent”) 

- and-

BANK OF MONTREAL and BANK OF NOVA
SCOTIA 

(herein called the “Lenders”
and individually, a “Lender”) 

WHEREAS the Borrower and
the Administrative Agent entered into a credit agreement made as of May 23, 2014
(as amended pursuant to a first amending agreement dated December 22, 2014, a
second amending agreement dated February 5, 2015 and a third amending agreement
dated December 31, 2015, the “Credit Agreement”) and pursuant to which
the Lenders established a certain credit facility in favour of the Borrower;


AND WHEREAS the parties
hereto wish to amend certain provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT
WITNESSES that, in consideration of the mutual covenants and agreements
contained herein, the parties covenant and agree as follows: 

ARTICLE 1 
DEFINED TERMS 

	1.1 	
      Capitalized Terms.



All capitalized terms which are
used herein without being specifically defined herein shall have the meaning
ascribed thereto in the Credit Agreement as amended hereby. 

Fourth Amending Agreement 




- 2 - 

ARTICLE 2 
AMENDMENTS 

	2.1 	
      General Rule.



Subject to the terms and
conditions herein contained, the Credit Agreement is hereby amended to the
extent necessary to give effect to the provisions of this agreement and to
incorporate the provisions of this agreement into the Credit Agreement.


	2.2 	
      Defined Terms.



Section 1.1 of the Credit
Agreement is hereby amended by adding the following new definitions in
alphabetical order: 

““Cash on Hand” means, at any
particular time, the aggregate amount of the Borrower’s unrestricted Cash at
such time (for the avoidance of doubt, Cash secured by the Security Documents
shall be considered unrestricted Cash). 

“CIM Definition Standards”
means definition standards on mineral resources and reserves established by the
Canadian Institute of Mining, Metallurgy and Petroleum, as updated from time to
time. 

“Life of Mine” means, in
respect of each of the San Dimas Mine and/or the Black Fox Mine, as applicable,
the period during which all Reserves and Resources at each such mine as reported
in the Borrower’s most recent reserve statement or mine plan or other project
description filed from time to time with Official Bodies in respect of such mine
is projected to be extracted through planned mining activities at or in
connection with such mine. 

“Mine Plan” means (i) in
respect of the San Dimas Mine and/or the Black Fox Mine, as applicable, the
individual mine plan in form and substance satisfactory to the Lenders, acting
reasonably, for such mine’s relevant Life of Mine and (ii) the consolidated
annual budget of the Borrower for such mine which shall include projected
exploration and corporate expenses (including sales, general and administrative
expenses), delivered by or on behalf of the Borrower to the Lenders. 

“Reserves” means “Proven
Mineral Reserves” and “Probable Mineral Reserves” as such terms are
defined in the CIM Definition Standards. 

“Resources” means “Measured
Mineral Resources” and “Indicated Mineral Resources” as such terms
are defined in the CIM Definition Standards.” 

	2.3 	
      Tangible Net Worth.



Section 11.1(a) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

Fourth Amending Agreement 




- 3 - 

	 	“(a) 	
      Tangible Net Worth. The Borrower shall at all
      times maintain Tangible Net Worth in an amount greater than or equal to
      the greater of 




	 	(i) 	
      U.S. $586,000,000 less an amount equal to 115% of the
      impairment charge, if any, booked by the Borrower in accordance with GAAP
      in respect of its fixed assets for the Fiscal Year ending December 31,
      2016; and

	 	 	 
	 	(ii) 	
      U.S. $340,000,000



plus (in either case) 50% of the
aggregate positive Net Income for the Fiscal Quarters during the period from
January 1, 2017 to the last day of the Fiscal Quarter which has been most
recently completed at such time. For the purpose of the foregoing, if the Net
Income for a particular Fiscal Quarter is negative, the Net Income for such
Fiscal Quarter shall be deemed to be zero.” 

	2.4 	
      Total Net Debt Leverage
Ratio.



Section 11.1(b) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

	 	“(b) 	
      Total Net Debt Leverage Ratio. The Borrower shall
      at all times maintain the Total Net Debt Leverage Ratio in an amount less
      than or equal to 




	 	(i) 	
      3.50 to 1 at all times up to and including the Fiscal
      Quarter ending September 30, 2016;

	 	 	 
	 	(ii) 	
      4.25 to 1 at all times during the Fiscal Quarter ending
      December 31, 2016; and

	 	 	 
	 	(iii) 	
      3.50 to 1 at all times thereafter from and including
      March 31, 2017



and shall calculate such ratio as at
the last day of each Fiscal Quarter.” 

	2.5 	
      Senior Net Debt Leverage
Ratio.



Section 11.1(c) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

	 	“(c) 	Senior Net Debt Leverage Ratio. The
      Borrower shall at all times maintain the Senior Net Debt Leverage Ratio in
      an amount less than or equal to 



	 	(i) 	
      2.0 to 1 at all times up to and including the Fiscal
      Quarter ending September 30, 2016;

	 	 	 
	 	(ii) 	
      2.50 to 1 at all times during the Fiscal Quarter ending
      December 31, 2016; and



Fourth Amending Agreement 




- 4 - 

	 	(iii) 	
      2.0 to 1 at all times thereafter from and including March
      31, 2017



and shall calculate such ratio as at
the last day of each Fiscal Quarter.” 

	2.6 	
      Mine Plans.



The following new Section
11.2(u) of the Credit Agreement is hereby added immediately following Section
11.2(t): 

“Mine Plans. The Borrower
shall, on or before January 31, 2017, deliver to the Administrative Agent a Mine
Plan in respect of each of the San Dimas Mine and the Black Fox Mine.” 

	2.7 	
      Conditions Precedent to All
  Credit.




	 	(a) 	
      Section 12.1(b) is hereby amended by deleting the
      reference to “and”;

	 	 	 
	 	(b) 	
      Section 12.1(c) is hereby amended by deleting the
      reference “.” and replacing it with “; and”.

	 	 	 
	 	(c) 	
      the following new Section 12.1(d) of the Credit Agreement
      is hereby added immediately following Section
12.1(c):




	 	“(d) 	the Borrower shall have provided satisfactory
      evidence to the Administrative Agent, acting reasonably, that it has less
      than, or will have less than, $15,000,000 Cash on Hand on the date such
      credit is requested to be extended.” 


ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and
Warranties.



To induce the Lenders and the
Administrative Agent to enter into this agreement, the Borrower hereby
represents and warrants to the Lenders and the Administrative Agent that the
representations and warranties of the Borrower which are contained in Section
10.1 of the Credit Agreement, are true and correct on each of the date hereof
and the date of the effectiveness of the amendment contemplated in Article 2, as
if made on the date hereof and the date of the effectiveness of the amendment
contemplated in Article 2, respectively. The Borrower hereby represents and
warrants that no Default has occurred and is continuing nor will a Default arise
as a result of the execution and delivery of this agreement. 

ARTICLE 4 
CONDITION PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

	4.1 	
      Condition Precedent.



This agreement shall not be
effective until the parties hereto shall have executed and delivered this
agreement. 

Fourth Amending Agreement 




- 5 - 

ARTICLE 5 
MISCELLANEOUS 

	5.1 	
      Future References to the Credit
  Agreement.



On and after the date of this
agreement, each reference in the Credit Agreement to “this agreement”,
“hereunder”, “hereof”, or words of like import referring to the Credit
Agreement, and each reference in any related document to the “Credit Agreement”,
“thereunder”, “thereof”, or words of the like import relating to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby. The Credit Agreement, as amended hereby, is and shall continue to be in
full force and effect and is hereby in all respects ratified and confirmed.


	5.2 	
      Governing Law.



This agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario.


	5.3 	
      Enurement.



This agreement shall enure to the
benefit of and shall be binding upon the parties hereto and their respective
successors and permitted assigns. 

	5.4 	
      Conflict.



If any provision of this
agreement is inconsistent or conflicts with any provision of the Credit
Agreement, the relevant provision of this agreement shall prevail and be
paramount. 

	5.5 	
      Counterparts.



This agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original and
all of which taken together shall be deemed to constitute one and the same
agreement. Delivery of an executed signature page of this agreement by facsimile
transmission or by e-mail in pdf format shall be as effective as delivery of a
manually executed counterpart thereof. 

	5.6 	
      Confirmation of Finance
  Documents.



By its acknowledgment, each
Obligor confirms and agrees that the Liens and other obligations expressed to be
created under or pursuant to each Finance Document to which it is a party shall
be binding upon such Obligor and its collateral (as described in each such
Security Document) shall be unaffected by and shall continue in full force and
effect notwithstanding the amendment of the Credit Agreement as constituted
hereby and the execution and delivery and effectiveness of this amendment shall
not in any manner whatsoever reduce, release, discharge, impair or otherwise
prejudice or change the rights of the Finance Parties arising under, by reason
of or otherwise in respect of such Liens and other obligations constituted by
each such Finance Document. For the avoidance of doubt, each Obligor hereby
confirms that each Security Document to which it is a party secures its
Secured Obligations and that each such Security Document continues in full force
and effect. 

Fourth Amending Agreement 




- 6 -

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

Fourth Amending Agreement 




















	 	BANK OF MONTREAL, as
      Administrative 
	 	Agent 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 



	 	BANK OF MONTREAL, as Lender
  
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 


Fourth Amending Agreement 





	 	THE BANK OF NOVA SCOTIA, as
      Lender 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	 
	 	By:  	
	 	 	Name: 
	 	 	Title: 


Fourth Amending Agreement 













































































































Execution Version

SIXTH AMENDING AGREEMENT

THIS AGREEMENT made as of the
2nd day of October, 2017. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the laws of the Province of British Columbia 

(herein called the “Borrower”)


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the “Administrative
Agent”) 

- and-

BANK OF MONTREAL and THE BANK OF
NOVA SCOTIA 

(herein called the “Lenders”
and individually, a “Lender”) 

WHEREAS the Borrower and the Administrative Agent
entered into a credit agreement made as of May 23, 2014 (as amended pursuant to
a first amending agreement dated December 22, 2014, a second amending agreement
dated February 5, 2015, a third amending agreement dated December 31, 2015, a
fourth amending agreement dated December 28, 2016 and a fifth amending agreement
dated March 30, 2017, the “Credit Agreement”) and pursuant to which the
Lenders established a certain credit facility in favour of the Borrower; 

AND WHEREAS the parties hereto wish to amend certain
provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the mutual covenants and agreements contained herein, the
parties covenant and agree as follows: 

ARTICLE 1 
DEFINED TERMS 

	1.1 	
      Capitalized Terms.



All capitalized terms which are used herein without being
specifically defined herein shall have the meaning ascribed thereto in the
Credit Agreement as amended hereby. 

		Sixth Amending Agreement







- 2 - 

ARTICLE 2 
AMENDMENTS 

	2.1 	
      General Rule.



Subject to the terms and conditions herein contained, the
Credit Agreement is hereby amended to the extent necessary to give effect to the
provisions of this agreement and to incorporate the provisions of this agreement
into the Credit Agreement. 

	2.2 	
      Defined Terms.



Section 1.1 of the Credit Agreement is
hereby amended as follows: 

	 	(a) 	
      the definition of “Material Properties” is hereby
      deleted in its entirety and replaced with the following:

	 	 	 
	 		
      ““Material Properties” means, at any particular
      time, the San Dimas Mine, the Black Fox Mine, the Grey Fox Project, the
      Cerro de Gallo Project and the Ventanas Property except to the extent the
      relevant property is sold pursuant to a Permitted Disposition.”

	 	 	 
	 	(b) 	
      the definition of “Permitted Dispositions” is
      hereby deleted in its entirety and replaced with the following:

	 	 	 
	 		
      ““Permitted Dispositions” means any one or more of
      the following:




	 	(a) 	
      Dispositions of inventory, product or produced or
      unprocessed minerals, metals or other mineral or extracted materials
      Disposed of in the ordinary course of business;

	 	 	 
	 	(b) 	
      Dispositions of worn out, unserviceable or obsolete
      equipment in the ordinary course of business;

	 	 	 
	 	(c) 	
      Dispositions of publicly traded securities Disposed of
      for their fair market value; and

	 	 	 
	 	(d) 	
      a Disposition of the Black Fox Mine and the Grey Fox
      Project in accordance with the Asset Purchase Agreement, provided that, at
      the time of such Disposition, (i) the Closing Date Liabilities do not
      exceed the Closing Date Assets (as such terms are defined in the Asset
      Purchase Agreement) by more than $4,000,000.00 and (ii) the aggregate
      amount of Primero Cash Collateral (as defined in the Asset Purchase
      Agreement) is less than or equal to
CAD$6,145,465.00;



in each case, further provided that a
Disposition will be deemed not to be a Permitted Disposition if (i) the asset
Disposed of is an asset of a Material Property (other than the Disposition of
(A) the Black Fox Mine and Grey Fox Project pursuant to paragraph (d), above,
(B) the Ventanas Property to an Obligor and (C) the Disposition of worn out,
unserviceable or obsolete equipment Disposed of in the ordinary course of
business) and/or (ii) a Default or Event of Default has occurred and is
continuing at the time of such Disposition or would arise immediately after such
Disposition as a result thereof.”

		Sixth Amending Agreement







- 3 - 

	 	(c) 	
      the definition of “Prepayment Trigger Event” is
      hereby deleted in its entirety and replaced with the following:

	 	 	 
	 		
      ““Prepayment Trigger Events” means the Black Fox
      Prepayment Trigger Event and the Insurance Prepayment Trigger Event and
      “Prepayment Trigger Event” means any one of the
  foregoing.”

	 	 	 
	 	(d) 	
      the following new definitions are hereby added in
      alphabetical order:



““Asset Purchase Agreement”
means the Asset Purchase Agreement dated as of August 25, 2017 between McEwen
Mining Inc. and the Borrower (which has been assigned by McEwen Mining Inc. to
its wholly-owned subsidiary 10393444 Canada Inc. as of October 2, 2017). 

“Blackfox Prepayment Trigger
Event” means the Disposition of the Black Fox Mine and the Grey Fox Project
by the Borrower. 

“Blackfox Repayment Amount”
means an amount equal to (a) the Purchase Price (as defined in the Asset
Purchase Agreement) received by the Borrower (or any Affiliate) on the date of
the Blackfox Prepayment Trigger Event, plus (b) all Closing Date Assets (as
defined in the Asset Purchase Agreement), minus (c) all Closing Date Liabilities
(as defined in the Asset Purchase Agreement), minus (d) the amounts set forth in
paragraphs (a) and (b) of the definition of Net Cash Proceeds; provided that (i)
the aggregate amount of parts (a), (b) and (c) above shall not be less than
$27,500,000 and (ii) the aggregate amount of part (d) above shall not be greater
than $2,500,000. 

“Closing Date Blackfox Repayment
Amount” means $25,000,000. 

“Insurance Prepayment Trigger
Event” means the receipt by any Company of any insurance proceeds in excess
of $5,000,000 or the Exchange Equivalent thereof, where such proceeds or any
portion thereof have not been used or committed by such Company to repair or
replace the subject assets within six months of such Company’s receipt thereof.


“Primero Cash Collateral” means
CAD$6,145,465, representing the cash collateral provided by Primero in
connection with the Primero Financial Assurance (as defined in the Asset
Purchase Agreement).” 

	2.3 	
      Reduction of Credit Limit.



Section 2.3 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following: 

	 	Sixth Amending Agreement







- 4 - 

“The Borrower may, from time to time
and at any time, by notice in writing to the Administrative Agent, permanently
reduce the amount of the Credit Limit in whole or in part to the extent the
Credit Facility is not being utilized at the time such notice is given, provided
that such reduction shall not become effective until five Banking Days after
such notice has been given. The amount of the Credit Limit will be permanently
reduced with respect to repayment or prepayment made in accordance with Section
9.1 or Section 9.4. The Credit Limit shall also be permanently reduced, at the
time of any Insurance Prepayment Trigger Event, by the amount, if any, of the
Net Cash Proceeds resulting from such Insurance Prepayment Trigger Event not
deployed by the Borrower, as a mandatory prepayment under the Credit Facility
pursuant to Section 9.4. The Credit Limit shall also be permanently reduced,
commencing at the time of a Blackfox Prepayment Trigger Event, by any amount
received by the Borrower (or any Affiliate thereof) representing all or part of
the Blackfox Repayment Amount (including the Closing Date Blackfox Repayment
Amount), such reduction to be made as of the date on which each such amount is
received by the Agent. Any repayment or prepayment of credit outstanding under
the Credit Facility (other than as set forth above), including the repayment of
credit outstanding under the Credit Facility with the proceeds of Primero Cash
Collateral in accordance with Section 9.4(b), shall not cause a permanent
reduction in the amount of the Credit Limit. Any repayment of outstanding credit
which forms part of any conversion from one type of credit to another type of
credit under Article 3 or Article 6 or of any rollover under Article 5 shall not
cause any reduction in the amount of the Credit Limit. Upon any permanent
reduction of the amount of the Credit Limit, the Individual Commitment of each
Lender shall thereupon be reduced by an amount equal to such Lender’s Pro Rata
Share of such permanent reduction of the amount of the Credit Limit.” 

	2.4 	
      Mine Plans.



Section 11.2(u) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following: 

“(u)     Mine Plans. The Borrower
shall, on or before January 31, 2017, deliver to the Administrative Agent a Mine
Plan in respect of the San Dimas Mine and, if still owned by the Borrower on
such date, the Black Fox Mine.”

	2.5 	
      Mandatory Prepayments.



Section 9.4 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following: 

“9.4 Mandatory Prepayments 

	 	(a) 	
      The Borrower shall, within five Banking Days of the
      occurrence of a Prepayment Trigger Event (other than a Blackfox Prepayment
      Trigger Event), prepay outstanding credit under the Credit Facility in an
      amount equal to 100% of the Net Cash Proceeds in respect of such
      Prepayment Trigger Event. The Borrower shall, within one Banking Day of the Closing Date (as defined in
      the Asset Purchase Agreement), prepay outstanding credit under the Credit
      Facility in an amount equal to 100% of the Closing Date Blackfox Repayment
      Amount. The Borrower shall also, forthwith upon determination of the final
      amount of the Blackfox Repayment Amount, prepay outstanding credit under
      the Credit Facility in an amount equal to 100% of the amount, if any, by
      which the Blackfox Repayment Amount, as finally determined, exceeds the
      Closing Date Blackfox Repayment Amount, such payment to be made by the
      Borrower within one Banking Day of receipt of any such amount. Amounts
      which are prepaid as aforesaid under the Credit Facility may not be
  reborrowed and shall permanently reduce the Credit Limit.




		Sixth Amending Agreement







- 5 - 

	 	(b) 	
      The Borrower shall, within two Banking Days of receipt of
      any Primero Cash Collateral, prepay outstanding credit under the Credit
      Facility in an amount equal to 100% of such Primero Cash Collateral
      received by the Borrower (or its Affiliate, as applicable), minus, if
      applicable, the amount by which the Closing Date Blackfox Repayment Amount
      was greater than the Blackfox Repayment Amount, as finally determined.
      Amounts which are prepaid pursuant to this Section 9.4(b) may be
      reborrowed pursuant hereto in accordance with the terms hereof.

	 	 	 
	 	(c) 	
      Section 8.4 shall be complied with in connection with any
      prepayment pursuant to this Section 9.4.”



ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and
Warranties.



To induce the Lenders and the Administrative Agent to enter
into this agreement, the Borrower hereby represents and warrants to the Lenders
and the Administrative Agent that the representations and warranties of the
Borrower which are contained in Section 10.1 of the Credit Agreement, are true
and correct on each of the date hereof and the date of the effectiveness of the
amendment contemplated in Article 2, as if made on the date hereof and the date
of the effectiveness of the amendment contemplated in Article 2, respectively.
The Borrower hereby represents and warrants that no Default has occurred that
will be continuing after giving effect to this agreement, nor will a Default
arise as a result of the execution and delivery of this agreement. 

		Sixth Amending Agreement







- 6 - 

ARTICLE 4 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

	4.1 	
      Conditions Precedent.



This agreement shall become effective upon the execution and
delivery of this Agreement by each of the parties hereto and the execution and
delivery by Wheaton Precious Metals Corp. of the consent and agreement attached
hereto. 

ARTICLE 5 
MISCELLANEOUS 

	5.1 	
      Future References to the Credit
  Agreement.



On and after the date of this agreement, each reference in the
Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like
import referring to the Credit Agreement, and each reference in any related
document to the “Credit Agreement”, “thereunder”, “thereof”, or words of the
like import relating to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. 

	5.2 	
      Governing Law.



This agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario. 

	5.3 	
      Enurement.



This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

	5.4 	
      Counterparts.



This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same agreement. Delivery of an
executed signature page of this agreement by facsimile transmission or by e-mail
in pdf format shall be as effective as delivery of a manually executed
counterpart thereof. 

		Sixth Amending Agreement







- 7 - 

	5.5 	
      Confirmation of Finance
  Documents.



By its acknowledgment, each Obligor confirms and agrees that
the Liens and other obligations expressed to be created under or pursuant to
each Finance Document to which it is a party shall be binding upon such Obligor
and its collateral (as described in each such Security Document) shall be
unaffected by and shall continue in full force and effect notwithstanding the
amendment of the Credit Agreement as constituted hereby and the execution and
delivery and effectiveness of this amendment shall not in any manner whatsoever
reduce, release, discharge, impair or otherwise prejudice or change the
rights of the Finance Parties arising under, by reason of or otherwise in
respect of such Liens and other obligations constituted by each such Finance
Document. For the avoidance of doubt, each Obligor hereby confirms that each
Security Document to which it is a party secures its Secured Obligations and
that each such Security Document continues in full force and effect. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

		Sixth Amending Agreement





























































































































































NINTH AMENDING AGREEMENT 

TIIIS AGREEMENT made as of the
30 th day of November, 2017. 

BETWEEN: 

PRIMER() MINING CORP, a
corporation existing under the laws of the Province of British Columbia 

(herein called the "Borrower")


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the "Administrative
Agent") 

- and- 

BANK OF MONTREAL and THE BANK OF
NOVA SCOTIA 

(herein called the "Lenders"
and individually, a "Lender") 

WHEREAS the Borrower and the Administrative Agent
entered into a credit agreement made as of May 23, 2014 (as amended pursuant to
a first amending agreement dated December 22, 2014, a second amending agreement
dated February 5, 2015, a third amending agreement dated December 31, 2015, a
fourth amending agreement dated December 28, 2016, a fifth amending agreement
dated March 30, 2017, a sixth amending agreement dated October 2, 2017, a
seventh amending agreement dated November 23, 2017 and an eighth amending
agreement dated November 23, 2017, the "Credit Agreement") and pursuant
to which the Lenders established a certain credit facility in favour of the
Borrower; 

AND WHEREAS the parties hereto wish to amend certain
provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the mutual covenants and agreements contained herein, the
parties covenant and agree as follows: 

ARTICLE 1 
DEFINED TERMS 

	1.1 	
      Capitalized Terms.



All capitalized terms which are used herein without being
specifically defined herein shall have the meaning ascribed thereto in the
Credit Agreement as amended hereby. 

	 	Ninth Amending Agreement







- 2 - 

ARTICLE 2 
AMENDMENTS 

	2.1 	
      General Rule.



Subject to the terms and conditions herein contained, the
Credit Agreement is hereby amended to the extent necessary to give effect to the
provisions of this agreement and to incorporate the provisions of this agreement
into the Credit Agreement. 

	2.2 	
      Defined Terms.



The definition of "Maturity Date" in Section 1.1 of the Credit
Agreement is hereby amended by deleting the reference therein to "December 1,
2017" and replacing it with "December 15, 2017". 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and
Warranties.



To induce the Lenders and the Administrative Agent to enter
into this agreement, the Borrower hereby represents and warrants to the Lenders
and the Administrative Agent that the representations and warranties of the
Borrower which are contained in Section 10.1 of the Credit Agreement, are true
and correct on each of the date hereof and the date of the effectiveness of the
amendment contemplated in Article 4, as if made on the date hereof and the date
of the effectiveness of the amendment contemplated in Article 4, respectively.
The Borrower hereby represents and warrants that no Default has occurred that
will be continuing after giving effect to this agreement, nor will a Default
arise as a result of the execution and delivery of this agreement. 

ARTICLE 4 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

	4.1 	
      Conditions Precedent.



This agreement shall become effective upon satisfaction of the
following conditions precedent: 

	 	(a) 	
      the execution and delivery of this Agreement by each of
      the parties hereto and the execution and delivery by Wheaton Precious
      Metals Corp. of the consent and agreement attached hereto;

	 	 	 
	 	(b) 	
      the Borrower and PML shall have executed and delivered to
      the Administrative Agent, as applicable, confirmation letters in respect
      of each Security Document governed by the laws of Luxembourg to which it
      is a party;

	 	 	 
	 	(c) 	
      all fees of legal counsel to the Administrative Agent
      shall have been paid; and

	 	 	 
	 	(d) 	
      the Administrative Agent has received, in form and
      substance satisfactory to it:




	 	Ninth Amending Agreement







- 3 - 

	 	(i) 	
      a duly certified copy of the resolution of the board of
      directors of the Borrower authorizing it to execute, deliver and perform
      its obligations under this Agreement and under the Credit Agreement, as
      amended by this Agreement; and

	 	 	 
	 	(ii) 	
      an opinion of counsel to the Borrower addressed to the
      Administrative Agent and the other Finance Parties, relating to the status
      and capacity of the Borrower, the due authorization, execution and
      delivery of this Agreement and the validity and enforceability of this
      Agreement and the Credit Agreement, as amended by this Agreement, and such
      other matters as the Administrative Agent may reasonably
  request.



ARTICLE 5 
MISCELLANEOUS 

	5.1 	
      Future References to the Credit
  Agreement.



On and after the date of this agreement, each reference in the
Credit Agreement to "this agreement", "hereunder", "hereof', or words of like
import referring to the Credit Agreement, and each reference in any related
document to the "Credit Agreement", "thereunder", "thereof', or words of the
like import relating to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. 

	5.2 	
      Governing Law.



This agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario. 

	5.3 	
      Enurement.



This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

	5.4 	
      Counterparts.



This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same agreement. Delivery of an
executed signature page of this agreement by facsimile transmission or by e-mail
in pdf format shall be as effective as delivery of a manually executed
counterpart thereof. 

	 	Ninth Amending Agreement







- 4 - 

	5.5 	
      Confirmation of Finance
  Documents.



By its acknowledgment, each Obligor confirms and agrees that
the Liens and other obligations expressed to be created under or pursuant to
each Finance Document to which it is a party shall be binding upon such Obligor
and its collateral (as described in each such Security Document) shall be unaffected by and shall continue in
full force and effect notwithstanding the amendment of the Credit Agreement as
constituted hereby and the execution and delivery and effectiveness of this
amendment shall not in any manner whatsoever reduce, release, discharge, impair
or otherwise prejudice or change the rights of the Finance Parties arising
under, by reason of or otherwise in respect of such Liens and other obligations
constituted by each such Finance Document. For the avoidance of doubt, each
Obligor hereby confirms that each Security Document to which it is a party
secures its Secured Obligations and that each such Security Document continues
in full force and effect. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

		Ninth Amending Agreement





































TENTH AMENDING AGREEMENT 

THIS AGREEMENT made as of the
15th day of December, 2017. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the laws of the Province of British Columbia 

(herein called the "Borrower")


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the "Administrative
Agent") 

- and- 

BANK OF MONTREAL and THE BANK OF
NOVA SCOTIA 

(herein called the "Lenders"
and individually, a "Lender") 

WHEREAS the Borrower and the Administrative Agent
entered into a credit agreement made as of May 23, 2014 (as amended pursuant to
a first amending agreement dated December 22, 2014, a second amending agreement
dated February 5, 2015, a third amending agreement dated December 31, 2015, a
fourth amending agreement dated December 28, 2016, a fifth amending agreement
dated March 30, 2017, a sixth amending agreement dated October 2, 2017, a
seventh amending agreement dated November 23, 2017, an eighth amending agreement
dated November 23, 2017 and a ninth amending agreement dated November 30, 2017,
the "Credit Agreement") and pursuant to which the Lenders established a certain
credit facility in favour of the Borrower; 

AND WHEREAS the parties hereto wish to amend certain
provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the mutual covenants and agreements contained herein, the
parties covenant and agree as follows: 

	 	Tenth Amending Agreement







- 2 - 

ARTICLE 1 
DEFINED TERMS 

	1.1 	
      Capitalized Terms.



All capitalized terms which are used herein without being
specifically defined herein shall have the meaning ascribed thereto in the
Credit Agreement as amended hereby. 

ARTICLE 2 
AMENDMENTS 

	2.1 	
      General Rule.



Subject to the terms and conditions herein contained, the
Credit Agreement is hereby amended to the extent necessary to give effect to the
provisions of this agreement and to incorporate the provisions of this agreement
into the Credit Agreement. 

	2.2 	
      Defined Terms.



The definition of "Maturity Date" in Section 1.1 of the
Credit Agreement is hereby amended by deleting the reference therein to
"December 15, 2017" and replacing it with "December 22, 2017". 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and
Warranties.



To induce the Lenders and the Administrative Agent to enter
into this agreement, the Borrower hereby represents and warrants to the Lenders
and the Administrative Agent that the representations and warranties of the
Borrower which are contained in Section 10.1 of the Credit Agreement, are true
and correct on each of the date hereof and the date of the effectiveness of the
amendment contemplated in Article 4, as if made on the date hereof and the date
of the effectiveness of the amendment contemplated in Article 4, respectively.
The Borrower hereby represents and warrants that no Default has occurred that
will be continuing after giving effect to this agreement, nor will a Default
arise as a result of the execution and delivery of this agreement. 

ARTICLE 4 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

	4.1 	
      Conditions Precedent.



This agreement shall become effective upon satisfaction of the
following conditions precedent: 

	 	(a) 	
      the execution and delivery of this Agreement by each of
      the parties hereto and the execution and delivery by Wheaton Precious
      Metals Corp. of the consent and agreement attached
  hereto;




	 	Tenth Amending Agreement







- 3 - 

	 	(b) 	
      the Borrower and PML shall have executed and delivered to
      the Administrative Agent, as applicable, confirmation letters in respect
      of each Security Document governed by the laws of Luxembourg to which it
      is a party;

	 	 	 
	 	(c) 	
      all fees of legal counsel to the Administrative Agent
      shall have been paid; and

	 	 	 
	 	(d) 	
      the Administrative Agent has received, in form and
      substance satisfactory to it:




	 	(i) 	
      a duly certified copy of the resolution of the board of
      directors of the Borrower authorizing it to execute, deliver and perform
      its obligations under this Agreement and under the Credit Agreement, as
      amended by this Agreement; and

	 	 	 
	 	(ii) 	
      an opinion of counsel to the Borrower addressed to the
      Administrative Agent and the other Finance Parties, relating to the status
      and capacity of the Borrower, the due authorization, execution and
      delivery of this Agreement and the validity and enforceability of this
      Agreement and the Credit Agreement, as amended by this Agreement, and such
      other matters as the Administrative Agent may reasonably
  request.



ARTICLE 5 
MISCELLANEOUS 

	5.1 	
      Future References to the Credit
  Agreement.



On and after the date of this agreement, each reference in the
Credit Agreement to "this agreement", "hereunder", "hereof', or words of like
import referring to the Credit Agreement, and each reference in any related
document to the "Credit Agreement", "thereunder", "thereof', or words of the
like import relating to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. 

	5.2 	
      Governing Law.



This agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario. 

	5.3 	
      Enurement.



This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

	5.4 	
      Counterparts.



This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same agreement. Delivery of an
executed signature page of this agreement by facsimile transmission or by e-mail in pdf format shall be as effective
as delivery of a manually executed counterpart thereof. 

	 	Tenth Amending Agreement







- 4 - 

	5.5 	
      Confirmation of Finance
  Documents.



By its acknowledgment, each Obligor confirms and agrees that
the Liens and other obligations expressed to be created under or pursuant to
each Finance Document to which it is a party shall be binding upon such Obligor
and its collateral (as described in each such Security Document) shall be
unaffected by and shall continue in full force and effect notwithstanding the
amendment of the Credit Agreement as constituted hereby and the execution and
delivery and effectiveness of this amendment shall not in any manner whatsoever
reduce, release, discharge, impair or otherwise prejudice or change the rights
of the Finance Parties arising under, by reason of or otherwise in respect of
such Liens and other obligations constituted by each such Finance Document. For
the avoidance of doubt, each Obligor hereby confirms that each Security Document
to which it is a party secures its Secured Obligations and that each such
Security Document continues in full force and effect. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

	 	Tenth Amending Agreement





































ELEVENTH AMENDING AGREEMENT 

THIS AGREEMENT made as of the
22" day of December, 2017. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the laws of the Province of British Columbia 

(herein called the "Borrower") 

- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the "Administrative
Agent") 

- and- 

BANK OF MONTREAL and THE BANK OF
NOVA SCOTIA 

(herein called the "Lenders"
and individually, a "Lender") 

WHEREAS the Borrower and the Administrative Agent
entered into a credit agreement made as of May 23, 2014 (as amended pursuant to
a first amending agreement dated December 22, 2014, a second amending agreement
dated February 5, 2015, a third amending agreement dated December 31, 2015, a
fourth amending agreement dated December 28, 2016, a fifth amending agreement
dated March 30, 2017, a sixth amending agreement dated October 2, 2017, a
seventh amending agreement dated November 23, 2017, an eighth amending agreement
dated November 23, 2017, a ninth amending agreement dated November 30, 2017 and
a tenth amending agreement dated December 15, 2017, the "Credit
Agreement") and pursuant to which the Lenders established a certain credit
facility in favour of the Borrower; 

AND WHEREAS the parties hereto wish to amend certain
provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the mutual covenants and agreements contained herein, the
parties covenant and agree as follows: 

		Eleventh Amending Agreement
  






- 2 - 

ARTICLE 1 
DEFINED TERMS 

	1.1 	
      Capitalized Terms.



All capitalized terms which are used herein without being
specifically defined herein shall have the meaning ascribed thereto in the
Credit Agreement as amended hereby. 

ARTICLE 2 
AMENDMENTS 

	2.1 	
      General Rule.



Subject to the terms and conditions herein contained, the
Credit Agreement is hereby amended to the extent necessary to give effect to the
provisions of this agreement and to incorporate the provisions of this agreement
into the Credit Agreement. 

	2.2 	
      Defined Terms.



The definition of "Maturity Date" in Section 1.1 of the
Credit Agreement is hereby amended by deleting the reference therein to
"December 22, 2017" and replacing it with "January 11, 2018". 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and Warranties.



To induce the Lenders and the Administrative Agent to enter
into this agreement, the Borrower hereby represents and warrants to the Lenders
and the Administrative Agent that the representations and warranties of the
Borrower which are contained in Section 10.1 of the Credit Agreement, are true
and correct on each of the date hereof and the date of the effectiveness of the
amendment contemplated in Article 4, as if made on the date hereof and the date
of the effectiveness of the amendment contemplated in Article 4, respectively.
The Borrower hereby represents and warrants that no Default has occurred that
will be continuing after giving effect to this agreement, nor will a Default
arise as a result of the execution and delivery of this agreement. 

ARTICLE 4 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

	4.1 	
      Conditions Precedent.



This agreement shall become effective upon satisfaction of the
following conditions precedent: 

	 	(a) 	
      the execution and delivery of this Agreement by each of
      the parties hereto and the execution and delivery by Wheaton Precious
      Metals Corp. of the consent and agreement attached
  hereto;




	 	Eleventh Amending Agreement
  






- 3 - 

	 	(b) 	
      the Borrower and PML shall have executed and delivered to
      the Administrative Agent, as applicable, confirmation letters in respect
      of each Security Document governed by the laws of Luxembourg to which it
      is a party;

	 	 	 
	 	(c) 	
      all fees of legal counsel to the Administrative Agent
      shall have been paid; and

	 	 	 
	 	(d) 	
      the Administrative Agent has received, in form and
      substance satisfactory to it:




	 	(i) 	
      a duly certified copy of the resolution of the board of
      directors of the Borrower authorizing it to execute, deliver and perform
      its obligations under this Agreement and under the Credit Agreement, as
      amended by this Agreement; and

	 	 	 
	 	(ii) 	
      an opinion of counsel to the Borrower addressed to the
      Administrative Agent and the other Finance Parties, relating to the status
      and capacity of the Borrower, the due authorization, execution and
      delivery of this Agreement and the validity and enforceability of this
      Agreement and the Credit Agreement, as amended by this Agreement, and such
      other matters as the Administrative Agent may reasonably
  request.



ARTICLE 5 
MISCELLANEOUS 

	5.1 	
      Future References to the Credit
  Agreement.



On and after the date of this agreement, each reference in the
Credit Agreement to "this agreement", "hereunder", "hereof', or words of like
import referring to the Credit Agreement, and each reference in any related
document to the "Credit Agreement", "thereunder", "thereof', or words of the
like import relating to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. 

	5.2 	
      Governing Law.



This agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario. 

	5.3 	
      Enurement.



This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

	5.4 	
      Counterparts.



This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same agreement. Delivery of an
executed signature page of this agreement by facsimile transmission or by e-mail in pdf format shall be as effective
as delivery of a manually executed counterpart thereof. 

		Eleventh Amending Agreement







- 4 - 

	5.5 	
      Confirmation of Finance
  Documents.



By its acknowledgment, each Obligor confirms and agrees that
the Liens and other obligations expressed to be created under or pursuant to
each Finance Document to which it is a party shall be binding upon such Obligor
and its collateral (as described in each such Security Document) shall be
unaffected by and shall continue in full force and effect notwithstanding the
amendment of the Credit Agreement as constituted hereby and the execution and
delivery and effectiveness of this amendment shall not in any manner whatsoever
reduce, release, discharge, impair or otherwise prejudice or change the rights
of the Finance Parties arising under, by reason of or otherwise in respect of
such Liens and other obligations constituted by each such Finance Document. For
the avoidance of doubt, each Obligor hereby confirms that each Security Document
to which it is a party secures its Secured Obligations and that each such
Security Document continues in full force and effect. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

		Eleventh Amending Agreement
  









































TWELFTII AMENDING AGREEMENT 

THIS AGREEMENT made as of the
12 day of January, 2018. 

BETWEEN: 

PRIMERO MINING CORP, a
corporation existing under the laws of the Province of British Columbia 

(herein called the "Borrower")


- and - 

BANK OF MONTREAL, a Canadian
chartered bank 

(herein called the "Administrative
Agent") 

- and- 

BANK OF MONTREAL and THE BANK OF
NOVA SCOTIA 

(herein called the "Lenders"
and individually, a "Lender") 

WHEREAS the Borrower and the Administrative Agent
entered into a credit agreement made as of May 23, 2014 (as amended pursuant to
a first amending agreement dated December 22, 2014, a second amending agreement
dated February 5, 2015, a third amending agreement dated December 31, 2015, a
fourth amending agreement dated December 28, 2016, a fifth amending agreement
dated March 30, 2017, a sixth amending agreement dated October 2, 2017, a
seventh amending agreement dated November 23, 2017, an eighth amending agreement
dated November 23, 2017, a ninth amending agreement dated November 30, 2017, a
tenth amending agreement dated December 15, 2017 and an eleventh amending
agreement dated December 22, 2017, the "Credit Agreement") and pursuant
to which the Lenders established a certain credit facility in favour of the
Borrower; 

AND WHEREAS the parties hereto wish to amend certain
provisions of the Credit Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the mutual covenants and agreements contained herein, the
parties covenant and agree as follows: 

	 	Twelfth Amending Agreement
  






- 2 - 

ARTICLE 1 
DEFINED TERMS 

	1.1 	
      Capitalized Terms.



All capitalized terms which are used herein without being
specifically defined herein shall have the meaning ascribed thereto in the
Credit Agreement as amended hereby. 

ARTICLE 2 
AMENDMENTS 

	2.1 	
      General Rule.



Subject to the terms and conditions herein contained, the
Credit Agreement is hereby amended to the extent necessary to give effect to the
provisions of this agreement and to incorporate the provisions of this agreement
into the Credit Agreement. 

	2.2 	
      Defined Terms.




	 	(a) 	
      The definition of "Maturity Date" in Section 1.1
      of the Credit Agreement is hereby deleted and replaced with the following:
      

	 	  	
      

			
      ""Maturity Date" means the date which is the
      earlier of (i) the Effective Date, (ii) the Termination Date and (iii)
      April 30, 2018."; 

	 	  	
      

	 	(b) 	
      The following defined terms are hereby added to Section
      1.1 of the Credit Agreement in alphabetical order:





	 	'Acquiror" means 	First Majestic Silver Corp. 	 


"Arrangement Agreement" means
the arrangement agreement dated January  11
, 2018 entered into between Primero and
Acquiror. 

"Effective Date" means the date
on which all Shares issued by the Borrower are owned by the Acquiror pursuant to
a plan of arrangement under the provisions of Division 5 of Part 9 of the
Business Corporation Act (British Columbia). 

"Termination Date" means the
date which is seven Banking Days after the Arrangement Agreement has been
terminated by one or both of the parties to the Arrangement Agreement." 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and
Warranties.



To induce the Lenders and the Administrative Agent to enter
into this agreement, the Borrower hereby represents and warrants to the Lenders
and the Administrative Agent that the representations and warranties of the
Borrower which are contained in Section 10.1 of the Credit Agreement, are true and correct on each of the date
hereof and the date of the effectiveness of the amendment contemplated in
Article 4, as if made on the date hereof and the date of the effectiveness of
the amendment contemplated in Article 4, respectively. The Borrower hereby
represents and warrants that no Default has occurred that will be continuing
after giving effect to this agreement, nor will a Default arise as a result of
the execution and delivery of this agreement. 

	 	Twelfth Amending Agreement







- 3 - 

ARTICLE 4 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
AGREEMENT 

	4.1 	
      Conditions Precedent.



This agreement shall become effective upon satisfaction of the
following conditions precedent: 

	 	(a) 	
      the execution and delivery of this Agreement by each of
      the parties hereto and the execution and delivery by Wheaton Precious
      Metals Corp. of the consent and agreement attached hereto;

	 	 	 
	 	(b) 	
      the Borrower and PML shall have executed and delivered to
      the Administrative Agent, as applicable, confirmation letters in respect
      of each Security Document governed by the laws of Luxembourg to which it
      is a party;

	 	 	 
	 	(c) 	
      all fees of legal counsel to the Administrative Agent
      shall have been paid;

	 	 	 
	 	(d) 	
      the Lenders and Wheaton Precious Metals Corp. shall have
      received an executed copy of the Arrangement Agreement; and

	 	 	 
	 	(e) 	
      the Administrative Agent has received, in form and
      substance satisfactory to it:




	 	(i) 	
      a duly certified copy of the resolution of the board of
      directors of the Borrower authorizing it to execute, deliver and perform
      its obligations under this Agreement and under the Credit Agreement, as
      amended by this Agreement; and

	 	 	 
	 	(ii) 	
      an opinion of counsel to the Borrower addressed to the
      Administrative Agent and the other Finance Parties, relating to the status
      and capacity of the Borrower, the due authorization, execution and
      delivery of this Agreement and the validity and enforceability of this
      Agreement and the Credit Agreement, as amended by this Agreement, and such
      other matters as the Administrative Agent may reasonably
  request.




	 	Twelfth Amending Agreement
  






- 4 - 

ARTICLE 5 
MISCELLANEOUS 

	5.1 	
      Future References to the Credit
  Agreement.



On and after the date of this agreement, each reference in the
Credit Agreement to "this agreement", "hereunder", "hereof', or words of like
import referring to the Credit Agreement, and each reference in any related
document to the "Credit Agreement", "thereunder", "thereof', or words of the
like import relating to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. 

	5.2 	
      Governing Law.



This agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario. 

	5.3 	
      Enurement.



This agreement shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted
assigns. 

	5.4 	
      Counterparts.



This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same agreement. Delivery of an
executed signature page of this agreement by facsimile transmission or by e-mail
in pdf format shall be as effective as delivery of a manually executed
counterpart thereof. 

	5.5 	
      Confirmation of Finance
  Documents.



By its acknowledgment, each Obligor confirms and agrees that
the Liens and other obligations expressed to be created under or pursuant to
each Finance Document to which it is a party shall be binding upon such Obligor
and its collateral (as described in each such Security Document) shall be
unaffected by and shall continue in full force and effect notwithstanding the
amendment of the Credit Agreement as constituted hereby and the execution and
delivery and effectiveness of this amendment shall not in any manner whatsoever
reduce, release, discharge, impair or otherwise prejudice or change the rights
of the Finance Parties arising under, by reason of or otherwise in respect of
such Liens and other obligations constituted by each such Finance Document. For
the avoidance of doubt, each Obligor hereby confirms that each Security Document
to which it is a party secures its Secured Obligations and that each such
Security Document continues in full force and effect. 

	 	Twelfth Amending Agreement
  






-5 - 

	5.6 	
      Effective Date.



Notwithstanding the date on which this agreement or the consent
appended hereto is executed and/or delivered, this agreement shall be to have
effect from and as of January  11 , 2018. 

[REMAINDER OF PAGE INTENTIONALLY BLANK] 

	 	Twelfth Amending Agreement