Mk Resources Co Sample Contracts

ARTICLE IV REPRESENTATIONS AND WARRANTIES
Option Agreement • September 14th, 1999 • Mk Gold Co • Gold and silver ores • New York
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and - MK GOLD COMPANY AGREEMENT
Share Purchase Agreement • September 14th, 1999 • Mk Gold Co • Gold and silver ores
BETWEEN
Stock Purchase Agreement • September 14th, 1999 • Mk Gold Co • Gold and silver ores • New York
BETWEEN
Credit Agreement • March 26th, 1998 • Mk Gold Co • Gold and silver ores • New York
COBRE LAS CRUCES, S.A. and Mr. FERNANDO FERNANDEZ TORRES SENIOR EXECUTIVE EMPLOYMENT CONTRACT
Senior Executive Employment Contract • May 14th, 2004 • Mk Gold Co • Gold and silver ores
LOAN CONVERSION AGREEMENT
Loan Conversion Agreement • August 13th, 2004 • Mk Resources Co • Metal mining • New York

This Loan Conversion Agreement (the “Agreement”) is entered into as of July 26, 2004, between MK Resources Company (formerly MK Gold Company), a Delaware corporation (“Borrower”), and Leucadia National Corporation, a New York corporation (“Lender”).

Amendment No. 12 to Credit Agreement dated as of March 1, 1998 between MK RESOURCES COMPANY, as Borrower and LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • March 8th, 2005 • Mk Resources Co • Metal mining

This Amendment No. 12 (this “Amendment”) dated as of March 4, 2005 hereby amends the Credit Agreement (as defined below), between MK RESOURCES COMPANY (formerly MK Gold Company), a Delaware corporation (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”).

Amendment No. 10 To Credit Agreement Dated as of March 1, 1998 Between MK GOLD COMPANY, as Borrower And LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • May 14th, 2004 • Mk Gold Co • Gold and silver ores

This Amendment No. 10, dated as of March 31, 2004, hereby amends the Credit Agreement entered into as of March 1, 1998, as amended pursuant to Amendment No. 1, dated as of March 1, 2000, Amendment No. 2, dated as of October 17, 2000, Amendment No. 3, dated as of December 31, 2000, Amendment No. 4, dated as of April 1, 2001, Amendment No. 5 dated as of July 1, 2001, Amendment No. 6, dated as of September 30, 2002, Amendment No. 7, dated as of January 2, 2003, Amendment No. 8, dated as of September 12, 2003, and Amendment No. 9, dated as of December 31, 2003 (the “Credit Agreement”), between MK GOLD COMPANY, a Delaware corporation (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”).

Amendment No. 9 To Credit Agreement Dated as of March 1, 1998 Between MK GOLD COMPANY, as Borrower And LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • March 29th, 2004 • Mk Gold Co • Gold and silver ores

This Amendment No. 9, dated as of December 31, 2003, hereby amends the Credit Agreement entered into as of March 1, 1998, as amended pursuant to Amendment No. 1, dated as of March 1, 2000, Amendment No. 2, dated as of October 17, 2000, Amendment No. 3, dated as of December 31, 2000, Amendment No. 4, dated as of April 1, 2001, Amendment No. 5 dated as of July 1, 2001, Amendment No. 6, dated as of September 30, 2002, Amendment No. 7, dated as of January 2, 2003, and Amendment No. 8, dated as of September 12, 2003 (the “Credit Agreement”), between MK GOLD COMPANY, a Delaware corporation (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”).

Amendment No. 8 To Credit Agreement Dated as of March 1, 1998 Between MK GOLD COMPANY, as Borrower And LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • November 14th, 2003 • Mk Gold Co • Gold and silver ores

This Amendment No. 8, dated as of September 12, 2003, hereby amends the Credit Agreement entered into as of March 1, 1998, as amended pursuant to Amendment No. 1, dated as of March 1, 2000, Amendment No. 2, dated as of October 17, 2000, Amendment No. 3, dated as of December 31, 2000, Amendment No. 4, dated as of April 1, 2001, Amendment No. 5 dated as of July 1, 2001, Amendment No. 6, dated as of September 30, 2002, and Amendment No. 7, dated as of January 2, 2003 (the “Credit Agreement”), between MK GOLD COMPANY, a Delaware corporation (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”).

Amendment No. 6 To Credit Agreement Dated as of March 1, 1998 Between MK GOLD COMPANY, as Borrower And LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • November 13th, 2002 • Mk Gold Co • Gold and silver ores

This Amendment No. 6, dated as of September 30, 2002, hereby amends the Credit Agreement entered into as of March 1, 1998, as amended pursuant to Amendment No. 1, dated as of March 1, 2000, Amendment No. 2, dated as of October 17, 2000, Amendment No. 3, dated as of December 31, 2000, Amendment No. 4, dated as of April 1, 2001, and Amendment No. 5 dated as of July 1, 2001 (the "Credit Agreement"), between MK GOLD COMPANY, a Delaware corporation ("Borrower"), and LEUCADIA NATIONAL CORPORATION, a New York corporation ("Lender").

GUARANTY
Guaranty • March 8th, 2005 • Mk Resources Co • Metal mining • New York

WHEREAS, pursuant to the Credit Agreement dated as of March 4, 2005 (together with all appendices, exhibits and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the Credit Agreement) between MK GOLD EXPLORATION B.V. (the “Borrower”) and Leucadia National Corporation (the “Lender”), the Lender has agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

Amendment No. 7 To Credit Agreement Dated as of March 1, 1998 Between MK GOLD COMPANY, as Borrower And LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • May 15th, 2003 • Mk Gold Co • Gold and silver ores

This Amendment No. 7, dated as of January 2, 2003, hereby amends the Credit Agreement entered into as of March 1, 1998, as amended pursuant to Amendment No. 1, dated as of March 1, 2000, Amendment No. 2, dated as of October 17, 2000, Amendment No. 3, dated as of December 31, 2000, Amendment No. 4, dated as of April 1, 2001, Amendment No. 5 dated as of July 1, 2001, and Amendment No. 6, dated as of September 30, 2002 (the “Credit Agreement”), between MK GOLD COMPANY, a Delaware corporation (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”).

AGREEMENT AND DEED OF PLEDGE REGISTERED SHARES MK GOLD EXPLORATION B.V.
Agreement and Deed of Pledge • March 8th, 2005 • Mk Resources Co • Metal mining

On this seventh day of March two thousand and five, appears before me Professor Martin van Olffen, “notaris” (civil law notary) in Amsterdam: [**]

CREDIT AGREEMENT DATED AS OF MARCH 4, 2005 BETWEEN MK GOLD EXPLORATION B.V. AND LEUCADIA NATIONAL CORPORATION
Credit Agreement • March 8th, 2005 • Mk Resources Co • Metal mining • New York

This CREDIT AGREEMENT (the “Agreement”) is entered into as of March 4, 2005, between MK GOLD EXPLORATION B.V., a Dutch private company with limited liability (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in subsection 1.1 of this Agreement.

Amendment No. 11 to Credit Agreement dated as of March 1, 1998 between MK RESOURCES COMPANY, as Borrower and LEUCADIA NATIONAL CORPORATION, as Lender
Credit Agreement • October 14th, 2004 • Mk Resources Co • Metal mining

This Amendment No. 11 (this “Amendment”) dated as of October 13, 2004 hereby amends the Credit Agreement (as defined below), between MK RESOURCES COMPANY (formerly MK Gold Company), a Delaware corporation (“Borrower”), and LEUCADIA NATIONAL CORPORATION, a New York corporation (“Lender”).

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