ACCORDION AGREEMENTS
DATED APRIL 22, 0000
XXXXXXXX XXXX XX XXXXXX AND
NATIONAL BANK OF CANADA, NEW YORK BRANCH
ACCORDION AGREEMENT
Reference is made to the amended and restated credit agreement dated as
of April 8, 2005 (as such agreement may be amended, supplemented, amended and
restated, novated or otherwise modified and in effect from time to time, the
"CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc.,
Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers,
the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned in the Credit Agreement.
RECITALS:
Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada
wishes to designate the Accordion Lender defined below as a Lender under the
Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Borrowers, the Lenders, the
Administrative Agent, the Issuing Lender, the Bullion Fronting Lender, National
Bank of Canada and National Bank of Canada, New York Branch (National Bank of
Canada and National Bank of Canada, New York Branch, collectively, "ACCORDION
LENDER"), hereby agree as follows:
1. The Credit Agreement shall, henceforth from the date of the execution
and delivery of this Accordion Agreement but subject always to Section
2.2(f) of the Credit Agreement, be read and construed as if the
Accordion Lender were party to the Credit Agreement having all the
rights and obligations of a Lender under the Credit Agreement having the
Individual Commitment set out in paragraph 2 below. Accordingly all
references in any Credit Documents to (a) any "Lender" shall be treated
as including a reference to the Accordion Lender and (b) the Credit
Agreement shall be treated as a reference to the Credit Agreement as
supplemented by this Accordion Agreement to the intent that this
Accordion Agreement and the Credit Agreement shall be read and construed
together as one single agreement.
2. The Individual Commitment of the Accordion Lender, and the address and
the telefacsimile number for the purposes of notices as provided in
Section 15.1 of the Credit Agreement, are set out in the attached
revised Schedule A.
3. The Accordion Lender represents and warrants to each of the other
parties to the Credit Agreement that it has been provided with a copy of
the Credit Agreement.
4. The Accordion Lender irrevocably authorizes and directs the
Administrative Agent, as its attorney and agent, with full power of
substitution and delegation, to complete, execute and deliver on behalf
of the Accordion Lender each Credit Document to be executed by it or on
its behalf and each agreement, document and instrument to be executed by
it or on its behalf pursuant to each Credit Document, and to take such
action on its behalf as may be authorized or directed pursuant to any
such Credit Document.
-1-
5. This Accordion Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument. Transmission of an executed signature page of this Accordion
Agreement by facsimile transmission or by e-mail in pdf format shall be
effected as delivery if a manually executed counterpart hereof.
6. This Accordion Agreement shall be governed by, and interpreted in
accordance with, the laws of the Province of Ontario and the federal
laws of Canada applicable therein.
7. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender
and the Administrative Agent that, as a Canadian Lender and U.S. Lender
and until otherwise notified by the Accordion Lender, the Accordion
Lender shall be a Non-Bullion Lender.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Accordion
Agreement to be executed and delivered by their respective officers thereunto
duly authorized as of the 22nd day of April, 2005.
KINROSS GOLD CORPORATION NATIONAL BANK OF CANADA
for and on behalf of all Borrowers as Accordion Lender (Canadian Lender)
By: (SIGNED) XXXX-XXXX XXXXXXXXX By: (SIGNED) XXXXXX XXXXXXXX
--------------------------------- ------------------------------
Title: Vice President
By: (SIGNED) XXXX XXXXXX
------------------------------
: Title: Director
------------------------------
NATIONAL BANK OF CANADA, NEW YORK BRANCH THE BANK OF NOVA SCOTIA
as Accordion Lender (U.S. Lender) as Administrative Agent
By: (SIGNED) XXXXXXX XXXX By: (SIGNED) XXXXXX XXXXX
--------------------------------- ------------------------------
Title: VP
By: (SIGNED) XXXX XXXXXXX Title: Managing Director
--------------------------------- ------------------------------
Title AVP
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA
as Issuing Lender as Bullion Fronting Lender
By: (SIGNED) XXXXXXX X. XXXX By: (SIGNED) XXXXXXX X. XXXX
--------------------------------- ------------------------------
Title: Director - Mining Title: Director - Mining
By: (SIGNED) XXXXX XXXXXX By: (SIGNED) XXXXX XXXXXX
--------------------------------- ------------------------------
Title: Associate Title: Associate
-3-
SCHEDULE A
CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT
National Bank of Canada National Bank of Canada, New York U.S. $15,000,000
Branch
National Bank of Canada
0000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Vice-President
Telefax: (000) 000-0000
National Bank of Canada, New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Vice-President
Telefax: (000) 000-0000
-4-
THE ROYAL BANK OF SCOTLAND PLC
ACCORDION AGREEMENT
Reference is made to the amended and restated credit agreement dated as
of April 8, 2005 (as such agreement may be amended, supplemented, amended and
restated, novated or otherwise modified and in effect from time to time, the
"CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc.,
Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers,
the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned in the Credit Agreement.
RECITALS:
Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada
wishes to designate the Accordion Lender defined below as a Lender under the
Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Borrowers, the Lenders, the
Administrative Agent, the Issuing Lender, the Bullion Fronting Lender and The
Royal Bank of Scotland plc (the "ACCORDION LENDER"), hereby agree as follows:
8. The Credit Agreement shall, henceforth from the date of the execution
and delivery of this Accordion Agreement but subject always to Section
2.2(f) of the Credit Agreement, be read and construed as if the
Accordion Lender were party to the Credit Agreement having all the
rights and obligations of a Lender under the Credit Agreement having the
Individual Commitment set out in paragraph 2 below. Accordingly all
references in any Credit Documents to (a) any "Lender" shall be treated
as including a reference to the Accordion Lender and (b) the Credit
Agreement shall be treated as a reference to the Credit Agreement as
supplemented by this Accordion Agreement to the intent that this
Accordion Agreement and the Credit Agreement shall be read and construed
together as one single agreement.
9. The Individual Commitment of the Accordion Lender, and the address and
the telefacsimile number for the purposes of notices as provided in
Section 15.1 of the Credit Agreement, are set out in the attached
revised Schedule A.
10. The Accordion Lender represents and warrants to each of the other
parties to the Credit Agreement that it has been provided with a copy of
the Credit Agreement.
11. The Accordion Lender irrevocably authorizes and directs the
Administrative Agent, as its attorney and agent, with full power of
substitution and delegation, to complete, execute and deliver on behalf
of the Accordion Lender each Credit Document to be executed by it or on
its behalf and each agreement, document and instrument to be executed by
it or on its behalf pursuant to each Credit Document, and to take such
action on its behalf as may be authorized or directed pursuant to any
such Credit Document.
-5-
12. This Accordion Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument. Transmission of an executed signature page of this Accordion
Agreement by facsimile transmission or by e-mail in pdf format shall be
effected as delivery if a manually executed counterpart hereof.
13. This Accordion Agreement shall be governed by, and interpreted in
accordance with, the laws of the Province of Ontario and the federal
laws of Canada applicable therein.
14. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender
and the Administrative Agent that, as a U.S. Lender and until otherwise
notified by the Accordion Lender, the Accordion Lender shall be a
Non-Bullion Lender.
-6-
IN WITNESS WHEREOF, the parties hereto have caused this Accordion
Agreement to be executed and delivered by their respective officers thereunto
duly authorized as of the 22nd day of April, 2005.
KINROSS GOLD CORPORATION THE ROYAL BANK OF SCOTLAND PLC
for and on behalf of all Borrowers as Accordion Lender (U.S. Lender)
By: (SIGNED) XXXX-XXXX XXXXXXXXX By: (SIGNED) XXX XXXXXXX
------------------------------- --------------------------------
Title: Title: Senior Director, Structured
Finance
------------------------------- --------------------------------
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA
as Administrative Agent as Issuing Lender
By: (SIGNED) XXXXXX XXXXX By: (SIGNED) XXXXXXX X. XXXX
------------------------------- --------------------------------
Title: Director - Mining
Title: Managing Director By:: (SIGNED) XXXXX XXXXXX
------------------------------- --------------------------------
Title: Associate
THE BANK OF NOVA SCOTIA
as Bullion Fronting Lender
By: (SIGNED) XXXXXXX X. XXXX
-------------------------------
Title: Director - Mining
By:: (SIGNED) XXXXX XXXXXX
-------------------------------
Title: Associate
-7-
SCHEDULE A
CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT
- The Royal Bank of Scotland plc U.S. $15,000,000
CONTACT DETAILS FOR OPERATIONAL MATTERS
FOR BASE RATE NEW YORK LOANS:
The Royal Bank of Scotland plc
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxxxxxx Cancel, Assistant Vice-President
Telefax: (000) 000-0000
FOR LIBOR LOANS OR GOLD LOANS:
The Royal Bank of Scotland plc
London Corporate Service Centre
2 0/0 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0
XX
Attention: Xxxxxx Xxxxxx
Telefax: x00 00 0000 0000
CONTACT DETAILS FOR CREDIT MATTERS:
The Royal Bank of Scotland plc
Structured Finance
Project Finance Portfolio
Xxxxxx XX0X 0XX
XX
Attention: Xxxx Xxxxxx
Telefax: x00 00 0000 0000
-8-
-COMMERZBANK INTERNATIONAL S.A.
ACCORDION AGREEMENT
Reference is made to the amended and restated credit agreement dated as
of April 8, 2005 (as such agreement may be amended, supplemented, amended and
restated, novated or otherwise modified and in effect from time to time, the
"CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc.,
Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers,
the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned in the Credit Agreement.
RECITALS:
Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada
wishes to designate the Accordion Lender defined below as a Lender under the
Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Borrowers, the Lenders, the
Administrative Agent, the Issuing Lender, the Bullion Fronting Lender and
Commerzbank International S.A. (the "ACCORDION LENDER"), hereby agree as
follows:
15. The Credit Agreement shall, henceforth from the date of the execution
and delivery of this Accordion Agreement but subject always to Section
2.2(f) of the Credit Agreement, be read and construed as if the
Accordion Lender were party to the Credit Agreement having all the
rights and obligations of a Lender under the Credit Agreement having the
Individual Commitment set out in paragraph 2 below. Accordingly all
references in any Credit Documents to (a) any "Lender" shall be treated
as including a reference to the Accordion Lender and (b) the Credit
Agreement shall be treated as a reference to the Credit Agreement as
supplemented by this Accordion Agreement to the intent that this
Accordion Agreement and the Credit Agreement shall be read and construed
together as one single agreement.
16. The Individual Commitment of the Accordion Lender, and the address and
the telefacsimile number for the purposes of notices as provided in
Section 15.1 of the Credit Agreement, are set out in the attached
revised Schedule A.
17. The Accordion Lender represents and warrants to each of the other
parties to the Credit Agreement that it has been provided with a copy of
the Credit Agreement.
18. The Accordion Lender irrevocably authorizes and directs the
Administrative Agent, as its attorney and agent, with full power of
substitution and delegation, to complete, execute and deliver on behalf
of the Accordion Lender each Credit Document to be executed by it or on
its behalf and each agreement, document and instrument to be executed by
it or on its behalf pursuant to each Credit Document, and to take such
action on its behalf as may be authorized or directed pursuant to any
such Credit Document.
-9-
19. This Accordion Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument. Transmission of an executed signature page of this Accordion
Agreement by facsimile transmission or by e-mail in pdf format shall be
effected as delivery if a manually executed counterpart hereof.
20. This Accordion Agreement shall be governed by, and interpreted in
accordance with, the laws of the Province of Ontario and the federal
laws of Canada applicable therein.
21. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender
and the Administrative Agent that, as a U.S. Lender and until otherwise
notified by the Accordion Lender, the Accordion Lender shall be a
Non-Bullion Lender.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Accordion
Agreement to be executed and delivered by their respective officers thereunto
duly authorized as of the 22nd day of April, 2005.
KINROSS GOLD CORPORATION COMMERZBANK INTERNATIONAL S.A.
for and on behalf of all Borrowers as Accordion Lender (U.S. Lender)
By: (SIGNED) XXXX-XXXX XXXXXXXXX By: (SIGNED) X. XXXXX
-------------------------------- ------------------------------
Title: Vice President
Title: By: (SIGNED) X. XXXXXXX
-------------------------------- ------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA
as Administrative Agent as Issuing Lender
By: (SIGNED) XXXXXX XXXXX By: (SIGNED) XXXXXXX X. XXXX
-------------------------------- ------------------------------
Title: Director - Mining
Title: Managing Director By: (SIGNED) XXXXX XXXXXX
-------------------------------- ------------------------------
Associate
THE BANK OF NOVA SCOTIA
as Bullion Fronting Lender
By: (SIGNED) XXXXXXX X. XXXX
--------------------------------
Title: Director - Mining
By: (SIGNED) XXXXX XXXXXX
--------------------------------
Associate
-11-
SCHEDULE A
CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT
- Commerzbank International. S.A. U.S. $15,000,000
Commerzbank International S.A.
00, xxx Xxxxxx Xxxxxxxx
X-0000 Xxxxxxxxxx
Attention: Xx. Xxxxx Xxxxxxx/Xx. Xxxxxx Xxxxxxx
Telefax: 00352-000-000-0000
-12-
CANADIAN IMPERIAL BANK OF COMMERCE
ACCORDION AGREEMENT
Reference is made to the amended and restated credit agreement dated as
of April 8, 2005 (as such agreement may be amended, supplemented, amended and
restated, novated or otherwise modified and in effect from time to time, the
"CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc.,
Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers,
the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned in the Credit Agreement.
RECITALS:
Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada
wishes to designate the Accordion Lender defined below as a Lender under the
Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Borrowers, the Lenders, the
Administrative Agent, the Issuing Lender, the Bullion Fronting Lender, Canadian
Imperial Bank of Commerce and CIBC Inc. (Canadian Imperial Bank of Commerce and
CIBC Inc., collectively, "ACCORDION LENDER"), hereby agree as follows:
22. The Credit Agreement shall, henceforth from the date of the execution
and delivery of this Accordion Agreement but subject always to Section
2.2(f) of the Credit Agreement, be read and construed as if the
Accordion Lender were party to the Credit Agreement having all the
rights and obligations of a Lender under the Credit Agreement having the
Individual Commitment set out in paragraph 2 below. Accordingly all
references in any Credit Documents to (a) any "Lender" shall be treated
as including a reference to the Accordion Lender and (b) the Credit
Agreement shall be treated as a reference to the Credit Agreement as
supplemented by this Accordion Agreement to the intent that this
Accordion Agreement and the Credit Agreement shall be read and construed
together as one single agreement.
23. The Individual Commitment of the Accordion Lender, and the address and
the telefacsimile number for the purposes of notices as provided in
Section 15.1 of the Credit Agreement, are set out in the attached
revised Schedule A.
24. The Accordion Lender represents and warrants to each of the other
parties to the Credit Agreement that it has been provided with a copy of
the Credit Agreement.
25. The Accordion Lender irrevocably authorizes and directs the
Administrative Agent, as its attorney and agent, with full power of
substitution and delegation, to complete, execute and deliver on behalf
of the Accordion Lender each Credit Document to be executed by it or on
its behalf and each agreement, document and instrument to be executed by
it or on its behalf pursuant to each Credit Document, and to take such
action on its behalf as may be authorized or directed pursuant to any
such Credit Document.
-13-
26. This Accordion Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument. Transmission of an executed signature page of this Accordion
Agreement by facsimile transmission or by e-mail in pdf format shall be
effected as delivery if a manually executed counterpart hereof.
27. This Accordion Agreement shall be governed by, and interpreted in
accordance with, the laws of the Province of Ontario and the federal
laws of Canada applicable therein.
28. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender
and the Administrative Agent that, as a Canadian Lender and U.S. Lender
and until otherwise notified by the Accordion Lender, the Accordion
Lender shall be a Bullion Lender.
-14-
IN WITNESS WHEREOF, the parties hereto have caused this Accordion
Agreement to be executed and delivered by their respective officers thereunto
duly authorized as of the _____________ day of April, 2005.
KINROSS GOLD CORPORATION CANADIAN IMPERIAL BANK OF COMMERCE
for and on behalf of all Borrowers as Accordion Lender (Canadian Lender)
By: (SIGNED) LAS-XXXX XXXXXXXXX By: (SIGNED) E.G. RAMSAY
--------------------------------- ------------------------------
Title: Executive Director
Title: By: (SIGNED) XXXX XXXXXXXX
--------------------------------- ------------------------------
Director
CIBC INC. THE BANK OF NOVA SCOTIA
As Accordion Lender (U.S. Lender) as Administrative Agent
By: (SIGNED) XXXXXXXXX XXXX By: (SIGNED) XXXXXX XXXXX
--------------------------------- ------------------------------
Executive Director
Title: CIBC World Markets Corp. as Agent Title: Managing Director
--------------------------------- ------------------------------
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA
as Issuing Lender as Bullion Fronting Lender
By: (SIGNED) XXXXXXX X. XXXX By: (SIGNED) XXXXXXX X. XXXX
--------------------------------- ------------------------------
Title: Director - Mining Title: Director - Mining
By: (SIGNED) XXXXX XXXXXX By: (SIGNED) XXXXX XXXXXX
--------------------------------- ------------------------------
Associate Associate
-15-
SCHEDULE A
CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT
Canadian Imperial Bank of Commerce CIBC Inc. U.S. $25,000,000
Canadian Imperial Bank of Commerce
Global Mining and Forest Products,
Canadian Credit Capital Markets
BCE Place
000 Xxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Executive Director
Telefax: (000) 000-0000
CIBC Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxx
Telefax: (000) 000-0000
-16-
