0000800166-09-000009 Sample Contracts

Contract
Credit Agreement • October 30th, 2009 • New Gold Inc. /FI • Metal mining

CONFORMED COPY Amendment and restatement agreement relating to a credit agreement originally dated 30 March 2007 as amended and restated on 31 May 2007 and as further amended on 29 June 2007, 16 July 2007, 14 August 2007, 14 August 2008, 18 December 2008, 9 January 2009, 9 July 2009 and 4 August 2009 Dated 7 October 2009 Western Mesquite Mines, Inc. (as Borrower) Western Goldfields Inc. (WGI) Western Goldfields (USA) Inc. (WGI (USA)) Investec Bank plc (as Mandated Lead Arranger) Commonwealth Bank of Australia (as Lead Arranger) Investec Bank plc (as Agent) Investec Bank plc (as Security Trustee) The Banks The Hedging Banks Denton Wilde Sapte LLP One Fleet Place London EC4M 7WS United Kingdom T +44 (0)20 7242 1212 F +44 (0)20 7246 7777 Telex 887793 DX 242 info@dentonwildescapte.com www.dentonwildesapte.com International Lawyers

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