0001104659-06-077569 Sample Contracts

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 24th, 2006 • Gold Fields LTD • Gold and silver ores • Ontario

THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants, agreements, payments, representations, warranties and indemnities herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties hereto covenant and agree as follows:

Contract
Covenants Agreement • November 24th, 2006 • Gold Fields LTD • Gold and silver ores
SERVICES AGREEMENT
Services Agreement • November 24th, 2006 • Gold Fields LTD • Gold and silver ores

THIS SERVICES AGREEMENT (the “Services Agreement”), made as of March , 2006 (the “Effective Date”), is made between Gold Fields Arctic Platinum Oy (“GFAP”), North American Palladium Ltd. (“NAPL”) and North American Palladium Arctic Services Oy (“NAPFS”), pursuant to an acquisition and framework agreement (the “Acquisition Agreement”) dated March 24, 2006 between NAPL, Gold Fields Exploration BV (“GFBV”), Gold Fields Finland Oy (“GFF”) and North American Palladium Finland Oy (“NAPF”)

FACILITY AGREEMENT dated November 2006 among GOLD FIELDS LA CIMA S.A. as Borrower CITIGROUP GLOBAL MARKETS INC. as Mandated Lead Arranger
Facility Agreement • November 24th, 2006 • Gold Fields LTD • Gold and silver ores
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