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Tahoe: The Lenders From Time To Time Parties Hereto

The following excerpt is from the company's SEC filing.

as Lenders

THE BANK OF NOVA SCOTIA

as Administrative Agent, Joint Bookrunner, Co-Lead Arranger and Issuing Bank

HSBC SECURITIES (USA) INC.

as Co-Lead Arranger and Joint Bookrunner

Tahoe Resources Inc. Credit Agreement

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

1

1.1

Definitions

1.2

Classification of Loans and Borrowings

24

1.3

Terms Generally

1.4

Accounting Terms; GAAP

25

1.5

Time.

26

1.6

Permitted Liens.

ARTICLE 2 THE CREDITS

2.1

Commitments

2.2

Loans and Borrowings.

2.3

Requests for Borrowings

27

2.4

Funding of Borrowings.

28

2.5

Interest and Acceptance Fees

2.6

Termination and Reduction of Commitments; Extensions.

30

2.7

Repayment of Loans.

2.8

Evidence of Debt

2.9

Prepayments

31

2.10

Fees.

2.11

Alternate Rate of Interest.

32

2.12

Increased Costs; Illegality

2.13

Break Funding Payments.

34

2.14

Taxes

2.15

Payments Generally; Pro Rata Treatment; Sharing of Set-offs

36

2.16

Currency Indemnity.

38

2.17

Mitigation Obligations; Replacement of Lenders.

39

2.18

Letters of Credit.

40

2.19

Defaulting Lenders

43

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

45

3.1

Representations and Warranties of the Borrower.

ARTICLE 4 CONDITIONS

51

4.1

Effective Date.

4.2

Each Credit Event.

53

ARTICLE 5 AFFIRMATIVE COVENANTS

54

5.1

Covenants

ARTICLE 6 NEGATIVE COVENANTS

59

6.1

Negative Covenants.

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Tahoe Resources Inc. - Credit Agreement

(continued)

ARTICLE 7 EVENTS OF DEFAULT

64

7.1

Events of Default.

ARTICLE 8 THE ADMINISTRATIVE AGENT

68

8.1

Appointment of Administrative Agent

8.2

Secured Parties

8.3

Limitation of Duties of Administrative Agent.

69

8.4

Lack of Reliance on the Administrative Agent

8.5

Certain Rights of the Administrative Agent

8.6

Reliance by Administrative Agent

70

8.7

Indemnification of Administrative Agent.

8.8

The Administrative Agent in its Individual Capacity.

8.9

May Treat Lender as Owner.

8.10

Successor Administrative Agent

71

8.11

No Independent Legal Action.

8.12

Co-Lead Arrangers

72

ARTICLE 9 MISCELLANEOUS

9.1

Notices.

9.2

Waivers; Amendments

73

9.3

Expenses; Indemnity; Damage Waiver

75

9.5

Anti-Money Laundering Legislation.

79

9.6

Survival.

9.7

Counterparts

80

9.8

Entire Agreement.

9.9

Severability.

9.10

Right of Set Off

9.11

Governing Law.

81

9.12

Attornment.

9.13

Service of Process.

9.14

WAIVER OF JURY TRIAL

9.15

Confidentiality.

9.16

No Strict Construction.

82

9.17

Paramountcy.

9.18

Excluded Swap Obligations.

9.19

LIMITATION OF LIABILITY.

83

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Exhibits:

Exhibit A

Form of Borrowing Request

Exhibit B

Form of Compliance Certificate

Exhibit C

Form of Assignment and Assumption Agreement

Exhibit D

Form of Subordination Agreement

Schedules:

Schedule 1.1(A)

Initial Security Documents

Schedule 2.1 -

Lenders and Commitments

Schedule 3.1(3)

Governmental Approvals; No Conflicts

Schedule 3.1(5)

Schedule 3.1(11)

Pension Plans

Schedule 3.1(13)

Subsidiaries

Schedule 3.1(16)

Environmental Matters

Schedule 3.1(17)

Employee Matters

Schedule 5.1(8)

Post-Closing Requirements

Schedule 9.1

Lender and Issuing Bank Contact Information

- iii -

CREDIT AGREEMENT

THIS CREDIT AGREEMENT

dated as of August 10, 2015 is made among Tahoe Resources Inc., as Borrower, the Lenders from time to time parties hereto, as Lenders, and The Bank of Nova Scotia, as Administrative Agent, Joint Bookrunner, Co-Lead Arranger, and Issuing Bank, and HSBC Securities (USA) Inc., as Co-Lead Arranger and Joint Bookrunner.

RECITALS

WHEREAS

the Lenders have agreed to provide certain credit facilities to the Borrower;

NOW THEREFORE

, in return for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the parties hereto agree as follows:

ARTICLE 1

Definitions.

In this Agreement:

Acquisition

means any transaction, or any series of related transactions, consummated after the Closing Date, by which any Credit Party directly or indirectly, by means of a takeover bid, tender offer, amalgamation, merger, purchase of assets or otherwise:

acquires any business (including any division of a business) or all or substantially all of the assets of any Person engaged in any business;

acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body;

acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body; or

otherwise acquires Control of a Person engaged in a business.

means The Bank of Nova Scotia, in its capacity as administrative agent for the Lenders hereunder, or any successor Administrative Agent appointed pursuant to Section 8.10.

Administrative Questionnaire

means an administrative questionnaire in a form supplied by

the Administrative Agent.

Affiliate

means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with, such Person.

means this credit agreement and all the Exhibits and the Schedules attached hereto.

AML Legislation

means the

Proceeds of Crime (Money Laundering) and Terrorist Financing Act

(Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and know your client applicable Laws, whether within Canada or elsewhere, including any regulations, guidelines or orders thereunder having force of law.

Anti-Corruption Laws

means all Laws, rules, and regulations having force of law of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including without limitation the

Corruption of Foreign Public Officials Acts

(Canada) and the

U.S. Foreign Corrupt Practices Act

Applicable Margin

means the applicable rate per annum, expressed as a percentage, set out in the relevant column and row of the table below, based on the Leverage Ratio as at the most recent Quarterly Date with respect to which the Borrower has delivered financial information to the Administrative Agent pursuant to Section 5.1(1).

LIBO Rate Loan or

Financial Letter of Credit

Base Rate Loan

Non-Financial

Letter of Credit

Standby Fee

< 1.0 x

2.25%

1.25%

1.50%

0.5625%

≥ 1.0x < 1.75x

2.50%

1.6667%

0.6250%

≥ 1.75x < 2.50x

2.875%

1.875%

1.9167%

0.71875%

≥ 2.50x

3.25%

2.1667%

0.8125

As of the Closing Date, the initial Applicable Margin for LIBO Rate Loans shall be 2.25%, the initial Applicable Margin for Base Rate Loans shall be 1.25% and the initial Applicable Margin for the Standby Fee shall be 0.5625%. Thereafter, the Applicable Margin shall change (to the extent necessary, if any) on each date on which the financial statements and Compliance Certificate of the Borrower are delivered to the Administrative Agent pursuant to Section 5.1(1) to reflect any change in the Leverage Ratio effective as of the date of such financial statements, based upon the financial statements for the immediately preceding Rolling Period, or if such day is not a Business Day, then the first Business Day thereafter. Notwithstanding the foregoing, if at any time the Borrower fails to deliver financial statements and the certificate of the Borrower as required by Section 5.1(1) on or before the date required pursuant to Section 5.1(1) (without regard to grace periods), the Applicable Margin shall be the highest margins provided for in the above grid from the date such financial statements are due pursuant to Section 5.1(1) (without regard to grace periods) through the date the Administrative Agent receives the financial statements and Compliance Certificate that are then due pursuant to Section 5.1(1).

Applicable Percentage

means, at any time with respect to any Lender, the percentage of the total Commitments represented by such Lenders Commitment at such time. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect (prior to their termination or expiry), giving effect to any assignments.

Asset Disposition

means, with respect to any Person, the sale, lease, license, transfer, assignment or other disposition of, or the destruction or loss of (pursuant to an insurable event), all or any portion of its business, assets, or property, real, personal or mixed, tangible or intangible, whether in one transaction or a series of transactions, other than (a) inventory sold in the ordinary course of business upon customary industry terms, (b) sales of worn-out, scrap or obsolete material or equipment which are not material in the aggregate, (c) licenses granted to third parties in the ordinary course of business, (d) transactions between Credit Parties.

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means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit C or any other form approved by the Administrative Agent.

Authorization

means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person, having the force of Law.

means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by the Administrative Agent and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on U.S. Dollar-denominated commercial loans made in Canada, and (b) the Federal Funds Effective Rate plus 0.50%.

Base Rate Borrowing

means a Borrowing comprised of one or more Base Rate Loans.

means a Loan denominated in U.S. Dollars which bears interest at a rate based upon the Base Rate.

Benefit Plans

means any written retirement, savings, profit sharing, health, medical, dental, disability, life insurance, welfare or other employee benefit plan, program, policy or practice, whether funded or unfunded, registered or unregistered, which is sponsored, maintained or contributed to or required to be contributed to by any Credit Party or under which any Credit Party has any actual or contingent liability, other than a Pension Plan.

means the Bankruptcy and Insolvency Act (Canada).

means Tahoe Resources Inc., a British Columbia corporation.

means any extension of any Loan, the issuance of a Letter of Credit (or any amendment thereto or renewal or extension thereof) and a rollover or conversion of any outstanding Loan.

has the meaning set out in Section 2.3(1).

means (a) the exploration for, and exploitation and processing of, minerals and (b) any business that is the same, similar or otherwise reasonably related, ancillary or complementary thereto.

means any day that is not (a) a Saturday, Sunday or holiday (as defined in the

Interpretation Act

(Canada)) in Toronto, Ontario or Reno, Nevada, or (b) in the case of any U.S. Dollar-denominated Borrowing, any other statutory holiday in New York, New York, or (c) in the case of any LIBO Rate Loan any other statutory holiday in London, England.

Canadian Dollars

and

refer to lawful money of Canada.

Capital Lease Obligations

of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

Cash Balance

means, at any time, the aggregate amount of cash and Cash Equivalents held by the Borrower at such time and not subject to a voluntary Lien (other than the Security or customary account documentation), determined on a Consolidated basis.

means any of the following:

direct obligations of, or obligations the principal of and interest on which are fully guaranteed or insured by, the Government of Canada, the United Kingdom, Australia, Switzerland or the United States of America (or of any Canadian province, American state or by any agency thereof to the extent such obligations are backed by the full faith and credit of any such Government), in each case maturing within one year from the date of acquisition thereof;

investments in certificates of deposit, bankers acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed or insured by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of Canada, of any Canadian province or any other Permitted Jurisdiction which has a combined capital surplus and undivided profits of not less than Cdn.$500,000,000;

marketable and freely tradeable securities evidencing direct obligations of corporations, hospitals, municipal boards or school boards having, at the date of acquisition, a rating from Moodys of A 2 or from S&P of A, in each case maturing within one year from the date of acquisition thereof; or

deposits in bank accounts made in the ordinary course of business and otherwise permitted hereunder.

Cash Management Services

means any one or more of the following types of services or facilities provided to any Credit Party by a Lender or any Lender Affiliate (a) ACH transactions, (b) cash management services, including controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) credit card processing services, (d) credit or debit cards, and (e) purchase cards.

Change in Control

means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert, of Equity Securities representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Securities of the Borrower, (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated, or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group of Persons acting jointly or otherwise in concert.

Change in Law

means after the Closing Date (i) the adoption or taking effect of any new applicable Law, (ii) any change in any existing applicable Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (iii) the making or issuance of any applicable request, rule, guideline or directive (whether or not having the force of law, but in the case of a request, guideline or directive not having the force of law, being a request, guideline or directive with which the affected Person customarily complies) by any Governmental Authority.

means August 10, 2015, being the date as of which this Agreement is executed and delivered by the parties hereto.

means the United States Internal Revenue Code of 1986.

Collateral

means the property described in and subject to the Liens, privileges, priorities and security interests purported to be created by any Security Document.

Co-Lead Arrangers

means, collectively, The Bank of Nova Scotia and HSBC Securities (USA) Inc., in their capacities as co-lead arrangers hereunder.

means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, as such commitment may be reduced from time to time pursuant to Sections 2.6 or 2.9, and as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.4. The initial amount of each Lenders Commitment is set out in Schedule 2.1, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment(s), as applicable. The initial aggregate amount of the Commitments is U.S.$150,000,000.

Commodity Exchange Act

means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

means a certificate of the Borrower in the form attached hereto as Exhibit B, signed by a Responsible Officer of the Borrower.

means, when used with respect to any financial term, financial covenant, financial ratio or financial statement, such financial term, financial covenant, financial ratio or financial statement calculated, prepared or determined, as applicable, for the Borrower on a consolidated basis in accordance with GAAP consistently applied.

means, in respect of a particular Person, the power, directly or indirectly, to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise (other than by way of security).

Controlling

and

have meanings correlative thereto.

, when required by this Agreement for LC Exposure, shall be effected by paying to the Administrative Agent in immediately available funds, to be held by the Administrative Agent in a collateral account maintained by the Administrative Agent at its Payment Office and collaterally assigned as security, an amount equal to, as applicable, the maximum amount of LC Exposure available for drawing at such time. Such amount shall be retained by the Administrative Agent in such collateral account until such time as the applicable Letters of Credit shall have expired or matured and Reimbursement Obligations, if any, with respect thereto shall have been fully satisfied; provided that if any such Reimbursement Obligations are not satisfied when due hereunder, the Administrative Agent may apply any amounts in such collateral account against such Reimbursement Obligations.

means, collectively, the Borrowers and the Guarantors, and

means any one of them.

means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

Defaulting Lender

means any Lender that (a) has failed to fund any portion of the Loans or participations in Letters of Credit required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, or has notified the Administrative Agent that it intends not to fund any of the foregoing, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its Commitments, provided that such Lender shall cease to be a Defaulting Lender under this clause (c) upon the Administrative Agents receipt of such confirmation, (d) has defaulted under its funding obligations under any other lending commitment with any other Person (other than as a result of a good faith dispute thereunder), or (e) has been declared insolvent by any Governmental Authority pursuant to a court order or become the subject of a bankruptcy or insolvency proceeding; provided that a Lender shall cease to be a Defaulting Lender when the aforementioned criteria no longer apply to it.

Defined Benefit Plan

means any Pension Plan which contains a defined benefit provision, as defined in Section 147.1(1) of the Income Tax Act.

Depreciation Expense

means, with respect to any period, the collective depreciation, depletion and amortization expense of the Borrower for such period, determined on a Consolidated basis.

EBITDA

means, for any period, an amount equal to Net Income for such period minus, to the extent included in such Net Income (but without duplication):

any non-cash income and gains; and

any extraordinary or non-recurring income and gains;

plus, to the extent deducted from such Net Income (but without duplication):

Interest Expense;

Income Tax Expense;

Depreciation Expense;

any other non-cash expenses and losses (including impairments); and

any extraordinary or non-recurring charges, expenses or losses,

all determined on a Consolidated basis. The Parties agreed that (i) EBITDA for the Fiscal Quarter ended March 31, 2015 shall be U.S.$██████, (ii) EBITDA for the Fiscal Quarter

ended December 31, 2014 shall be U.S.$████████, (iii) EBITDA for the Fiscal Quarter ended September 30, 2014 shall be U.S.$█████████, and (iv) EBITDA for the Fiscal Quarter ended June 30, 2014 shall be U.S.$████████.

Environmental Laws

means all Laws specifically relating to the environment, preservation or reclamation of natural resources, the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any Hazardous Material, or to occupational health and safety matters.

Environmental Liability

means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Credit Party resulting from or based upon (a) the violation of any Environmental Laws, (b) the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, or (d) the Release of any Hazardous Materials into the environment.

means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Persons capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, debt securities, options or other rights exchangeable for or convertible into any of the foregoing.

Equivalent Amount

means, with respect to any specified amount of currency other than U.S. Dollars, the amount of U.S. Dollars that may be purchased with such amount of other currency at the spot wholesale transactions buying rate of the Administrative Agent for the purchase of U.S. Dollars with such other currency in effect as of 11:00 a.m. on the Business Day with respect to which such computation is required for the purpose of this Agreement or, in the absence of such a buying rate on such date, using such other rate as the Administrative Agent may reasonably select.

Empresa de Energia Yamobamba Lease

means the three year lease liability and cross currency swap with Banco de Credito del Perú for the La Ramada sub-station commissioned at the end of October 2014, as in effect on the date hereof.

Escobal Mine

means the silver mine complex of Minera San Rafael S.A. located approximately 3 km from San Rafael las Flores, Guatemala commonly known as the Escobal Mine, and all assets, property and undertaking used, intended for use in, or forming part of, such complex.

Events of Default

has the meaning set out in Section 7.1.

Excluded Swap Obligation

means, with respect to any Guarantor, any Swap Obligation if, and to the extent that a court of competent jurisdiction determines that, all or a portion of a Guarantee of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or has become illegal as a result of the extra-territorial application to the Guarantor of the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) and by virtue of such Guarantors failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder at the time such Guarantee or Lien becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal.

Excluded Taxes

means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) income or franchise Taxes imposed by a jurisdiction on (or measured by) such recipients net income and capital Taxes imposed by a jurisdiction on (or measured by) such recipients taxable capital, in each case by reason of the recipient being organized under the Laws of, or having its principal office or applicable lending office located in, such jurisdiction, or Other Connection Taxes, (ii) any US federal withholding tax under FATCA, and (iii) any withholding tax that is attributable to such recipients failure to comply with Section 2.14(6) of this Agreement.

Fair Market Value

means (a) with respect to any asset or group of assets (other than a marketable security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arms length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, or, if such asset shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set out in such appraisal, and (b) with respect to any marketable security at any date, the closing sale price of such marketable security on the Business Day immediately preceding such date, as appearing in any published list issued by a national securities exchange or, if there is no such closing sale price of such marketable security, the final price for the purchase of such marketable security at face value quoted on such Business Day by a financial institution of recognized standing which regularly deals in securities of such type.

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(l) of the Code (or any amended or successor version described above) and any intergovernmental agreements implementing any of the foregoing and related legislation or official administrative rules or practices with respect thereto

means, for any day, the per annum rate equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System of the United States of America arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Board of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

Fee Letter

means the letter dated as of June 26, 2015 among The Bank of Nova Scotia and the Borrower relating to the payment of certain fees.

means a Letter of Credit that serves as a payment guarantee of a Credit Partys financial obligations. For the avoidance of doubt, any Letter of Credit which serves as a guarantee of a Credit Partys performance obligations (other than financial obligations) shall not be a Financial Letter of Credit.

means any fiscal quarter of the Borrower.

Fiscal Year

means any fiscal year of the Borrower.

means, with respect to any Person, generally accepted accounting principles in Canada as in effect from time to time with respect to such Person, including International Financial Reporting Standards.

means the Government of Canada, any other nation or any political subdivision thereof, whether provincial, regional, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements.

Group Parties

means, collectively, the Borrower and all of the Subsidiaries, and

Group

means any one of them.

Group Guarantee

means the unlimited multi-party guarantee dated as of the date hereof and delivered by the Guarantors in favour of the Administrative Agent.

of or by any Person (in this definition, the

guarantor

) means any obligation, contingent or otherwise, of the guarantor guaranteeing any Indebtedness or other obligation of any other Person (in this definition, the

primary credit party

) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect:

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of the primary credit party (including by agreement to purchase assets, goods, securities or services, or maintain the financial condition of, the primary credit party);

to maintain working capital, equity capital solvency or liquidity of the primary credit party so as to enable the primary credit party to pay such Indebtedness or other obligation;

as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or other obligation; or

for the liabilities of a partnership by virtue of the guarantors partnership interest therein.

The term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guarantee is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof.

means any Person that has entered into, or acceded to, the Group Guarantee.

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means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent or material which is or becomes listed, regulated or addressed under any Environmental Laws (including asbestos, petroleum and polychlorinated biphenyls).

Hedge Arrangement

means any arrangement which is a swap transaction, basis swap, forward rate transaction, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any similar transaction (including any option with respect to any of such transactions or arrangements) designed and entered into to protect or mitigate against risks in interest, currency exchange or commodity price fluctuations. For the avoidance of doubt, a master ISDA agreement and the schedules thereto shall not in and of itself constitute a Hedge Arrangement, but each confirmation entered into thereunder shall, collectively therewith, constitute a Hedge Arrangement.

Hostile Acquisition

means a proposed Acquisition by any Credit Party in circumstances in which the Target shall not have, prior to the date of such Acquisition, evidenced its agreement or agreement in principle to such Acquisition by means of (a) a definitive agreement of purchase and sale, (b) a letter of intent in respect thereof, or (c) any other document, instrument, opinion or other writing satisfactory to the Lenders.

ICE Benchmark Administration Interest Settlement Rate

means, with respect to any period, the London interbank offered rate for U.S. Dollar deposits with maturities comparable to such period administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate).

Income Tax Act

(Canada), as amended from time to time.

means, with respect to any period, the aggregate of all taxes on income of the Borrower for such period, whether current or deferred and net of any incentive or similar tax credits, determined on a Consolidated basis.

of any Person means, without duplication:

all obligations of such Person for borrowed money;

all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);

all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (provided that the amount attributable to such Person as Indebtedness shall be the then applicable Fair Market Value of the property secured by such Lien);

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all Guarantees by such Person of Indebtedness of others;

all Capital Lease Obligations of such Person;

all obligations, contingent or otherwise, of such Person as an account party in respect of surety bonds, letters of credit and letters of guarantee (other than documentary or trade letters of credit and letters of guarantee issued in support of current accounts payable incurred in the ordinary course of business);

all obligations, contingent or otherwise, of such Person in respect of bankers acceptances;

the Mark-to Market Exposure of such Person under Hedge Arrangements calculated on an aggregate net basis after taking into account all amounts owed by the counterparty to such Person in accordance with normal market practices; and

all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value (other than for other Equity Securities) any Equity Securities of such Person, valued, in the case of redeemable Equity Securities, at the greater of voluntary or involuntary redemption price, plus accrued and unpaid dividends.

For certainty, Indebtedness shall not include (i) issued share capital or surplus (subject to paragraph (k) above), (ii) reserves for deferred Taxes or general contingencies, (iii) minority interests in subsidiaries, or (iv) liabilities for royalties.

Indemnified Taxes

means all Taxes other than Excluded Taxes.

Indemnitee

has the meaning specified in Section 9.3(2).

Initial Security Documents

means the materials described in Schedule 1.1(A).

Insolvent Defaulting Lender

means any Defaulting Lender that (a) has been adjudicated as, or determined by an Governmental Authority having regulatory authority over such Person or its assets to be, insolvent, (b) becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or (c) becomes the subject of an appointment of a receiver, receiver and manager, monitor, trustee or liquidator under the

Bank Act

(Canada) or any applicable bankruptcy, insolvency or similar law now existing or hereafter enacted; provided that a Lender shall not be an Insolvent Defaulting Lender solely by virtue of the ownership or acquisition by a Governmental Authority of an instrumentality thereof of any Equity Securities in such Lender or a parent company thereof unless such ownership or acquisition results in a Governmental Authority having Control over such Lender.

Insurance Proceeds

means the proceeds of any insurance policies received by any Credit Party in connection with an Asset Disposition.

Interest Coverage Ratio

means, with respect to any Rolling Period, the ratio of (a) EBITDA for such Rolling Period, to (b) Interest Expense for such Rolling Period.

means, with respect to any period, the interest expense of the Borrower for such period, determined on a Consolidated basis.

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Interest Payment Date

means, (a) in the case of any Base Rate Loan, the first Business Day of each month, and (b) in the case of a LIBO Rate Loan, the last day of each Interest Period relating to such LIBO Rate Loan, provided that if an Interest Period for any LIBO Rate Loan is of a duration exceeding 90 days, then

Interest Payment Date

shall also include each date which occurs at each 90-day interval during such Interest Period.

means, with respect to a LIBO Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is 30, 60, 90 or 180 days (or, with the consent of each Lender, 270 or 365 days) thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (c) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a converted or continued Borrowing, thereafter shall be the effective date of the most recent conversion or rollover of such Borrowing.

Investment

means, as applied to any Person (the

investor

), any direct or indirect:

purchase or other acquisition by the investor of Equity Securities of any other Person or any beneficial interest therein, including, for certainty, the incorporation of any subsidiary of such Person;

purchase or other acquisition by the investor of bonds, notes, debentures or other debt securities of any other Person or any beneficial interest therein;

loan or advance to any other Person, other than (i) advances to employees for expenses incurred in the ordinary course of business, and (ii) accounts receivable arising from sales or services rendered to such other Person in the ordinary course of the investors business; and

capital contribution by the investor to any other Person,

provided that an Acquisition shall not constitute an Investment.

means The Bank of Nova Scotia, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.18(9). The Issuing Bank may arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank acceptable to the Borrower (such acceptance not to be unreasonably withheld or delayed), in which case the term

shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

La Arena Mine

means the gold mine complex of La Arena S.A located in northern Peru approximately 480 km north-northwest of Lima, commonly known as the La Arena Mine, and all assets, property and undertaking used, intended for use in, or forming part of, such complex.

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means all federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority, in each case having the force of law and which are legally binding on the Person referred to in the context in which such word is used; and

means any one or more of the foregoing.

LC Disbursement

means a payment made by the Issuing Bank pursuant to a Letter of Credit.

means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

means any Lender having a Commitment hereunder or a Loan outstanding hereunder.

means, with respect to any Lender, an Affiliate of such Lender.

means the Persons listed as lenders on Schedule 2.1 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term

includes the Issuing Bank.

Lender Termination Date

means the first date on which:

all Commitments have expired or been terminated;

the principal of and interest on each Loan and all fees, indemnities and other amounts payable hereunder and in connection therewith shall have been paid in full; and

all Letters of Credit shall have either (x) expired or terminated and all LC Disbursements shall have been reimbursed or (y) in the case of contingent reimbursement obligations with respect to Letters of Credit, Letter of Credit Collateralization shall have been provided.

means any standby or documentary letter of credit or letter of guarantee issued pursuant to this Agreement.

Letter of Credit Collateralization

means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to the Administrative Agent, to be held by the Administrative Agent for the benefit of the Lenders in an amount equal to 100% of the then existing LC Exposure, (b) delivering to Administrative Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Administrative Agent and Issuing Bank, terminating all of such beneficiaries rights under the Letters of Credit, or (c) providing Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent, from a commercial bank reasonably acceptable to Administrative Agent in an amount equal to 100% of the then existing LC Exposure.

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means, at any time, the ratio of (a) Total Indebtedness at such time to (b) EBITDA for the most recently completed Rolling Period. By way of example and for the avoidance of doubt, the Leverage Ratio on the Closing Date shall be equal to the ratio of Total Indebtedness on the Closing Date to EBITDA for the Rolling Period ended on March 31, 2015.

means a Borrowing comprised of one or more LIBO Rate Loans.

means a Loan denominated in U.S. Dollars which bears interest at a rate based upon the LIBO Rate.

means, with respect to any LIBO Rate Loan for any Interest Period, either

the applicable ICE Benchmark Administration Interest Settlement Rate as at 11:45 a.m. London, England time (subject to any intra-day refixing and republication) two Business Days prior to the first day of such Interest Period; or

if the rate in paragraph (a) of this definition is not available for any particular day, the interest rate per annum offered to the Administrative Agent for London interbank deposits of U.S. Dollars, for delivery in immediately available funds on the first day of such Interest Period, of amounts comparable to the principal amount of the LIBOR Loan to which such LIBOR Rate is to apply with maturities comparable to the Interest Period for which such LIBO Rate will apply as of approximately 11:45 a.m. (London, England time) two Business Days prior to the first day of such Interest Period,

and if, in either case, that rate is less than zero, the LIBO Rate shall be deemed to be zero.

means any mortgage, deed of trust, lien (statutory or otherwise), deemed trust, pledge, hypothec, hypothecation, encumbrance, charge, security interest, royalty interest or other similar arrangement that secures the payment or performance of an obligation.

Life of Mine Plan

means, at any time, the most recent annual written plan (in Excel format) summarising a forecast of the construction, development, operation and maintenance of the Escobal Mine, the La Arena Mine and the Shahuindo Project, and shall cover a detailed mine plan and schedule for ore tonnes and grade, waste movements, treatment schedule, mineral production, capital, operating, and reclamation costs, together with reasonable estimates of cash flows and other costs and expenses (including corporate costs).

Liquidity

means, at any time, an amount equal to:

the Cash Balance, plus

the excess amount, if any, of the Commitments over the Revolving Credit Exposure.

Limited Credit Party

means each Credit Party which is incorporated or otherwise organized under the laws of a jurisdiction having restrictions imposed by such jurisdictions Governmental Authority on the amount of currency that may be imported into or exported out of such jurisdiction.

means any loan made by the Lenders to the Borrower pursuant to this Agreement.

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Loan Documents

means this Agreement, the Security Documents, the Borrowing Requests and the Fee Letter, together with any other document, instrument or agreement (other than participation, agency or similar agreements among the Lenders or between any Lender and any other bank or creditor with respect to any indebtedness or obligations of any Credit Party (as applicable) hereunder or thereunder) now or hereafter entered into by the Credit Parties in connection with this Agreement (including any document, instrument or agreement with respect to any Secured Hedge Arrangement and Secured Cash Management Services), as such documents, instruments or agreements may be amended, modified or supplemented from time to time.

Mark-to-Market Exposure

means, in relation to any Person on any date, the amount payable by such Person under a Hedge Arrangement, after taking into account any relevant netting provisions, if such day were an Early Termination Date and the Transaction were a Terminated Transaction in accordance with the payment measure provided for in the 2002 ISDA Master Agreement (Multicurrency-Cross Border) as published by the International Swaps and Derivatives Association, Inc., as amended or replaced from time to time;

Material Adverse Change

means any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Credit Parties taken as a whole, or (b) the validity or enforceability of any of the Loan Documents, the priority of the Liens created thereby or the rights and remedies of the Administrative Agent and the Lenders thereunder, in each case taken as a whole. For certainty, (i) any event or change resulting from a decrease in the price of commodities generally shall not result in a Material Adverse Effect unless, in the reasonable opinion of the Lenders, such event or change has a materially greater effect on the Credit Parties as compared to other mining companies of similar size operating in one or more of the jurisdictions in which the Credit Parties operate, and (ii) any reference in this Agreement to an event or condition individually or the in the aggregate shall not serve to modify taken as a whole in this definition.

Material Indebtedness

means any Indebtedness (other than the Loans and Indebtedness among Credit Parties) of any one or more Credit Parties in an aggregate principal amount exceeding U.S.$25,000,000.

means the third anniversary of the Closing Date (or, if such third anniversary is not a Business Day, the next Business Day thereafter).

means Moodys Investors Service, Inc.

means, with respect to any period, the net income of the Borrower for such period, determined on a Consolidated basis.

Non-Consenting Lender

means a Lender that has not provided its consent to a waiver of, or amendment to, any provision of the Loan Documents where requested to do so by Borrower or the Administrative Agent if (a) such waiver or amendment requires the consent of all the Lenders, and (b) the Required Lenders have consented to such waiver or amendment.

Non-Financial Letter of Credit

means any Letter of Credit other than a Financial Letter of Credit.

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Other Connection Taxes

means, in respect of the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment by or on account of any obligation of the Borrower hereunder, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, exercised or enforced its rights under, engaged in any other transaction pursuant to this Agreement or any other Loan Document, or sold or assigned an interest in this Agreement or any other Loan Document).

Participant

has the meaning set out in Section 9.4(5).

Party

means a party to this Agreement and reference to a Party includes its successors and permitted assigns and Parties means every Party.

Payment Office

means the Administrative Agents office located at ██████████████ ███████████████████████████████████████████████████ (or such other office or individual as the Administrative Agent may hereafter designate in writing to the other parties hereto).

means a pension plan which is or was sponsored, administered or contributed to, or required to be contributed to by, any Credit Party or under which any Credit Party has any actual or contingent liability, other than a pension plan administered by a Governmental Authority.

Permitted Acquisition

means any Acquisition by any Credit Party:

where no Default or Event of Default has occurred and is continuing or would be caused thereby;

which is of a Person carrying on a business which is the same as or related to the business carried on by any Credit Party (or if an asset Acquisition, is of assets used or useful in a business which is the same as or related to the business carried on by any Credit Party);

where if such Acquisition is an Acquisition of Equity Securities of any Person:

having a mining project that is developed, operating and/or being constructed; or

the purchase price for which (taking into account the maximum projected earn- out, if any) is greater than U.S.$50,000,000;

the Administrative Agent will have a full recourse guarantee from, and a first-priority Lien (subject only to Permitted Liens) over the Equity Securities of, such Person;

in respect of which the Borrower has certified to the Administrative Agent (showing all calculations) that the Borrower will be in compliance with the financial covenants in Section 5.1(11) on a pro forma basis immediately after giving effect to such Acquisition,

where if such Acquisition is an Acquisition of Equity Securities of any Person, such Person is organized under the laws of a Permitted Jurisdiction;

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where if such Acquisition is not an Acquisition of Equity Securities of any Person, the assets being acquired are located exclusively in one or more Permitted Jurisdictions;

provided that, notwithstanding the foregoing a Hostile Acquisition shall not be a Permitted Acquisition.

Permitted Affiliate Indebtedness

means unsecured Indebtedness of a Credit Party to any Affiliate thereof that is subject to a Subordination Agreement.

Permitted High Yield Indebtedness

means unsecured Indebtedness of the Borrower under high yield notes and/or senior unsecured notes in an aggregate principal amount not exceeding U.S.$500,000,000 at any time outstanding;

such Indebtedness is not guaranteed by any Restricted Subsidiary;

at the time of incurrence thereof, no Default or Event of Default has occurred and is continuing;

prior to the incurrence thereof, the Administrative Agent shall have received a Compliance Certificate prepared on a

pro forma

basis after giving effect to the incurrence of such confirming compliance with the financial covenants set out in Section 5.1(11);

there are no scheduled principal amortization payments (including any sinking fund therefor) on such Indebtedness prior to the maturity date of such Indebtedness;

such Indebtedness shall have a scheduled maturity date at least one year beyond the Maturity Date in effect as of the date such Indebtedness is advanced; and

no material terms applicable to such Indebtedness (including the covenants, events of default and subordination provisions thereof, but excluding the pricing thereof or requirement for a rating from a rating agency in respect thereof) are less favourable to Borrower than the terms that are applicable hereunder.

means any country (i) within South America or North America (or any state or province thereof and including, for certainty, Central America) other than Bolivia, Argentina or Venezuela, (ii) the United Kingdom and other members of the European Union that are rated at least A by S&P and (iii) Guernsey, Barbados, Australia and Ireland.

Permitted Liens

means: Liens in favour of the Administrative Agent for the benefit of the Secured Parties for the obligations of any Credit Party under or pursuant to the Loan Documents;

Purchase Money Liens securing Indebtedness to the extent permitted by Sections 6.1(1)(e) and (j) and Liens to secure Capital Lease Obligations to the extent permitted by Sections 6.1(1)(e) and (j);

Liens in existence as at the Closing Date securing Indebtedness permitted by Section 6.1(1)(f);

Liens securing Indebtedness permitted by Sections 6.1(1)(g), (i), or (l);

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with respect to a Permitted Acquisition, Liens securing Indebtedness permitted by Section 6.1(1)(m) (provided that in connection with the Acquisition of Equity Securities of a Target, no Lien is permitted over the Equity Securities of such Target);

Liens imposed by any Governmental Authority for Taxes not yet due and delinquent or which are being contested in good faith and by appropriate proceedings in compliance with Section 5.1(3), and, during such period during which such Liens are being so contested, such Liens shall not be executed on or enforced against any of the assets of any Credit Party, provided that such Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;

carriers, warehousemens, mechanics, materialmens, repairmens, construction and other like Liens arising by operation of applicable Law, arising in the ordinary course of business and securing amounts (i) which are not overdue for a period of more than 30 days, or (ii) which are being contested in good faith and by appropriate proceedings and, during such period during which amounts are being so contested, such Liens shall not be executed on or enforced against any of the assets of any Credit Party, provided that such Credit Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;

statutory Liens incurred, or pledges or deposits made, under workers compensation, employment insurance and other social security legislation;

undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with applicable Law or of which written notice has not been duly given in accordance with applicable Law or which although filed or registered, relate to obligations not due or delinquent;

servitudes, easements, rights-of-way, restrictions and other similar encumbrances on real property imposed by applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Credit Party;

Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the applicable Credit Party be prosecuting an appeal or proceeding for review in good faith and by appropriate proceedings and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

the rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof;

securities to public utilities or to any municipalities or Governmental Authorities or other public authority when required by the utility, municipality or Governmental Authorities or other public authority in connection with the supply of services or utilities to the Credit Parties;

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Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants do not materially and adversely affect the use of the lands by any Credit Party;

Liens consisting of royalties payable with respect to any asset or property of the Credit Parties existing as of the Closing Date and listed on Schedule 1.1B or otherwise acquired pursuant to a Permitted Acquisition;

statutory Liens incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of any Credit Party under Environmental Laws to which any assets of such Credit Party are subject;

customary rights of set-off or combination of accounts with respect to deposits and/or accounts;

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

Liens securing Indebtedness permitted pursuant to Section 6.1(r) (provided that no Lien is permitted over the Equity Securities of the Person that so becomes a Credit Party); and

any extension, renewal or replacement of any of the foregoing.

includes any natural person, corporation, company, limited liability company, trust, joint venture, association, incorporated organization, partnership, Governmental Authority or other entity.

Post-Closing Requirements

has the meaning set out in Section 5.1(7).

means a Lien taken or reserved in personal property to secure payment of all or part of its purchase price (or to secure financing to fund such purchase price), provided that such Lien (a) secures an amount not exceeding the purchase price of such personal property, (b) extends only to such personal property and its proceeds, and (c) is granted prior to or within 30 days after the purchase of such personal property.

means each of the last day of each of March, June, September, and December in each calendar year.

Register

has the meaning set out in Section 9.4(3).

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means, at any date, the obligation of the Borrower to reimburse the Administrative Agent for the account of the Issuing Bank for any LC Disbursement.

Related Parties

means, with respect to any Person, such Persons Affiliates and the respective directors, officers, employees, agents and advisors of such Person and of such Persons Affiliates.

is to be broadly interpreted and shall include an actual discharge, deposit, spill, leak, pumping, pouring, emission, emptying, injection, escape, leaching, seepage or disposal of a Hazardous Materials which is in breach of any applicable Environmental Laws.

means, at any time, Lenders having Commitments representing at least 66[X]% of the sum of the total Revolving Credit Exposures and unused and uncancelled Commitments at such time; provided that (a) from and after the Lender Termination Date, Required Lenders means Secured Hedge Counterparties and Secured Cash Management Providers holding Secured Hedge Obligations and Secured Cash Management Obligations representing at least 66[X]% of the sum of all Secured Hedge Obligations and Secured Cash Management Obligations, and (b) if there are only two Lenders having Revolving Credit Exposures and unused and uncancelled Commitments at such time, Required Lenders shall mean both such Lenders.

means, with respect to any Person, the chairman, the president, any vice president, the chief executive officer, the chief operating officer, general counsel or secretary, and, in respect of financial or accounting matters, any chief financial officer, principal accounting officer, treasurer or controller of such Person.

Restricted Payment

means, with respect to any Person, any payment by such Person (whether in cash or in kind, and whether by way of actual payment, set-off, counterclaim or otherwise):

of any dividend, distribution or return of capital with respect to its Equity Securities;

on account of the purchase, redemption, retirement or other acquisition of any of its Equity Securities or any warrants, options or similar rights with respect to its Equity Securities;

of any principal of or interest or premium on any Subordinated Indebtedness of such Person;

of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to

any director or officer of such Person (but excluding ordinary course wages, bonuses and severance paid in the ordinary course of business and consistent with past practice or prudent industry practice); and

any Affiliate of such Person or director or officer thereof; or

for the purpose of setting apart any property for a sinking, defeasance or other analogous fund for any of the payments referenced above.

Restricted Subsidiary

means any Subsidiary that has any right, title or interest, whether direct or indirect, in the Escobal Mine, the La Arena Mine or the Shahuindo Project.

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means the U.S.$150,000,000 revolving credit facility established pursuant to the Commitments of the Lenders.

means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lenders Loans at such time, and (b) such Lenders LC Exposure at such time.

Rio Alto Guarantors

means Rio Alto Mining Ltd., Mexican Silver Mines (Guernsey) Limited, La Arena S.A., Shahuindo Gold Ltd., Shahuindo S.A.C., Shahuindo Exploraciones S.A.C. (formerly Minera Sulliden Peru S.A.C.) and any other Person that has any right, title or interest, whether direct or indirect, in the La Arena Mine or the Shahuindo Project.

means each Fiscal Quarter taken together with the three immediately preceding Fiscal Quarters.

means Standard & Poors Ratings Services, a division of the McGraw-Hill Companies, Inc.

Saleable Product

means all present and future mineral production (including without limitation gold or silver bearing material, dore bullion and refined gold or silver) mined, extracted, and derived from the Escobal Mine, the La Arena Mine or the Shahuindo Project.

Sanctioned Country

means, at any time, a country or state (or subdivision thereof) which is itself the subject or target of any Sanctions.

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Authority having jurisdiction over the Borrower or any of its Subsidiaries (including the U.S. government and those sanctions or trade embargoes administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State).

Sanctioned Person

means, at any time, (a) any Person listed or designated as such (or the equivalent thereof) on any list maintained by any Governmental Authority in respect of any Sanction, (b) any Person operating, organized or resident in a Sanctioned Country, or (c) any Person that, to the knowledge of the Borrower or any of its Subsidiaries, after due inquiry, is owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

Secured Cash Management Obligations

means all indebtedness arising under or in connection with any Secured Cash Management Services.

means any Lender in its capacity as a provider of Cash Management Services. For the avoidance of doubt, a Person that ceases to be a Lender (other than upon a Lender Termination Date) shall cease to be a Secured Cash Management Provider.

Secured Cash Management Service

means any Cash Management Service provided by a Secured Cash Management Provider to a Credit Party.

Secured Hedge Collateralization

means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent) to be held by Administrative Agent for the benefit of providers of the Secured Hedge Counterparties in an amount equal to 100% of the then existing Secured Hedge Obligations (after taking into account all amounts owed by the counterparty to such Person in accordance with normal market practices (using the mark-to-market method whenever applicable)) or (b) providing Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent, from a commercial bank reasonably acceptable to Administrative Agent in an amount equal to 100% of the then existing Secured Hedge Obligations (after taking into account all amounts owed by the counterparty to such Person in accordance with normal market practices (using the mark-to-market method whenever applicable)).

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Secured Hedge Arrangement

means any Hedge Arrangement between a Credit Party and Person that is a Lender or Lender Affiliate at the time such Hedge Arrangement is entered into. For the avoidance of doubt, any Hedge Arrangement entered into by a Credit Party with a Person (a) prior to such Person becoming a Lender or Lender Affiliate, or (b) after such Person ceases to be a Lender or Lender Affiliate, shall not be a Secured Hedge Arrangement.

Secured Hedge Counterparty

means any Person party to Secured Hedge Arrangement other than a Credit Party, in such Persons capacity as a party thereto. For the avoidance of doubt, a Person shall remain a Secured Hedge Counterparty with respect to a Secured Hedge Arrangement if it ceases to be a Lender or Lender Affiliate.

means all indebtedness arising under or in connection with any Secured Hedge Arrangement. The Secured Hedge Obligations owing to a Secured Hedge Counterparty shall be calculated on an aggregate net basis after taking into account all amounts owed by such Secured Hedge Counterparty to the Credit Parties under its Secured Hedge Arrangements in accordance with normal market practices (using the mark-to-market method whenever applicable). For the avoidance of doubt, amounts owing to or from a Person under Hedge Arrangements that are not Secured Hedge Arrangements shall not be taken into account in calculating Secured Hedge Obligations.

Secured Liabilities

means all present and future indebtedness, liabilities and obligations of any and every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, mature or unmatured) of the Credit Parties to the Secured Parties under, in connection with or with respect to the Loan Documents (including Secured Cash Management Obligations and Secured Hedge Obligations), and any unpaid balance thereof.

the Lenders, the Secured Hedge Counterparties and the Secured Cash Management Providers.

means the agreements or instruments described or referred to in Schedule 1.1(A) or Section 5.1(10) (including, to the extent such Section describes an amendment, the agreement or instrument amended thereby) and any and all other agreements or instruments now or hereafter executed and delivered by any Credit Party as security (including by way of guarantee) for the payment or performance of all or part of the Secured Liabilities, as any of the foregoing may have been, or may hereafter be, amended, modified or supplemented.

means the gold mine complex of Shahuindo S.A.C. located approximately 30 km north of the La Arena Mine, commonly known as the Shahuindo Project, and all assets, property and undertaking used, intended for use in, or forming part of, such complex.

means (i) Permitted High Yield Indebtedness, (ii) Permitted Affiliate Indebtedness, and (iii) other Indebtedness that is subject to a Subordination Agreement.

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means a subordination agreement in favour of the Administrative Agent substantially in the form attached hereto as Exhibit D or in such other form as is acceptable to the Administrative Agent, acting reasonably.

means, with respect to any Person (the

) at any date, any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

means any subsidiary of the Borrower.

Sulfide Project

means the study and potential development of the sulfide Cu-Au deposit, also known as La Arena Phase II Project, located on the East side of the current oxide pit in La Arena Mine.

means any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of section 1a(47) of the Commodity Exchange Act.

Tahoe Guarantors

means Tahoe Swiss A.G., Escobal Resources Holding Ltd., Minera San Rafael, S.A. and any other Person that has any right, title or interest, whether direct or indirect, in the Escobal Mine.

Tangible Net Worth

means, for the Borrower on a Consolidated basis, the excess of its total assets over its total liabilities; provided that the determination of such total assets shall exclude all assets that are treated as intangibles under GAAP.

means, with respect to any Acquisition, the Person whose shares or assets (or both) are proposed to be acquired.

means all present and future taxes, charges, fees, levies, imposts, duties, deductions, withholdings and other assessments of any kind, including all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, unemployment insurance payments and workers compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed by any Governmental Authority (including federal, regional, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.

means the first date on which:

the Lender Termination Date shall have occurred;

subject to clause (d)(iii) below, in the case of Secured Hedge Obligations, Secured Hedge Collateralization shall have been provided,

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the Administrative Agent shall have received cash collateral in order to secure any other contingent Secured Liabilities (other than the Secured Cash Management Obligations) for which a claim or demand for payment has been made on or prior to such time, such cash collateral to be in such amount as Administrative Agent reasonably determines is appropriate to secure such contingent Secured Liabilities; and

the payment or repayment in full in immediately available funds of all other outstanding Secured Liabilities (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Liabilities) under Secured Hedge Arrangements) other than (i) unasserted contingent indemnification Secured Liabilities, (ii) the Secured Cash Management Obligations and (iii) any Secured Hedge Obligations, that, at such time, are allowed by the provider to remain outstanding without being required to be repaid or collateralized under Secured Hedge Collateralization.

means, at any time, the aggregate amount of Indebtedness of the Borrower at such time, determined on a Consolidated basis.

Transactions

means the execution, delivery and performance by the Credit Parties of the Loan Documents, the borrowing of Loans and the use of the proceeds thereof, and the issuance of Letters of Credit.

, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Base Rate or the LIBO Rate or whether such Borrowing takes the form of a Letter of Credit.

refer to lawful money of the United States of America.

Wholly-Owned Subsidiary

of a Person means any subsidiary of such Person of which securities (except for directors qualifying shares) or other ownership interests representing 100% of the equity or 100% of the ordinary voting power or 100% of the general partnership or membership interests are, at the time any determination is being made, owned, controlled or held by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person.

1.2 Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by class (

., a Loan) or by Type (

., a LIBO Rate Loan) or by class and Type (

., a LIBO Loan).

1.3 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word or is disjunctive; the word and is conjunctive. The words to the knowledge of means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by such Person (or, in the case or a Person other than a natural Person, known by the Responsible Officer of such Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by such Person (or, in the case of a Person other than a natural Person, would have been known by such Responsible Officer of such Person). For the purposes of determining compliance with or measuring status under any cap, threshold or basket hereunder denominated in U.S. Dollars, reference shall be had to the Equivalent Amount of any portion of the underlying component that is not denominated in U.S. Dollars. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or replaced (subject to any restrictions on such modifications set out herein), (b) any reference herein to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time, (c) any reference herein to any Person shall be construed to include such Persons successors and permitted assigns, (d) the words herein, hereof and hereunder, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. Any reference herein to an action, document or other matter or thing being satisfactory to the Lenders, to the Lenders satisfaction or similar phrases, shall mean that such action, document, matter or thing must be satisfactory to Lenders constituting the Required Lenders, unless it is described in Section 9.2(2) (a-h), hereof, in which case it must be satisfactory to each Lender whose consent is required under the applicable clause.

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1.4 Accounting Terms; GAAP.

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP. Except as otherwise expressly provided herein, all calculations of the components of the financial information for the purposes of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence as at the Closing Date and used in the preparation of the Consolidated financial statements of the Borrower referred to in Section 5.1(1). In the event of a change in GAAP, the Borrower and the Administrative Agent shall negotiate in good faith to revise (if appropriate) such ratios and covenants to give effect to the intention of the parties under this Agreement as at the Closing Date, and any new financial ratio or financial covenant shall be subject to approval by the Required Lenders. Until the successful conclusion of any such negotiation and approval by the Required Lenders, (a) all calculations made for the purpose of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence immediately prior to such adoption or change, and (b) financial statements delivered pursuant to Section 5.1(1) shall be accompanied by a reconciliation showing the adjustments made to calculate such financial ratios and financial covenants. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement. The Borrower shall not change the framework adopted under International Financial Reporting Standards.

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1.5 Time.

All time references herein shall, unless otherwise specified, be references to local time in Toronto, Ontario. Time is of the essence of this Agreement and the other Loan Documents.

1.6 Permitted Liens.

Any reference in any of the Loan Documents to a Permitted Lien is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

ARTICLE 2

2.1 Commitments.

(1)

Revolving Credit

. Subject to the terms and conditions set forth herein, each Lender commits to make Loans to the Borrower from time to time during the period commencing on the Closing Date and ending on the Maturity Date in an outstanding aggregate principal amount equal to the amount set forth beside such Lenders name in Schedule 2.1 under the heading Commitment, provided that a Lender shall not be required to extend further credit hereunder if such extension would result in (a) such Lenders Revolving Credit Exposure exceeding such Lenders Commitment, (b) the aggregate Revolving Credit Exposures exceeding the aggregate Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Loans.

2.2 Loans and Borrowings.

(1)

. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders rateably based upon their Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lenders failure to make Loans as required.

(2)

Composition of Borrowings

. Each Borrowing shall be comprised entirely of Base Rate Loans, LIBO Rate Loans or Letters of Credit as the Borrower may request in accordance herewith.

(3)

Amount of Borrowings.

At the commencement of each Interest Period for any LIBO Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of U.S$1,000,000 and not less than U.S.$5,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of U.S.$1,000,000 and not less than U.S.$5,000,000; provided that any Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total applicable Commitments and any Base Rate Borrowing may be in an aggregate amount that is required to finance the reimbursement of an LC Disbursement. Borrowings of more than one Type and class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Interest Periods with different dates outstanding.

(4)

Repayments

. Each repayment of Loans shall be in a minimum amount equal to the lesser of (a) U.S.$1,000,000, and (b) the aggregate principal amount of Loans outstanding at such time. Subject to Section 2.13, the Borrower shall be entitled to prepay all or any portion of the outstanding Loans at any time, without penalty, provided that not less than five days prior written notice is given to the Administrative Agent of the proposed prepayment. Any such notice shall be irrevocable 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.

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2.3 Requests for Borrowings.

(1)

Requesting a Borrowing

. To request a Borrowing the Borrower shall notify the Administrative Agent of such request in writing substantially in the form of Exhibit A (each, a

Borrowing Request

) (a) in the case of a LIBO Rate Borrowing, not later than 11:00 a.m. (Vancouver time) three Business Days before the date of the proposed Borrowing, or (b) in the case of a Base Rate Borrowing, not later than 11:00 a.m. (Vancouver time), one Business Day before the date of the proposed Borrowing; provided that any such notice of a Base Rate Borrowing to finance a Reimbursement Obligation shall not be given later than 1:00 p.m. (Vancouver time) on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable. The Administrative Agent and each Lender are entitled to rely and act upon any Borrowing Request given or purportedly given by the Borrower, and the Borrower hereby waives the right to dispute the authenticity and validity of any such request or resulting transaction once the Administrative Agent or any Lender has advanced funds based on such Borrowing Request. Each Borrowing Request shall specify the following information:

the aggregate amount of each requested Borrowing;

the date of such Borrowing, which shall be a Business Day;

whether such Borrowing is to be a Base Rate Borrowing, a LIBO Rate Borrowing or a Letter of Credit;

in the case of a LIBO Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term

; and

the location and number of the Borrowers account to which funds are to be disbursed.

Default Terms

. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then, subject to Section 2.3(4) below, the Borrower shall be deemed to have selected an Interest Period of one months duration. Promptly following receipt of a Borrowing Request in accordance with Section 2.3, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lenders Loan to be made as part of the requested Borrowing.

(3)

Conversion or Rollover of Borrowings

. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert a Borrowing to a different Type or to rollover such Borrowing and, in the case of a LIBO Rate Borrowing, may elect a new Interest Period therefor. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated rateably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3(3), the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.3(1) if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such request shall be irrevocable. In addition to the information specified in Section 2.3(1), each written Borrowing Request shall specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. Notwithstanding the foregoing, the Borrower is not entitled to elect a new Interest Period in respect of a LIBOR Borrowing, or to convert a Base Rate Loan into a LIBOR Borrowing, if a Default has occurred and is continuing.

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Deemed Election to Convert.

In the absence of an election delivered in accordance with Section 2.3(3) with regard to outstanding LIBO Rate Borrowings, the Borrower shall be deemed to have elected to rollover such LIBO Rate Borrowings on the last day of the relevant Interest Period to a LIBO Rate Borrowing with an Interest Period of 30 days as though such an election had been given by the Borrower in accordance with Section 2.3(3).

2.4 Funding of Borrowings.

(1)

Funding.

Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon (Vancouver time), to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent shall make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.18 shall be remitted by the Administrative Agent to the Issuing Bank.

Each Lenders Share of Borrowing.

Unless the Administrative Agent has received written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lenders share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.4(1) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the Administrative Agent shall seek repayment of such corresponding amount from the applicable Lender and the applicable Lender agrees to pay such amounts to the Administrative Agent (including all reasonable costs and expenses associated with such Lenders failure to pay in accordance with this Agreement); provided that where such Lender becomes a Defaulting Lender, including as a result of such failure to pay, the Borrower shall, on two Business Days notice from the Administrative Agent, repay such corresponding amount to the Administrative Agent. The applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand, in accordance with this Section 2.4(2) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the rate applicable to the Type of Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lenders Loan included in such Borrowing. Any payment by a Borrower shall be made without prejudice to any claim the Borrower may have against such Lender.

2.5 Interest and Acceptance Fees.

The Loans comprising each Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable Margin from time to time in effect. The Loans comprising each LIBO Rate Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at the LIBO Rate for the Interest Period in effect for such LIBO Rate Borrowing plus the Applicable Margin.

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(2)

Before and After Judgment Interest.

Notwithstanding the foregoing, if a Default or an Event of Default shall have occurred and be continuing, the Loans shall bear interest, after as well as before judgment:

subject to Section 2.5(2)(b), at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan or, in the case of any amount not constituting principal or interest on a Loan, at a rate equal to 2% plus the rate otherwise applicable to Base Rate Loans;

if (i) a Security Document creates a mortgage on real property or a hypothec on immovables, or (ii) the rate provided for in Section 2.5(2)(a) is otherwise determined to be unenforceable, then, in either case, at a rate per annum equal to the rate otherwise applicable to such Loan or, in the case of any amount not constituting principal or interest on a Loan, at a rate equal to the rate otherwise applicable to Base Rate Loans;

provided that, without limiting the effect of Section 2.5(2)(b)(ii), nothing in Section 2.5(2)(b)(ii) shall preclude the operation of Section 2.5(2) where:

a Security Document that creates a mortgage on real property or a hypothec on immovables also creates a Lien on other property and assets; or

the principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is also secured by a Lien other than a mortgage on real property or a hypothec on immovables.

Accrued Interest.

Accrued interest on each Loan shall be payable in arrears on each applicable Interest Payment Date and upon termination of the Commitments. In addition, in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest on overdue amounts shall be payable upon demand.

(4)

Days Interest Payable.

All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. The applicable Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(5)

Yearly Rate of Interest.

For the purposes of the

Interest Act

(Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used 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, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

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(6)

Criminal Interest.

If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of interest at a criminal rate (as such terms are construed under the

Criminal Code

(Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

first, by reducing the amount or rate of interest to be paid to the affected Lender under Section 2.5; and

thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for

(7)

Reconciliation for Additional Interest and Fees.

Notwithstanding anything to the contrary contained in this Agreement, if, as a result of any restatement or other adjustment to the financial statements delivered under this Agreement (including any adjustment to unaudited financial statements as a result of subsequent audited financial statements) or for any other reason, the Borrower or the Lenders determine that the Leverage Ratio as of any applicable date was inaccurate such that the Applicable Margin applicable to any Loans or any fees for any period were lower than would otherwise be the case, then the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, if an Event of Default pursuant to Sections 7.1(g), (h) and (i) shall have occurred and be continuing, automatically and without further action by the Administrative Agent), an amount equal to the excess of the amount of interest and fees that should have been paid by the Borrower for such period over the amount of interest and fees actually paid by the Borrower for such period, plus interest on such amount at the rate otherwise applicable herein.

2.6 Termination and Reduction of Commitments; Extensions.

Maturity Dates.

Unless previously terminated in accordance with the terms of this Agreement, the Commitments shall terminate on the Maturity Date.

(2)

Cancellation of Unused Credit.

The Borrower may, upon five Business Days prior written notice to the Administrative Agent, permanently cancel any unused portion of the Revolving Credit, without penalty. The Administrative Agent shall promptly notify each Lender of the receipt by the Administrative Agent of any such notice. Any such cancellation shall be applied rateably in respect of the Commitments of each Lender. Each notice delivered by the Borrower pursuant to this Section 2.6(2) shall be irrevocable.

2.7 Repayment of Loans.

The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Lenders the outstanding principal amount of the Loans on the Maturity Date.

2.8 Evidence of Debt.

Accounts of Indebtedness.

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Borrowing made by such Lender hereunder, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(2)

Account Details.

The Administrative Agent shall maintain accounts...


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