<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>tex10_1-1365.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY






              KINROSS GOLD CORPORATION, KINROSS GOLD U.S.A., INC.,
         FAIRBANKS GOLD MINING, INC. AND ROUND MOUNTAIN GOLD CORPORATION
                                  AS BORROWERS

                                       AND


                             THE BANK OF NOVA SCOTIA
                  AS CO-LEAD ARRANGER AND ADMINISTRATIVE AGENT

                                       AND


                                SOCIETE GENERALE
                    AS CO-LEAD ARRANGER AND SYNDICATION AGENT


                                       AND


                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO



                   ------------------------------------------

                                CREDIT AGREEMENT
                   ------------------------------------------



                          DATED AS OF FEBRUARY 1, 2003

                          FASKEN MARTINEAU DUMOULIN LLP
                                TORONTO, ONTARIO

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                                                 TABLE OF CONTENTS
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<S>                   <C>                                                                                     <C>
ARTICLE 1             INTERPRETATION.............................................................................1
           1.1        DEFINED TERMS..............................................................................1
           1.2        OTHER USAGES..............................................................................31
           1.3        PLURAL AND SINGULAR.......................................................................31
           1.4        HEADINGS..................................................................................31
           1.5        CURRENCY..................................................................................31
           1.6        APPLICABLE LAW............................................................................31
           1.7        TIME OF THE ESSENCE.......................................................................31
           1.8        NON-BANKING DAYS..........................................................................31
           1.9        CONSENTS AND APPROVALS....................................................................32
           1.10       AMOUNT OF CREDIT..........................................................................32
           1.11       SCHEDULES.................................................................................32
           1.12       EXTENSION OF CREDIT.......................................................................32
           1.13       JOINT AND SEVERAL OBLIGATIONS.............................................................32

ARTICLE 2             CREDIT FACILITY...........................................................................33
           2.1        ESTABLISHMENT OF CREDIT FACILITY..........................................................33
           2.2        LENDERS' COMMITMENTS......................................................................33
           2.3        REDUCTION OF CREDIT FACILITY..............................................................33
           2.4        TERMINATION OF CREDIT FACILITY............................................................34

ARTICLE 3             GENERAL PROVISIONS RELATING TO CREDITS....................................................34
           3.1        TYPES OF CREDIT AVAILMENTS................................................................34
           3.2        FUNDING OF LOANS..........................................................................34
           3.3        FAILURE OF LENDER TO FUND LOAN............................................................35
           3.4        FUNDING OF BANKERS' ACCEPTANCES...........................................................36
           3.5        BA RATE LOANS.............................................................................38
           3.6        TIMING OF CREDIT AVAILMENTS...............................................................39
           3.7        INABILITY TO FUND U.S. DOLLAR ADVANCES IN CANADA..........................................39
           3.8        INABILITY TO FUND LIBOR LOAN IN THE UNITED STATES.........................................40
           3.9        TIME AND PLACE OF PAYMENTS................................................................41
           3.10       REMITTANCE OF PAYMENTS....................................................................41
           3.11       EVIDENCE OF INDEBTEDNESS..................................................................42
           3.12       GENERAL PROVISIONS RELATING TO ALL LETTERS................................................42
           3.13       NOTICE PERIODS............................................................................44
           3.14       ADMINISTRATIVE AGENT'S DISCRETION TO ALLOCATE.............................................44

ARTICLE 4             DRAWDOWNS.................................................................................44
           4.1        DRAWDOWN NOTICE...........................................................................44

ARTICLE 5             ROLLOVERS.................................................................................45
           5.1        BANKERS' ACCEPTANCES......................................................................45
           5.2        LIBOR LOANS...............................................................................46
           5.3        ROLLOVER NOTICE...........................................................................46
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<S>                   <C>                                                                                     <C>
ARTICLE 6             CONVERSIONS...............................................................................46
           6.1        CONVERTING LOAN TO OTHER TYPE OF LOAN.....................................................46
           6.2        CONVERTING LOAN TO BANKERS' ACCEPTANCES...................................................47
           6.3        CONVERTING BANKERS' ACCEPTANCES TO LOAN...................................................47
           6.4        CONVERSION NOTICE.........................................................................47
           6.5        ABSENCE OF NOTICE.........................................................................48
           6.6        CONVERSION BY LENDERS.....................................................................48

ARTICLE 7             INTEREST AND FEES.........................................................................48
           7.1        INTEREST RATES............................................................................48
           7.2        CALCULATION AND PAYMENT OF INTEREST.......................................................49
           7.3        GENERAL INTEREST RULES....................................................................49
           7.4        SELECTION OF INTEREST PERIODS.............................................................50
           7.5        ACCEPTANCE FEES...........................................................................51
           7.6        STANDBY FEE...............................................................................51
           7.7        LETTER FEES...............................................................................51
           7.8        APPLICABLE RATE ADJUSTMENT................................................................52

ARTICLE 8             RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS............................................52
           8.1        CONDITIONS OF CREDIT......................................................................52
           8.2        CHANGE OF CIRCUMSTANCES...................................................................52
           8.3        FAILURE TO FUND AS A RESULT OF CHANGE OF CIRCUMSTANCES....................................53
           8.4        INDEMNITY RELATING TO CREDITS.............................................................54
           8.5        INDEMNITY FOR TRANSACTIONAL AND ENVIRONMENTAL LIABILITY...................................55
           8.6        PAYMENTS FREE AND CLEAR OF TAXES..........................................................56

ARTICLE 9             REPAYMENTS AND PREPAYMENTS................................................................57
           9.1        REPAYMENTS................................................................................57
           9.2        EXTENSION OF MATURITY DATE................................................................57
           9.3        VOLUNTARY PREPAYMENTS UNDER CREDIT FACILITY...............................................58
           9.4        PREPAYMENT NOTICE.........................................................................58
           9.5        REIMBURSEMENT OR CONVERSION ON PRESENTATION OF LETTERS....................................58
           9.6        LETTERS SUBJECT TO AN ORDER...............................................................59
           9.7        CURRENCY OF REPAYMENT.....................................................................59
           9.8        REPAYMENTS OF CREDIT EXCESS...............................................................59

ARTICLE 10            REPRESENTATIONS AND WARRANTIES............................................................59
           10.1       REPRESENTATIONS AND WARRANTIES............................................................59
           10.2       SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................71

ARTICLE 11            COVENANTS.................................................................................71
           11.1       AFFIRMATIVE COVENANTS.....................................................................71
           11.2       RESTRICTIVE COVENANTS.....................................................................79
           11.3       PERFORMANCE OF COVENANTS BY ADMINISTRATIVE AGENT..........................................83
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<S>                   <C>                                                                                     <C>
ARTICLE 12            CONDITIONS PRECEDENT TO OBTAINING CREDIT..................................................83
           12.1       CONDITIONS PRECEDENT TO ALL CREDIT........................................................83
           12.2       CONDITIONS PRECEDENT TO INITIAL DRAWDOWN..................................................84
           12.3       WAIVER....................................................................................86
           12.4       IMPORT OF EXISTING LETTERS................................................................87

ARTICLE 13            DEFAULT AND REMEDIES......................................................................87
           13.1       EVENTS OF DEFAULT.........................................................................87
           13.2       REFUND OF OVERPAYMENTS....................................................................90
           13.3       REMEDIES CUMULATIVE.......................................................................90
           13.4       SET-OFF...................................................................................91

ARTICLE 14            THE ADMINISTRATIVE AGENT..................................................................91
           14.1       APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.....................................91
           14.2       INTEREST HOLDERS..........................................................................91
           14.3       CONSULTATION WITH COUNSEL.................................................................92
           14.4       DOCUMENTS.................................................................................92
           14.5       ADMINISTRATIVE AGENT AS LENDER............................................................92
           14.6       RESPONSIBILITY OF ADMINISTRATIVE AGENT....................................................92
           14.7       ACTION BY ADMINISTRATIVE AGENT............................................................92
           14.8       NOTICE OF EVENTS OF DEFAULT...............................................................93
           14.9       RESPONSIBILITY DISCLAIMED.................................................................93
           14.10      INDEMNIFICATION...........................................................................94
           14.11      CREDIT DECISION...........................................................................94
           14.12      SUCCESSOR ADMINISTRATIVE AGENT............................................................94
           14.13      DELEGATION BY ADMINISTRATIVE AGENT........................................................95
           14.14      WAIVERS AND AMENDMENTS....................................................................95
           14.15      DETERMINATION BY ADMINISTRATIVE AGENT CONCLUSIVE AND BINDING..............................96
           14.16      ADJUSTMENTS AMONG LENDERS AFTER ACCELERATION..............................................96
           14.17      REDISTRIBUTION OF PAYMENT.................................................................97
           14.18      DISTRIBUTION OF NOTICES...................................................................97
           14.19      DETERMINATION OF EXPOSURES................................................................97
           14.20      DECISION TO ENFORCE SECURITY..............................................................98
           14.21      ENFORCEMENT...............................................................................98
           14.22      APPLICATION OF CASH PROCEEDS OF REALIZATION...............................................99
           14.23      SECURITY DOCUMENTS........................................................................99
           14.24      [INTENTIONALLY DELETED]..................................................................100
           14.25      SURVIVAL.................................................................................100
           14.26      DISCHARGE OF SECURITY....................................................................100

ARTICLE 15            MISCELLANEOUS............................................................................100
           15.1       NOTICES..................................................................................100
           15.2       SEVERABILITY.............................................................................100
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<S>                   <C>                                                                                     <C>
           15.3       COUNTERPARTS.............................................................................101
           15.4       SUCCESSORS AND ASSIGNS...................................................................101
           15.5       ASSIGNMENT...............................................................................101
           15.6       ENTIRE AGREEMENT.........................................................................102
           15.7       FURTHER ASSURANCES.......................................................................102
           15.8       JUDGMENT CURRENCY........................................................................103
           15.9       NOTICE OF REMEDIES.......................................................................104
           15.10      WAIVERS OF JURY TRIAL....................................................................104



SCHEDULE A            LENDERS AND INDIVIDUAL COMMITMENTS.......................................................108


SCHEDULE B            COMPLIANCE CERTIFICATE...................................................................109


SCHEDULE C            FORM OF ASSIGNMENT.......................................................................116


SCHEDULE D            PRINCIPAL PLACE OF BUSINESS..............................................................119


SCHEDULE E            FORM OF DRAWDOWN NOTICE..................................................................122


SCHEDULE F            FORM OF ROLLOVER NOTICE..................................................................124


SCHEDULE G            FORM OF CONVERSION NOTICE................................................................126


SCHEDULE H            CORPORATE STRUCTURE......................................................................128


SCHEDULE I            REIMBURSEMENT INSTRUMENT.................................................................129


SCHEDULE J            APPLICABLE RATES.........................................................................130


SCHEDULE K            SECURITY DOCUMENTS.......................................................................131


SCHEDULE L            EXISTING LETTERS AND TEMPORARY LETTERS...................................................132


SCHEDULE M            BORROWER INSTRUMENT OF ADHESION..........................................................134


SCHEDULE N            LOCATION OF TANGIBLE PERSONAL PROPERTY...................................................136
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<S>                   <C>                                                                                     <C>
SCHEDULE O            FORT KNOX DEPOSIT LEGAL DESCRIPTIONS.....................................................140


SCHEDULE P            RYAN LODE DEPOSIT LEGAL DESCRIPTIONS.....................................................141


SCHEDULE Q            TRUE NORTH DEPOSIT LEGAL DESCRIPTIONS....................................................142


SCHEDULE R            NON-CORE ASSETS..........................................................................143


SCHEDULE S            MATERIAL CONTRACTS.......................................................................144


SCHEDULE T            EXISTING MARGINED AGREEMENTS.............................................................149
</TABLE>

<PAGE>

       CREDIT AGREEMENT dated as of February 1, 2003 among Kinross Gold
Corporation, a corporation incorporated under the laws of the Province of
Ontario ("Kinross Canada"), Kinross Gold U.S.A., Inc., a corporation
incorporated under the laws of the State of Nevada ("Kinross U.S.A."), Fairbanks
Gold Mining, Inc., a corporation incorporated under the laws of the State of
Delaware ("Fairbanks U.S.") and Round Mountain Gold Corporation, a corporation
incorporated under the laws of the State of Delaware ("Round Mountain")
(collectively, the "Initial Borrowers"), the lending institutions from time to
time parties hereto as Lenders (each a "Lender" and, collectively, the
"Lenders"), The Bank of Nova Scotia and Societe Generale, as Co-Lead Arrangers,
The Bank of Nova Scotia, as Administrative Agent, and Societe Generale, as
Syndication Agent.

       WHEREAS the Initial Borrowers have requested the Lenders to establish a
certain credit facility to repay in full outstanding borrowings and to replace
or assume existing letters of credit under the Existing Credit Agreement and
otherwise to finance working capital requirements and for general operating
purposes;

       AND WHEREAS the Lenders are willing to provide such credit facility to
the Initial Borrowers for the aforesaid purposes upon the terms and conditions
contained herein;

       NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
mutual covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto covenant and agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1    DEFINED TERMS

       The following defined terms shall for all purposes of this agreement, or
any amendment, substitution, supplement, replacement or addition hereto, have
the following respective meanings unless the context otherwise specifies or
requires or unless otherwise defined herein:

       "ADDITIONAL BORROWER" means an Additional Canadian Borrower or an
       Additional U.S. Borrower.

       "ADDITIONAL CANADIAN BORROWER" means any direct or indirect wholly-owned
       Subsidiary of Kinross Canada which (i) is incorporated, continued,
       amalgamated or otherwise created in accordance with and continues to be
       governed by the laws of Canada or any province thereof, (ii) is domiciled
       in Canada and (iii) has become a Borrower hereunder pursuant to Section
       11.1(bb).

       "ADDITIONAL GUARANTOR" means any direct or indirect Subsidiary of Kinross
       Canada (other than the Borrowers and the Non-Guaranteeing Subsidiaries)
       which has become a Guarantor pursuant to Section 11.1(aa).

<PAGE>

       "ADDITIONAL U.S. BORROWER" means any direct or indirect wholly-owned
       Subsidiary of Kinross Canada which (i) is incorporated, continued,
       organized or otherwise created in accordance with and continues to be
       governed by the laws of a state of the United States, (ii) is domiciled
       in the United States and (iii) has become a Borrower hereunder pursuant
       to Section 11.1(bb).

       "ADMINISTRATIVE AGENT" means The Bank of Nova Scotia, in its capacity as
       administrative agent of the Lenders, and any successor thereto pursuant
       to Section 14.12.

       "AFFILIATE" means an affiliated body corporate and, for the purposes of
       this agreement, (i) one body corporate is affiliated with another body
       corporate if one such body corporate is the Subsidiary of the other or
       both are Subsidiaries of the same body corporate or each of them is
       Controlled by the same Person and (ii) if two bodies corporate are
       affiliated with the same body corporate at the same time, they are deemed
       to be affiliated with each other; for greater certainty for the purposes
       of this definition, "body corporate" shall include a Canadian chartered
       bank.

       "ALTERNATE BASE RATE CANADA" means, at any particular time, the variable
       rate of interest per annum, calculated on the basis of a 360-day year,
       which is equal to the greater of (a) the Base Rate Canada at such time
       and (b) the aggregate of (i) the Federal Funds Effective Rate at such
       time and (ii) 1/2 of 1% per annum.

       "ALTERNATE BASE RATE NEW YORK" means, at any particular time, the
       variable rate of interest per annum, calculated on the basis of a 360-day
       year, which is equal to the greater of (a) the Base Rate New York at such
       time and (b) the aggregate of (i) the Federal Funds Effective Rate at
       such time and (ii) 1/2 of 1% per annum.

       "APPLICABLE RATE" means, for a particular Fiscal Quarter, the rate per
       annum used to determine the interest rate on various types of Loans, the
       rate used to calculate acceptance fees pursuant to Section 7.5, the rate
       used to calculate standby fees pursuant to Section 7.6 or the rate used
       to calculate Letter issuance fees pursuant to Section 7.7 by reference to
       the range in which the Leverage Ratio for the second immediately
       preceding Fiscal Quarter falls as set forth in Schedule J hereto,
       provided that (i) changes in the Applicable Rate shall be effective as
       set forth in Section 7.8, (ii) changes in the Applicable Rate shall
       apply, as at the effective dates of such changes, to Bankers'
       Acceptances, BA Rate Loans, LIBOR Loans and Letters outstanding on such
       dates, but only for those portions of applicable terms or Interest
       Periods, as the case may be, falling within those times during which the
       changes in the Applicable Rate are effective, as provided above. Up to
       and including the Fiscal Quarter ending September 30, 2003, the
       Applicable Rate indicated for Level 4 in Schedule J hereto shall apply.
       The Applicable Rate for the Fiscal Quarter commencing October 1, 2003
       shall be determined based upon the Leverage Ratio using the Net
       Indebtedness as at June 30, 2003 and Rolling OCF for the Fiscal Quarter
       ending June 30, 2003. The Applicable Rate for each subsequent Fiscal
       Quarter shall be determined based

<PAGE>

       upon the Leverage Ratio using Net Indebtedness and Rolling OCF having a
       similar one Fiscal Quarter lag.

       "AVAILABLE CREDIT" means, at any particular time, the amount, if any, by
       which the amount of the Credit Facility at such time (without giving
       effect to any temporary reduction in the availability of credit
       thereunder which is referred to in Section 3.1) exceeds the amount of
       credit outstanding under the Credit Facility at such time.

       "BA DISCOUNTED PROCEEDS" means, in respect of any Bankers' Acceptances to
       be accepted by a Canadian Lender on any day, an amount (rounded to the
       nearest whole cent and with one-half of one cent being rounded up)
       calculated on such day by multiplying:

       (a)    the aggregate face amount of such Bankers' Acceptances; by

       (b)    the amount determined by dividing one by the sum of one plus the
              product of:

              (i)    the BA Rate which is applicable to such Bankers' Acceptance
                     (expressed as a decimal); and

              (ii)   a fraction, the numerator of which is the number of days
                     remaining in the term of such Bankers' Acceptances and the
                     denominator of which is 365;

              with the amount as so determined being rounded up or down to the
              fifth decimal place and .000005 being rounded up.

       "BA PROCEEDS" means, with respect to a particular Bankers' Acceptance,
       the BA Discounted Proceeds with respect thereto less the aggregate amount
       of the acceptance fees in respect of such Bankers' Acceptance calculated
       in accordance with Section 7.5.

       "BA RATE" means:

       (a)    with respect to an issue of Bankers' Acceptances with the same
              maturity date to be accepted by a Schedule I Lender hereunder, the
              discount rate per annum, calculated on the basis of a year of 365
              days, (i) equal to, as determined by the Administrative Agent, the
              arithmetic average (rounded upwards to the nearest multiple of
              0.01%) of the discount rates that appear on the Reuters Screen
              CDOR Page at or about 10:00 a.m. (Toronto time) on the date of
              issue and acceptance of such Bankers' Acceptances, for bankers'
              acceptances having a comparable face value and an identical
              maturity date to the face value and maturity date of such issue of
              Bankers' Acceptances or (ii) if such Page does not appear, the
              discount rate per annum, calculated on the basis of a year of 365
              days, determined by the Administrative Agent as being the
              arithmetic average (rounded upwards to

<PAGE>

              the nearest multiple of 0.01%) of the discount rates of the
              Schedule I Reference Lenders determined in accordance with their
              normal practices at or about 10:00 a.m. (Toronto time) on the date
              of issue and acceptance of such Bankers' Acceptances, for bankers'
              acceptances having a comparable face value and an identical
              maturity date to the face value and maturity date of such issue of
              Bankers' Acceptances; and

       (b)    with respect to an issue of Bankers' Acceptances with the same
              maturity date to be accepted by a Schedule II Lender or a Schedule
              III Lender hereunder, the lesser of (i) the discount rate per
              annum, calculated on the basis of a year of 365 days, determined
              by the Administrative Agent as being the arithmetic average
              (rounded upwards to the nearest multiple of 0.01%) of the discount
              rates of the Schedule II and III Reference Lenders determined in
              accordance with their normal practices at or about 10:00 a.m.
              (Toronto time) on the date of issue and acceptance of such
              Bankers' Acceptances, for bankers' acceptances having a comparable
              face value and an identical maturity date to the face value and
              maturity date of such issue of Bankers' Acceptances and (ii) the
              BA Rate with respect to an issue of Bankers' Acceptances with the
              same maturity date to be accepted by a Schedule I Lender hereunder
              plus 0.1% per annum.

       "BA RATE LOAN" shall have the meaning ascribed thereto in Section 3.5.

       "BANKERS' ACCEPTANCE" means a bill of exchange subject to the BILLS OF
       EXCHANGE ACT (Canada) or a depository bill subject to the DEPOSITORY
       BILLS AND NOTES ACT (Canada) (a) drawn by a Canadian Borrower and
       accepted by a Canadian Lender, (b) denominated in Canadian dollars, (c)
       having a term to maturity of 30 to 180 days (subject to availability and
       the right of the Administrative Agent, in its discretion, to restrict the
       term or maturity dates applicable to Bankers' Acceptances), (d) issued
       and payable only in Canada and (e) having a face amount of not less than
       Cdn. $1,000,000 or an integral multiple of Cdn. $1,000 in excess thereof.

       "BANKING DAY" means any day, other than Saturday and Sunday, on which
       banks generally are open for business in Montreal, Quebec, Toronto,
       Ontario, New York, New York, and Atlanta, Georgia and when used in
       respect of LIBOR Loans, means any day other than a Saturday or Sunday on
       which banks generally are open for business in Montreal, Quebec, Toronto,
       Ontario, Atlanta, Georgia, New York, New York, and London, England and on
       which transactions can be carried on in the London interbank market.

       "BASE RATE CANADA" means the variable rate of interest per annum
       determined by the Administrative Agent from time to time as its base rate
       for United States dollar loans made by the Administrative Agent in Canada
       from time to time, being a variable per annum reference rate of interest
       adjusted automatically upon change by the Administrative Agent,
       calculated on the basis of a year of 365 or 366 days, as the case may be.

<PAGE>

       "BASE RATE CANADA LOAN" means monies lent by the Canadian Lenders to a
       Canadian Borrower hereunder in United States dollars and upon which
       interest accrues at a rate referable to the Alternate Base Rate Canada.

       "BASE RATE NEW YORK" means the variable rate of interest per annum
       determined by the Administrative Agent from time to time as its base rate
       for United States dollar loans made by the Administrative Agent in the
       United States from time to time, being a variable per annum reference
       rate of interest adjusted automatically upon change by the Administrative
       Agent, calculated on the basis of a year of 360 days.

       "BASE RATE NEW YORK LOAN" means monies lent by the U.S. Lenders to a U.S.
       Borrower and upon which interest accrues at a rate referable to the
       Alternate Base Rate New York.

       "BORROWER GUARANTEES" means the one or more guarantees to be entered into
       by the Borrowers in favour of the Administrative Agent, in form and
       substance satisfactory to the Co-Lead Arrangers and as the same may be
       amended, modified, supplemented or replaced from time to time, and
       pursuant to which each Borrower shall guarantee all of the Secured
       Obligations of each other Borrower to the extent they relate to the
       Secured Risk Management Agreements of such other Borrowers.

       "BORROWER INSTRUMENT OF ADHESION" means an instrument in the form set
       forth in Schedule M to be entered into by an Additional Borrower.

       "BORROWERS" means the Canadian Borrowers and the U.S. Borrowers and
       "BORROWER" means any of the Borrowers.

       "BRANCH OF ACCOUNT" means the Canadian Branch of Account in the case of a
       Canadian Borrower or the U.S. Branch of Account in the case of a U.S.
       Borrower.

       "CANADIAN BORROWERS" means Kinross Canada and each Additional Canadian
       Borrower and "CANADIAN BORROWER" means any of the Canadian Borrowers.

       "CANADIAN BRANCH OF ACCOUNT" means the Toronto main branch of the
       Administrative Agent located at Scotia Plaza, 44 King Street West,
       Toronto, Ontario, or such other branch of the Administrative Agent
       located in Canada as Kinross Canada and the Administrative Agent may
       agree upon.

       "CANADIAN DOLLAR EQUIVALENT" means the relevant Exchange Equivalent in
       Canadian dollars of any amount of United States dollars.

       "CANADIAN LENDERS" means the financial institutions set out and described
       as such in Schedule A as amended from time to time, each of which is
       resident in Canada for the purposes of the INCOME TAX ACT (Canada).

<PAGE>

       "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
       expenditures (whether paid in cash or accrued as liabilities and
       including in all events all amounts expended or capitalized under Capital
       Leases, but excluding any amount representing capitalized interest) by
       Kinross Canada on a consolidated basis during such period that, in
       conformity with generally accepted accounting principles, are or are
       required to be included as additions during such period to tangible fixed
       assets and other capital expenditures reflected in the consolidated cash
       flow statement of Kinross Canada, provided that the term "CAPITAL
       EXPENDITURES" shall not include (a) expenditures made in connection with
       the replacement, substitution or restoration of assets (i) to the extent
       financed from insurance proceeds paid on account of the loss of or damage
       to the assets being replaced or restored or (ii) to the extent funded
       with awards of compensation arising from the taking by eminent domain or
       condemnation of the assets being replaced, (b) the purchase price of
       equipment that is purchased simultaneously with the trade-in of existing
       equipment to the extent of the credit granted by the seller of such
       equipment for the equipment being traded in at such time, (c) the
       purchase price of tangible fixed assets and other capital expenditures
       made within 60 days of the sale of any asset to the extent purchased with
       the proceeds of such sale, (d) expenditures that constitute any part of
       rental expenses under operating leases for real or personal property or
       (e) any capital expenditures of any Greek, Russian and Zimbabwian
       Subsidiaries to the extent funded from cash flow from the operations of
       the Greek, Russian and Zimbabwian Subsidiaries.

       "CAPITAL LEASE", as applied to any Person, shall mean any lease of any
       property (whether real, personal or mixed) by that Person as lessee that,
       in conformity with generally accepted accounting principles, is, or is
       required to be, accounted for as a finance lease obligation on the
       balance sheet of that Person.

       "CASH EQUIVALENTS" means (i) United States dollars, (ii) Canadian
       dollars, (iii) securities issued or directly and fully guaranteed or
       insured by the United States or Canadian government or any agency or
       instrumentality thereof with maturities of 12 months or less from the
       date of acquisition, (iv) certificates of deposit, time deposits and
       eurodollar time deposits with maturities of one year or less from the
       date of acquisition, bankers' acceptances with maturities not exceeding
       one year and overnight bank deposits, in each case with any commercial
       bank incorporated in the United States or Canada having capital and
       surplus in excess of $500,000,000, (v) repurchase obligations for
       underlying securities of the types described in clauses (iii) and (iv)
       entered into with any financial institution meeting the qualifications
       specified in clause (iv) above, (vi) commercial paper rated A-1 or the
       equivalent thereof by Moody's or S&P and in each case maturing within one
       year after the date of acquisition, (vii) investment funds investing at
       least 95% of their assets in securities of the types described in clauses
       (i) to (vi) above and (viii) readily marketable direct obligations issued
       by any state of the United States or province of Canada or any political
       subdivision thereof having one of the two highest rating categories
       obtainable from either Moody's, S&P or Dominion Bond Rating Service with
       maturities of 24 months or less from the date of acquisition.

<PAGE>

       "CASH PROCEEDS OF REALIZATION" means the aggregate of (i) all Proceeds of
       Realization in the form of cash and (ii) all cash proceeds of the sale or
       disposition of non-cash Proceeds of Realization, in each case expressed
       in U.S. dollars.

       "CAYMAN PI" means Cayman Participacoes Inc., a corporation incorporated
       under the laws of the Cayman Islands.

       "CERCLA" means the COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
       LIABILITY ACT of 1980 of the United States, as amended by the SUPERFUND
       AMENDMENTS AND REAUTHORIZATION ACT and as further amended from time to
       time, and any successor statute and including all regulations issued
       under all such statutes.

       "CODE" means the INTERNAL REVENUE CODE of 1986 of the United States, as
       amended from time to time, and any successor statute and including all
       regulations issued under all such statutes.

       "CO-LEAD ARRANGERS" means The Bank of Nova Scotia and Societe Generale,
       in their capacity as co-lead arrangers of the Credit Facility.

       "COMEX" means the New York Mercantile Exchange.

       "COMBINATION" means the combination involving Kinross Canada, TVX Gold
       and EB Mines on the basis set forth in the Management Information
       Circular.

       "COMPANIES" means, without duplication, the Obligors and the Material
       Subsidiaries.

       "CONTAMINANT" means any contaminant, as defined by the EPA.

       "CONTROL" means, with respect to control of a body corporate by a Person,
       the holding (other than by way of security only) by or for the benefit of
       that Person, or Affiliates of that Person of securities of such body
       corporate or the right to vote or direct the voting of securities of such
       body corporate to which, in the aggregate, are attached more than 50% of
       the votes that may be cast to elect directors of the body corporate,
       provided that the votes attached to those securities are sufficient, if
       exercised, to elect a majority of the directors of the body corporate,
       and "CONTROLLED" shall have a similar meaning.

       "CONVERSION NOTICE" shall have the meaning ascribed thereto in Section
       6.4.

       "CREDIT DOCUMENTS" means this agreement, the Guarantees, the Borrower
       Guarantees, the Security Documents, the Environmental Indemnity
       Agreement, the Fee Letters, each Borrower Instrument of Adhesion and all
       instruments and agreements executed and delivered by the Obligors in
       favour of the Finance Parties from time to time in connection with this
       agreement or any other Credit Document, but specifically excluding
       Secured Risk Management Agreements.

<PAGE>

       "CREDIT EXCESS" means, as at a particular date, the amount, if any, by
       which the aggregate amount of credit outstanding under the Credit
       Facility as at the close of business on such date exceeds the Total
       Commitment Amount as at the close of business on such date.

       "CREDIT FACILITY" means the revolving credit facility established by the
       Lenders in favour of the Borrowers pursuant to Section 2.1.

       "DEFAULT" means any event which is or which, with the passage of time,
       the giving of notice or both, would be an Event of Default.

       "DESIGNATED ACCOUNT" means, with respect to transactions in a particular
       currency for a particular Borrower, the account of such Borrower
       maintained by the Administrative Agent at the relevant Branch of Account
       for the purposes of transactions in such currency under this agreement.

       "DISTRIBUTION" means:

       (a)    the declaration, payment or setting aside for payment of any
              dividend or other distribution on or in respect of any shares in
              the capital of a Company, other than a dividend declared, paid or
              set aside for payment by Kinross Canada which is payable in shares
              of Kinross Canada;

       (b)    the redemption, retraction, purchase, retirement or other
              acquisition, in whole or in part, of any shares in the capital of
              a Company or any securities, instruments or contractual rights
              capable of being converted into, exchanged or exercised for shares
              in the capital of a Company, including, without limitation,
              options, warrants, conversion or exchange privileges and similar
              rights; and

       (c)    the payment of interest or the repayment of principal with respect
              to any Indebtedness of a Company which is subordinated to the
              Secured Obligations.

       "$" denotes Canadian dollars or U.S. dollars as the context may permit.

       "DOMESTIC CASH" means cash (in the form of Canadian dollars or United
       States dollars) and Cash Equivalents which are located in Canada, the
       United States or the Cayman Islands, are owned by an Obligor and are
       Investment Account Collateral, provided that Domestic Cash located in the
       Cayman Islands must be on deposit with a financial institution acceptable
       to the Administrative Agent, acting reasonably.

       "DOMESTIC CASH BALANCE" means, at any particular time, the aggregate
       amount of all Domestic Cash at such time.

       "DRAFT" means any draft, bill of exchange, receipt, acceptance, demand or
       other request for payment drawn or issued under or in respect of a
       Letter.

<PAGE>

       "DRAWDOWN NOTICE" shall have the meaning ascribed thereto in Section 4.1.

       "EB INC." means Echo Bay Inc., a corporation incorporated under the laws
       of the State of Delaware.

       "EB MINES" means Echo Bay Mines Ltd., a corporation incorporated under
       the laws of Canada.

       "ENVIRONMENTAL INDEMNITY AGREEMENT" means the indemnity agreement to be
       entered into by the Borrowers and Melba Creek in favour of the
       Administrative Agent for the benefit of the Finance Parties, in form and
       substance satisfactory to the Administrative Agent and as the same may be
       amended, modified, supplemented or replaced from time to time.

       "ENVIRONMENTAL LAWS" means all applicable federal, state, provincial or
       local statutes, laws, ordinances, codes, rules, regulations, decrees and
       orders regulating, relating to or imposing liability or standards of
       conduct concerning public health or protection of the environment
       (including, without limitation, CERCLA, EPA and the SURFACE MINING
       CONTROL AND RECLAMATION ACT of 1977, as amended).

       "EPA" means the ENVIRONMENTAL PROTECTION ACT (Ontario), as amended from
       time to time, and any successor statute.

       "EQUITY" means, at any particular time, the amount which would, in
       accordance with generally accepted accounting principles, be classified
       on the consolidated balance sheet of Kinross Canada at such time as
       shareholders' equity of Kinross Canada.

       "ERISA" means the EMPLOYEE RETIREMENT INCOME SECURITY ACT of 1974 of the
       United States, as amended from time to time, and any successor statute
       and including all regulations issued under all such statutes.

       "ERISA AFFILIATE" shall mean any trade or business (whether or not
       incorporated) that is a member of a group of which any Borrower is a
       member and which group is treated as a single employer under Section
       414(b) or (c) of the Code or Section 4001 of ERISA.

       "ERISA COMPANIES" means the Borrowers and the ERISA Affiliates and "ERISA
       COMPANY" means any of the ERISA Companies.

       "EVENT OF DEFAULT" means any one of the events set forth in Section 13.1.

       "EXCHANGE EQUIVALENT" means, (A) for the purposes of Sections 3.7(c) or
       3.7(d), 6.1, 6.2 and 6.3, as of any particular time on any date, with
       reference to any amount (the "original amount") expressed in a particular
       currency (the "original currency"), the amount expressed in another
       currency which would be required to buy the original amount of the
       original currency using the quoted spot rates at which the principal
       office in Toronto of the Administrative Agent offers to

<PAGE>

       provide such other currency in exchange for such original currency at
       such time on such date; or (B) otherwise for the purposes of this
       agreement, as of any particular date, with reference to any amount (the
       "original amount") expressed in a particular currency (the "original
       currency"), the amount expressed in another currency which would be
       required to buy the original amount of the original currency using the
       quoted spot rates at which the principal office in Toronto of the
       Administrative Agent offers to provide such other currency in exchange
       for such original currency at 12:00 noon (Toronto time) on such date.

       "EXISTING CREDIT AGREEMENT" means the credit agreement made as of March
       8, 2000 between Kinross Canada, Kinross U.S.A. and Fairbanks U.S., as
       borrowers, the lenders named therein and The Bank of Nova Scotia, as
       administrative agent, as amended from time to time.

       "EXISTING LETTERS" means the letters of credit set out and identified as
       such in Schedule L hereto.

       "EXISTING MARGINED AGREEMENTS" shall have the meaning ascribed thereto in
       Section 11.2(g).

       "EXPLORATION EXPENDITURES" means, for any period, the aggregate of all
       exploration expenditures by Kinross Canada on a consolidated basis for
       such period that, in conformity with generally accepted accounting
       principles, are or are required to be reflected as such in the
       consolidated cash flow statement of Kinross Canada for such period.
       Notwithstanding the foregoing, "Exploration Expenditures" shall not
       include any exploration expenditures by any Greek, Russian and Zimbabwian
       Subsidiaries to the extent funded from cash flow from the operations of
       the Greek, Russian and Zimbabwian Subsidiaries.

       "EXPOSURE" means, with respect to a particular Finance Party at a
       particular time, the amount of the Secured Obligations owing to such
       Finance Party at such time, determined by such Finance Party in good
       faith in accordance with Section 14.19.

       "FEDERAL FUNDS EFFECTIVE RATE" means, for any particular day, the
       variable rate of interest per annum, calculated on the basis of a year of
       360 days and for the actual number of days elapsed, equal to the weighted
       average of the rates on overnight federal funds transactions with members
       of the Federal Reserve System arranged by Federal Funds brokers as
       published for such day (or, if such day is not a Banking Day, for the
       next preceding Banking Day) by the Federal Reserve Bank of New York or,
       for any Banking Day on which such rate is not so published by the Federal
       Reserve Bank of New York, the average of the quotations for such day for
       such transactions received by the Administrative Agent from three Federal
       Funds brokers of recognized standing selected by the Administrative
       Agent.

       "FEE LETTERS" means the fee letter dated December 2, 2002 between the
       Co-Lead Arrangers, Kinross Canada, Kinross U.S.A. and Fairbanks U.S. and
       the agency

<PAGE>

       fee letter dated December 2, 2002 between the Administrative Agent,
       Kinross Canada, Kinross U.S.A. and Fairbanks U.S., in each case as the
       same may be amended, modified, supplemented or replaced from time to
       time.

       "FINANCE DOCUMENTS" means the Credit Documents and the Secured Risk
       Management Agreements.

       "FINANCE PARTIES" means the Administrative Agent, the Lenders and the
       Qualified Risk Management Lenders.

       "FISCAL QUARTER" means any of the three-month periods ending on the last
       day of March, June, September and December in each Fiscal Year.

       "FISCAL YEAR" means the twelve-month period ending on the last day of
       December in each year.

       "FORT KNOX DEPOSIT" means the real property owned by Fairbanks U.S. and
       Melba Creek and described as such in Schedule O hereto, together with all
       buildings and structures therein and appurtenances thereto.

       "FORT KNOX MINE" means the gold mine located in central Alaska, 22 miles
       north of Fairbanks and, for certainty, includes the Fort Knox Deposit,
       True North Deposit and Ryan Lode Deposit.

       "F.R.S. BOARD" means the Board of Governors of the Federal Reserve System
       of the United States or any successor thereto.

       "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means generally accepted
       accounting principles in effect in Canada from time to time consistently
       applied, as recommended by the Handbook of the Canadian Institute of
       Chartered Accountants.

       "GLOBAL PRO RATA SHARE" means, at any particular time with respect to a
       particular Lender, the ratio of the Individual Commitment of such Lender
       at such time to the Total Commitment Amount at such time.

       "GOLD EQUIVALENT" means the gold ounces plus the gold equivalent of
       silver ounces, with silver ounces converted to gold ounces based upon the
       30 day trailing average spot gold and silver prices.

       "GREEK, RUSSIAN AND ZIMBABWIAN SUBSIDIARIES" means (i) TVX Hellas A.E.,
       Kinam Magadan Gold Corporation and Kinross Holdings Zimbabwe Limited (the
       "ORIGINAL GREEK, RUSSIAN AND ZIMBABWEAN SUBSIDIARIES"); and (ii) the
       existing and any future Subsidiaries of any of the Original Greek,
       Russian and Zimbabwean Subsidiaries.

       "GUARANTEES" means the one or more guarantees to be entered into by the
       Guarantors in favour of the Administrative Agent for the benefit of the
       Finance

<PAGE>

       Parties, each in form and substance satisfactory to the Administrative
       Agent, and pursuant to which each Guarantor shall guarantee all of the
       Secured Obligations of one or more of the Borrowers, as the same may be
       amended, modified, supplemented or replaced from time to time.

       "GUARANTEE OBLIGATION" of any Person (the "guaranteeing person") means
       any obligation of (a) the guaranteeing person or (b) another Person
       (including, without limitation, any bank under any letter of credit) to
       induce the creation of which the guaranteeing person has issued a
       reimbursement, counterindemnity or similar obligation, in either case
       guaranteeing or in effect guaranteeing any Indebtedness, leases,
       dividends or other obligations (the "primary obligations") of any other
       third Person (the "primary obligor") in any manner, whether directly or
       indirectly, including, without limitation, any obligation of the
       guaranteeing person, whether or not contingent, (i) to purchase any such
       primary obligation or any property constituting direct or indirect
       security therefor, (ii) to advance or supply funds (1) for the purchase
       or payment of any such primary obligation or (2) to maintain working
       capital or equity capital of the primary obligor or otherwise to maintain
       the net worth or solvency of the primary obligor, (iii) to purchase
       property, securities or services primarily for the purpose of assuring
       the owner of any such primary obligation of the ability of the primary
       obligor to make payment of such primary obligation or (iv) otherwise to
       assure or hold harmless the owner of any such primary obligation against
       loss in respect thereof; provided, however, that the term Guarantee
       Obligation shall not include endorsements of instruments for deposit or
       collection in the ordinary course of business. The amount of any
       Guarantee Obligation of any guaranteeing person shall be deemed to be the
       lower of (a) an amount equal to the stated or determinable amount of the
       primary obligation in respect of which such Guarantee Obligation is made
       and (b) the maximum amount for which such guaranteeing person may be
       liable pursuant to the terms of the instrument embodying such Guarantee
       Obligation, unless such primary obligation and the maximum amount for
       which such guaranteeing person may be liable are not stated or
       determinable, in which case the amount of such Guarantee Obligation shall
       be such guaranteeing person's maximum reasonably anticipated liability in
       respect thereof as determined by Kinross Canada in good faith.

       "GUARANTORS" means Kinam Canada, Kinam Gold, Melba Creek, EB Mines, EB
       Inc., TVX Gold, TVX Cayman, Newinco, TVX Newmont, TVX Newmont Holdings,
       Normandy Cayman, Miicre, Macaines, IGM, Cayman PI and each Additional
       Guarantor and "GUARANTOR" means any of the Guarantors.

       "HAZARDOUS MATERIALS" means:

       (a)    any "hazardous substance", as defined by CERCLA;

       (b)    any "hazardous waste", as defined by the RESOURCE CONSERVATION AND
              RECOVERY ACT of the United States, as amended from time to time,
              or any successor statute;

<PAGE>

       (c)    any petroleum product, asbestos, polychlorinated biphenyl (PCB),
              natural gas, natural gas liquids, liquified natural gas or
              synthetic gas usable for fuel;

       (d)    any material defined as "hazardous waste" pursuant to 40 Code of
              Federal Regulations Part 261 or any "hazardous chemical" as
              defined pursuant to 29 Code of Federal Regulations Part 1910; or

       (e)    any pollutant or contaminant or hazardous or toxic chemical,
              material or substance within the meaning of any applicable
              federal, state, provincial or local law, regulation, ordinance or
              requirement (including consent decrees and administrative orders)
              relating to or imposing liability or standards of conduct
              concerning any hazardous or toxic waste, substance or material or
              concerning the environment or public health, all as in effect on
              the applicable date.

       "HEDGING AGREEMENT" means any Risk Management Agreement which constitutes
       any gold, silver or commodity hedging transaction, spot or forward
       foreign exchange transaction, interest rate swap transaction, currency
       swap transaction, forward rate transaction, rate cap transaction, rate
       floor transaction, rate collar transaction, and any other exchange or
       rate protection transaction, any combination of such transactions or any
       option with respect to any such transaction entered into by any Borrower.

       "IGM" means International Gold Mining, a corporation incorporated under
       the laws of the Cayman Islands.

       "INDEBTEDNESS" of any Person means, without duplication, (i) indebtedness
       of such Person for borrowed money or for the deferred purchase price of
       property and services, other than trade payables incurred in the ordinary
       course of business and payable in accordance with customary practices,
       (ii) other indebtedness of such Person which is evidenced by a note,
       bond, debenture or similar instrument, (iii) obligations of such Person
       under any Capital Lease (iv) contingent obligations of such Person in
       respect of any letter of credit, bank guarantee or surety bond, (v) to
       the extent accelerated, obligations of any Person under any gold, silver
       or commodity hedging transaction, spot or forward foreign exchange
       transaction, interest rate swap transaction, currency swap transaction,
       forward rate transaction, rate cap transaction, rate floor transaction,
       rate collar transaction, any other exchange or rate protection, any
       combination of such transactions or any option with respect to any such
       transaction, and (vi) the contingent obligations of such Person under any
       guarantee or other agreement assuring payment of any obligations of any
       Person of the type described in the foregoing clauses (i) to (v).

       "INDEPENDENT ENGINEERS" means AMEC Mining & Metal Consultants, Roscoe
       Postle Associates Inc. and SENES Consultants Limited.

<PAGE>

       "INDIVIDUAL COMMITMENT" means, with respect to a particular Lender, the
       amount set forth in Schedule A attached hereto, as reduced or amended
       from time to time pursuant to Sections 2.3, 8.3 and 15.5 as the
       individual commitment of such Lender with respect to the Credit Facility
       or as adjusted pursuant to Section 3.10, provided that, upon the
       termination of the Credit Facility pursuant to Section 2.4, the
       Individual Commitment of each Lender with respect to the Credit Facility
       shall thereafter be equal to the Individual Commitment of such Lender
       under the Credit Facility immediately prior to the termination of the
       Credit Facility.

       "INDUSTRIAL REVENUE BONDS" means the revenue bonds in the initial amount
       of U.S.$71,000,000 issued by Alaska Industrial Development and Export
       Authority at the request of Fairbanks U.S.

       "INTEREST COVERAGE RATIO" means, for any Fiscal Quarter, the ratio of (i)
       Rolling OCF for such Fiscal Quarter to (ii) Rolling Interest Expenses for
       such Fiscal Quarter.

       "INTEREST EXPENSES" means, for any particular period, the amount which
       would, in accordance with generally accepted accounting principles, be
       classified on the consolidated income statement of Kinross Canada for
       such period as gross interest expenses (including, for greater certainty,
       issuance fees with respect to letters of credit and stamping fees with
       respect to bankers' acceptances).

       "INTEREST PERIOD" means, in the case of any LIBOR Loan, the applicable
       period for which interest on such LIBOR Loan shall be calculated pursuant
       to Article 7.

       "INVESTMENT" shall mean any advance, loan, extension of credit or capital
       contribution to, purchase of Shares, bonds, notes, debentures or other
       securities of, purchase of assets or business unit of, or any other
       investment made in, any Person. The amount of any Investment shall be the
       original principal or capital amount thereof less all returns of
       principal or equity, or distributions or dividends paid, thereon and
       shall, if made by the transfer or exchange of property other than cash,
       be deemed to have been made in an original principal or capital amount
       equal to the fair value of such property at the time of such Investment,
       as determined in good faith by Kinross Canada.

       "INVESTMENT ACCOUNT" means, with respect to a particular Obligor, any
       bank account or investment account now or hereafter maintained by such
       Obligor with the Administrative Agent or any other financial institution
       and provided that:

       (a)    such Obligor has pledged with the Administrative Agent and granted
              to the Administrative Agent a security interest in all of its
              Investment Account Collateral pursuant to a pledge agreement, in
              form and substance satisfactory to all of the Lenders, as
              continuing collateral security for the Secured Obligations of such
              Obligor; and

<PAGE>

       (b)    if such account is maintained with a financial institution other
              than the Administrative Agent, such Obligor shall have provided to
              the Administrative Agent, in form and substance satisfactory to
              the Administrative Agent, an instrument of such financial
              institution (i) acknowledging that a security interest in the
              Investment Account Collateral has been granted to the
              Administrative Agent and confirming that no such security interest
              has been granted to such financial institution, (ii) agreeing not
              to exercise any right of set off against such account, (iii)
              agreeing to provide the Administrative Agent, upon request, with
              information as to the amount on deposit in such accounts and any
              investments thereof, (iv) agreeing not to permit withdrawals from
              such account if so notified by the Administrative Agent and (v)
              agreeing to deliver up the Investment Account Collateral to the
              Administrative Agent upon notice from the Administrative Agent
              that the security therein is enforceable.

       "INVESTMENT ACCOUNT COLLATERAL" means, with respect to a particular
       Obligor, all cash (in the form of Canadian dollars or United States
       dollars) and Permitted Portfolio Investments on deposit from time to time
       in all Investment Accounts of such Obligor.

       "IRB LOAN AGREEMENTS" means the loan agreements dated as of May 1, 1997
       between Fairbanks U.S. and the Alaska Industrial Development and Export
       Authority and pursuant to which the Alaska Industrial Development and
       Export Authority advanced monies to Fairbanks U.S. to finance the cost of
       acquisition, purchase, construction, improvement and equipping of the
       Project (as defined therein).

       "ISSUING LENDER" means The Bank of Nova Scotia or any other Lender
       selected by the Administrative Agent and acceptable to the Borrowers who
       assumes in writing the obligation of issuing Letters under the Credit
       Facility on behalf of the Lenders.

       "JV ACQUISITION" means the purchase by TVX Gold and a subsidiary of TVX
       Gold of the indirect interest of Newmont Mining Corporation in the TVX NA
       Joint Venture on the basis described in the Management Information
       Circular.

       "KINAM CANADA" means Kinam (B.C.) Ltd., a corporation incorporated under
       the laws of the Province of British Columbia.

       "KINAM GOLD" means Kinam Gold Inc., a corporation incorporated under the
       laws of the State of Nevada.

       "KINAM REFUGIO" means Kinam Refugio Inc., a corporation incorporated
       under the laws of the State of Delaware.

       "LENDERS" means, collectively, the Canadian Lenders and the U.S. Lenders
       and "LENDER" shall mean any U.S. Lender or any financial institution
       which, together

<PAGE>

       with its Affiliate or its separately domiciled branch, agency or lending
       office, constitutes a Canadian Lender and a U.S. Lender, and, after the
       Termination Date, "Lender" shall mean each Person that was a Lender
       immediately prior to the Termination Date but only for so long as such
       Person is a Qualified Risk Management Lender.

       "LETTERS" means:

       (a)    standby letters of credit or letters of guarantee issued by the
              Issuing Lender (i) at the request, and on the credit, of a
              Canadian Borrower and (ii) on behalf of such Canadian Borrower
              and, if applicable, a Subsidiary of such Canadian Borrower, each
              being denominated in Canadian dollars or United States dollars,
              having a term of not more than one year, being renewable in the
              sole discretion of the Issuing Lender, being issued to a named
              beneficiary acceptable to the Issuing Lender and being otherwise
              in a form satisfactory to the Issuing Lender; and

       (b)    standby letters of credit issued by the Issuing Lender (i) at the
              request, and on the credit, of a U.S. Borrower and (ii) on behalf
              of such U.S. Borrower and, if applicable, a Subsidiary of such
              U.S. Borrower, each being denominated in United States dollars,
              having a term of not more than one year, being renewable in the
              sole discretion of the Issuing Lender, being issued to a named
              beneficiary acceptable to the Issuing Lender and being otherwise
              in a form satisfactory to the Issuing Lender.

       "LEVERAGE RATIO" means, for any Fiscal Quarter, the ratio of (i) Net
       Indebtedness at the last day of such Fiscal Quarter to (ii) Rolling OCF
       for such Fiscal Quarter.

       "LIBOR LOAN" means monies lent by the Canadian Lenders to a Canadian
       Borrower in United States dollars and upon which interest accrues at a
       rate referable to LIBOR or monies lent by the U.S. Lenders to a U.S.
       Borrower in United States dollars and upon which interest accrues at a
       rate referable to LIBOR (Reserve Adjusted).

       "LIBOR" means the rate of interest per annum, calculated on the basis of
       a year of 360 days, determined by the Administrative Agent for a
       particular Interest Period to be the rate of interest per annum that
       appears as such on the Telerate Screen Page 3750 at 11:00 a.m. (London
       time) on the second Banking Day prior to the commencement of such
       Interest Period.

       "LIBOR (RESERVE ADJUSTED)" means, for a particular Interest Period, the
       rate per annum, calculated on the basis of a year of 360 days, determined
       pursuant to the following formula (and rounded up to the nearest 1/16 of
       1%):

              LIBOR (Reserve Adjusted) =      LIBOR for such Interest Period
                                         ---------------------------------------
                                          1 - LIBOR Reserve Percentage for such
                                              Interest Period

<PAGE>

       LIBOR (Reserve Adjusted) for any Interest Period for LIBOR Loans will be
       determined by the Administrative Agent on the basis of the LIBOR Reserve
       Percentage in effect on, and the applicable rates furnished to and
       received by the Administrative Agent, two Banking Days before the first
       day of such Interest Period.

       "LIBOR RESERVE PERCENTAGE" means, for a particular Interest Period, the
       reserve percentage (expressed as a decimal) equal to the maximum
       aggregate reserve requirements (including all basic, emergency,
       supplemental, marginal and other reserves and taking into account any
       transitional adjustments or other scheduled changes in reserve
       requirements) specified under regulations issued from time to time by the
       F.R.S. Board and then applicable to assets or liabilities consisting of
       and including "Eurocurrency Liabilities", as currently defined in
       Regulation D of the F.R.S. Board, having a term approximately equal or
       comparable to such Interest Period.

       "LIEN" means any deed of trust, mortgage, charge, hypothec, assignment,
       pledge, lien, vendor's privilege, vendor's right of reclamation or other
       security interest or encumbrance of whatever kind or nature, regardless
       of form and whether consensual or arising by law (statutory or
       otherwise), that secures the payment of any indebtedness or liability or
       the observance or performance of any obligation (including any agreement
       to give any of the foregoing and any filing of or agreement to give any
       financing statement under the UCC, the PPSA or any similar action under
       any similar law of any other jurisdiction).

       "LOANS" means Prime Rate Loans, BA Rate Loans, Base Rate Canada Loans,
       Base Rate New York Loans and LIBOR Loans.

       "MACAINES" means Macaines Mining Properties Ltd., a corporation
       incorporated under the laws of the Cayman Islands.

       "MAJORITY LENDERS" means, at any particular time up to the termination of
       the Credit Facility pursuant to Section 2.4, such group of Lenders (and,
       if there is more than one Lender, at least two Lenders) whose Individual
       Commitments aggregate at least two-thirds of the Total Commitment Amount
       at such time and, at any particular time after the termination of the
       Credit Facility pursuant to Section 2.4 until the Termination Date, such
       group of Lenders which have, in the aggregate, extended credit which is
       outstanding hereunder in an amount at least two-thirds of the aggregate
       amount of credit outstanding hereunder at such time after giving effect
       to all necessary adjustments pursuant to Section 14.16 and, at any
       particular time after the Termination Date, such group of Lenders which
       have aggregate Exposure in an amount at least two-thirds of the aggregate
       Exposure of all of the Lenders at such time.

       "MANAGEMENT INFORMATION CIRCULAR" means the Management Information
       Circular dated December 20, 2002 and any supplement thereto accompanying
       the

<PAGE>

       notice of special meeting of the shareholders of each of Kinross Canada,
       TVX Gold and EB Mines.

       "MANTOS" means Compania Minera Mantos de Oro, a corporation incorporated
       under the laws of Chile.

       "MATERIAL ADVERSE CHANGE" means any change of circumstances or event (or
       any Lender becoming aware of any facts not previously disclosed or known)
       which the Majority Lenders determine is reasonably likely to have a
       Material Adverse Effect.

       "MATERIAL ADVERSE EFFECT" means a material adverse effect (or a series of
       adverse effects, none of which is material in and of itself but which,
       cumulatively, result in a material adverse effect) on the business,
       property, assets, liabilities, conditions (financial or otherwise) or
       prospects of the Obligors taken as a whole since December 31, 2001, on
       the ability of any Obligor to perform its material obligations under any
       Finance Document or on the ability of any Finance Party to enforce any of
       such obligations. The Lenders acknowledge and agree that, provided and so
       long as the obligations of the Greek, Russian and Zimbabwian Subsidiaries
       are non-recourse to the Companies, no event or circumstance affecting any
       of the Greek, Russian or Zimbabwian Subsidiaries, including any
       bankruptcy or insolvency thereof, would or could reasonably be expected
       to result in a Material Adverse Effect.

       "MATERIAL CONTRACTS" means the contracts listed in Schedule S.

       "MATERIAL SUBSIDIARIES" means, without duplication, the Borrowers (other
       than Kinross Canada), the Guarantors and the Significant Material
       Subsidiaries.

       "MATURITY DATE" means December 31, 2005, as the same may be extended from
       time to time pursuant to Section 9.2.

       "MELBA CREEK" means Melba Creek Mining, Inc., a corporation incorporated
       under the laws of the State of Alaska.

       "MIICRE" means Miicre Mining Investments Ltd., a corporation incorporated
       under the laws of the Cayman Islands.

       "MINE OWNERS" means Mantos, Rio Paracatu Mineracao S.A. and Mineracao
       Serra Grande S.A. and "MINE OWNER" means any of the Mine Owners.

       "MONTANA" means Montana Participacoes Ltda., a corporation incorporated
       under the laws of Brazil.

       "MOODY'S" means Moody's Investors Service, Inc. or any successor by
       merger or consolidation to its business.

<PAGE>

       "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined in
       Section 4001(a)(3) of ERISA to which any ERISA Company is making or
       accruing an obligation to make contributions, or has within any of the
       preceding five plan years made or accrued an obligation to make
       contributions.

       "NET INCOME" means, for any particular period, the amount which would, in
       accordance with generally accepted accounting principles, be classified
       on the consolidated income statement of Kinross Canada for such period as
       the net income of Kinross Canada excluding any extraordinary items.

       "NET INDEBTEDNESS" means, at any particular time, Total Indebtedness at
       such time less the Domestic Cash Balance at such time.

       "NEWINCO" means Cayman Newinco Inc., a corporation incorporated under the
       laws of the Cayman Islands.

       "NEWINCO BRAZIL" means Newinco Comercia e Participacoes Ltda., a
       corporation incorporated under the laws of Brazil.

       "NON-CORE ASSETS" means the assets of the Companies listed in Schedule R.

       "NON-GUARANTEEING SUBSIDIARIES" means all of the Subsidiaries of Kinross
       Canada which are not Obligors as of the date hereof (to the extent not
       subsequently becoming a Significant Material Subsidiary) and any future
       Subsidiaries of Kinross Canada which are designated as Non-Guaranteeing
       Subsidiaries in writing by the Majority Lenders.

       "NON-RECOURSE INDEBTEDNESS" means Indebtedness of any Subsidiary, direct
       or indirect, of Kinross Canada (other than the Material Subsidiaries)
       with respect to which no recourse may be had in any way to the Companies.

       "NON-RECOURSE SUBSIDIARIES" means any Subsidiary, direct or indirect, of
       Kinross Canada that has any Non-Recourse Indebtedness.

       "NORMANDY CAYMAN" means Normandy Cayman Holdco Inc., a corporation
       incorporated under the laws of the Cayman Islands.

       "OBLIGORS" means the Borrowers and the Guarantors.

       "OCF" means, for any particular Fiscal Quarter, Net Income for such
       Fiscal Quarter plus, to the extent deducted in determining Net Income,
       the aggregate of

       (a)    Interest Expenses for such Fiscal Quarter;

       (b)    consolidated income tax expenses of Kinross Canada for such Fiscal
              Quarter; and

<PAGE>

       (c)    consolidated depreciation and amortization expenses and other
              non-cash expenses of Kinross Canada for such Fiscal Quarter.

       The calculation of OCF shall be adjusted for non-cash revenues and
       expenses of Kinross Canada on a consolidated basis including, without
       limitation, deferred revenue and the difference between accrued and cash
       reclamation costs. In calculating OCF, there shall be excluded any
       portion thereof that is attributable to the Companies' operations in
       Russia until such time as the Lenders determine, in their sole and
       absolute discretion, that the political and investment situation in
       Russia is stable or other than such portion of OCF which is received by
       the Borrowers as Domestic Cash.

       "OFFICIAL BODY" means any national government or government of any
       political subdivision thereof, or any agency, authority, board, central
       bank, monetary authority, commission, department or instrumentality
       thereof, or any court, tribunal, grand jury, mediator, arbitrator or
       referee, whether foreign or domestic.

       "ORDER" means an order, judgment, injunction or other determination
       restricting payment by the Issuing Lender under or in accordance with a
       Letter or extending the Issuing Lender's liability beyond the expiration
       date stated therein.

       "PBGC" means Pension Benefit Guaranty Corporation.

       "PERMITTED DEBENTURES" means the 5.5% convertible unsecured subordinated
       debentures of Kinross Canada maturing December 6, 2006.

       "PERMITTED INDEBTEDNESS" means any one or more of the following:

       (a)    the Secured Obligations;

       (b)    Indebtedness between the Companies provided that Section 11.1(u)
              has been complied with;

       (c)    Indebtedness arising under Capital Leases and Purchase Money
              Indebtedness provided that the aggregate amount of such
              Indebtedness incurred and outstanding at any time shall not exceed
              U.S.$40,000,000;

       (d)    Indebtedness in respect of Hedging Agreements otherwise not
              prohibited hereunder and incurred in the ordinary course of
              business;

       (e)    trade payables and other accrued liabilities incurred in the
              ordinary course of business and payable in accordance with
              customary practices;

       (f)    Indebtedness of Fairbanks U.S. under the IRB Loan Agreements;

       (g)    the Permitted Debentures;

       (h)    Permitted Temporary LC Indebtedness;

<PAGE>

       (i)    Non-Recourse Indebtedness; and

       (j)    any other Indebtedness provided that the aggregate amount of such
              other Indebtedness incurred and outstanding at any time shall not
              exceed U.S. $10,000,000.

       "PERMITTED LIENS" means any one or more of the following with respect to
       the property and assets of the Companies:

       (a)    Liens for taxes, assessments or governmental charges or levies not
              at the time due or delinquent 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 generally
              accepted accounting principles so long as forfeiture of any part
              of such property or assets will not result from the failure to pay
              such taxes, assessments or governmental charges or levies during
              the period of such contest;

       (b)    the Lien of any judgment rendered or the Lien of any claim filed
              which is being contested in good faith by appropriate proceedings
              and as to which reserves are being maintained in accordance with
              generally accepted accounting principles so long as forfeiture of
              any part of such property or assets will not result from the
              failure to satisfy such judgment or claim during the period of
              such contest;

       (c)    undetermined or inchoate Liens and charges incidental to
              construction or current operations which have not at such time
              been filed pursuant to law or which relate to obligations not due
              or delinquent;

       (d)    restrictions, easements, rights-of-way, servitudes or other
              similar rights in land granted to or reserved by other persons
              which in the aggregate do not materially impair the usefulness, in
              the operation of the business of any Company, of the property
              subject to such restrictions, easements, rights-of-way, servitudes
              or other similar rights in land granted to or reserved by other
              persons;

       (e)    the right reserved to or vested in any municipality or
              governmental or other public authority by the terms of any lease,
              licence, franchise, grant or permit acquired by any Company or by
              any statutory provision, to terminate any such lease, licence,
              franchise, grant or permit, or to require annual or other payments
              as a condition to the continuance thereof;

       (f)    the Lien resulting from the deposit of cash or securities (i) in
              connection with contracts, tenders or expropriation proceedings,
              or (ii) to secure workers' compensation, surety or appeal bonds,
              costs of litigation when required by law and public and statutory
              obligations, or (iii) in connection with the discharge of Liens or
              claims incidental to construction and mechanics', warehouseman's,
              carriers' and other similar liens;

<PAGE>

       (g)    security given to a public utility or any municipality or
              governmental or other public authority when required by such
              utility or other authority in connection with the operations of
              any Company, all in the ordinary course of business;

       (h)    the reservations, limitations, provisos and conditions, if any,
              expressed in any original grants from the Crown or in comparable
              grants, if any, in jurisdictions other than Canada;

       (i)    title defects or irregularities which are of a minor nature and in
              the aggregate will not materially impair the use of the property
              for the purpose for which it is held;

       (j)    applicable municipal and other governmental restrictions affecting
              the use of land or the nature of any structures which may be
              erected thereon, provided such restrictions have been complied
              with and will not materially impair the use of the property for
              the purpose for which it is held;

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

       (l)    any other Lien satisfaction of which has been provided for by
              deposit in escrow of cash or a surety bond in an amount not
              exceeding $2,000,000 at any time;

       (m)    Liens to secure Non-Recourse Indebtedness provided that the assets
              thereby encumbered are not related to mines that have commenced
              operation as at the date hereof;

       (n)    Liens securing Indebtedness arising under Capital Leases and
              Purchase Money Indebtedness to the extent such Indebtedness is
              Permitted Indebtedness;

       (o)    royalties on the production or profits from mining which are in
              existence on the date hereof or are granted or assumed on property
              hereafter acquired in accordance with the terms hereof;

       (p)    Liens securing Permitted Temporary LC Indebtedness;

       (q)    Liens set out in the title opinions referred to in Section
              12.2(c)(ix) to the extent approved in writing by the
              Administrative Agent;

       (r)    Liens granted pursuant to the Security Documents; and

<PAGE>

       (s)    the extension, renewal or refinancing of any Permitted Lien,
              provided that the amount so secured does not exceed the original
              amount secured immediately prior to such extension, renewal or
              refinancing and the Lien is not extended to any additional
              property.

       "PERMITTED PORTFOLIO INVESTMENTS" means Cash Equivalents and short-term
       portfolio investments made in accordance with the then current investment
       policy of the Board of Directors of Kinross Canada or otherwise
       acceptable to the Administrative Agent.

       "PERMITTED TEMPORARY L/C INDEBTEDNESS" means Indebtedness in respect of
       the existing letters of credit and surety bonds issued for the credit of
       the Obligors, other than the Existing Letters (such letters of credit and
       surety bonds being herein called the "Temporary Letters").

       "PERSON" means any natural person, corporation, firm, partnership, joint
       venture, joint stock company, incorporated or unincorporated association,
       government, governmental agency or any other entity, whether acting in an
       individual, fiduciary or other capacity.

       "PLAN" shall mean any pension plan (other than a Multiemployer Plan)
       subject to the provisions of Title IV of ERISA which is maintained for
       employees of any ERISA Company.

       "PLEDGED SUBSIDIARIES" means those Subsidiaries of Kinross Canada the
       Shares of which are pledged to the Administrative Agent pursuant to a
       Security Document.

       "PPSA" means the PERSONAL PROPERTY SECURITY ACT (Ontario), as amended.

       "POLLUTANT" means any pollutant, as defined by EPA.

       "POSTPONEMENT AND SUBORDINATION UNDERTAKING" means the postponement and
       subordination undertaking to be entered into by the Subsidiaries of
       Kinross Canada (other than the Obligors) in favour of the Administrative
       Agent pursuant to Section 11.1(u), in form and substance satisfactory to
       the Administrative Agent as the same may be amended, modified,
       supplemented or replaced from time to time.

       "PREPAYMENT NOTICE" shall have the meaning ascribed thereto in Section
       9.4.

       "PRIME RATE" means the greater of (a) the variable rate of interest per
       annum equal to the rate of interest determined by the Administrative
       Agent from time to time as its prime rate of Canadian dollar loans made
       by the Administrative Agent in Canada from time to time, being a variable
       per annum reference rate of interest adjusted automatically upon change
       by the Administrative Agent calculated on the basis of a year of 365 days
       and (b) the sum of (A) the BA Rate for a Schedule I Lender for a

<PAGE>

       30 day term on the date of determination and (B) 5/8 of 1% per annum.

       "PRIME RATE LOANS" means monies lent by the Canadian Lenders to a
       Canadian Borrower hereunder in Canadian dollars and upon which interest
       accrues at a rate referable to the Prime Rate.

       "PROCEEDS OF REALIZATION" means all cash and non-cash proceeds derived
       from any sale, disposition or other realization of the Secured Assets (i)
       after any notice by the Administrative Agent to the Borrowers pursuant to
       Section 13.1 declaring all indebtedness of the Borrowers hereunder to be
       immediately due and payable, (ii) upon any dissolution, liquidation,
       winding-up, reorganization, bankruptcy, insolvency or receivership of any
       of the Obligors (or any other arrangement or marshalling of the Secured
       Assets that is similar thereto) or (iii) upon the enforcement of, or any
       action taken with respect to, any of the Security Documents, Guarantees
       or Borrower Guarantees. For greater certainty, prior to the Security
       becoming enforceable (x) insurance proceeds derived as a result of the
       loss or destruction of any of the Secured Assets or (y) cash or non-cash
       proceeds derived from any expropriation or other condemnation of any of
       the Secured Assets shall not constitute Proceeds of Realization.

       "PROJECTED PRODUCTION" means, as at the last day of any calendar month,
       the aggregate projected production (consistent with the assumptions
       contained in the annual budget delivered pursuant to Section
       11.1(a)(vi)), expressed in ounces of gold, from the mines owned directly
       or indirectly by the Obligors for the next 18 months.

       "PROJECTED REALIZED PRICE" means, as at the last day of any calendar
       month and with respect to the applicable Projected Production, the
       average expected sale price per ounce of gold of such Projected
       Production, where

       (x)    unhedged Projected Production is calculated at the trailing 30-day
              average COMEX, first position closing price per ounce of gold; and

       (y)    hedged Projected Production is calculated at the hedged price per
              ounce of gold determined in accordance with customary industry
              standards.

       For certainty, only hedged Projected Production which has been allocated
       for delivery within the relevant 18 month period shall be included in the
       calculation of Projected Realized Price.

       "PRO RATA SHARE" means, at any particular time:

       (a)    with respect to a particular Canadian Lender, the ratio of the
              Individual Commitment of the Lender which includes such Canadian
              Lender at such time to the aggregate of the Individual Commitments
              of all Lenders which include a Canadian Lender at such time; and

<PAGE>

       (b)    with respect to a particular U.S. Lender, the Global Pro Rata
              Share of the Lender which includes such U.S. Lender at such time;

       except as otherwise provided in Section 3.10.

       "PURCHASE MONEY INDEBTEDNESS" means Indebtedness assumed by any Company
       as part of, or issued or incurred by any Company to pay or provide funds
       to pay, all or a part of the purchase price of any equipment hereafter or
       previously acquired by such Company.

       "QUALIFIED RISK MANAGEMENT LENDER" means any Person that enters into a
       Risk Management Agreement at a time when such Person is a Lender,
       provided that such Person ceases to be a Qualified Risk Management Lender
       if and when:

       (a)    such Person sells all of its rights and obligations under the
              Credit Documents prior to the Termination Date; or

       (b)    the Termination Date and the Maturity Date have both occurred.

       "RECEIVER" means a receiver, receiver and manager or other person having
       similar powers or authority appointed by the Administrative Agent or by a
       court at the instance of the Administrative Agent in respect of the
       Secured Assets or any part thereof.

       "RELEASE" means a "release", as such term is defined in CERCLA.

       "RESERVES" means, at any particular time, the aggregate proven and
       probable recoverable reserves of gold and silver to the extent of the
       interest of the Obligors therein expressed in Gold Equivalent at mines
       then in production (other than those located in Russia, Greece or
       Zimbabwe) and otherwise acceptable to the Administrative Agent, acting
       reasonably. For purposes of greater certainty, (x) recoverable reserves
       shall be based upon the Fiscal Year end recoverable reserves as reported
       by Kinross Canada to the Administrative Agent but may include additional
       recoverable reserves which have been added subsequent to such Fiscal Year
       end to the extent acceptable to the Majority Lenders, acting reasonably,
       (y) recoverable reserves shall be decreased by the ounces of gold and
       silver that form part of such recoverable reserves that have been
       actually mined since the beginning of the subsequent Fiscal Year until
       the time of determination, and (z) the recovery factor applied in
       calculating recoverable reserves must be acceptable to the Majority
       Lenders, acting reasonably.

       "RISK MANAGEMENT AGREEMENTS" means any present or future swap, hedging,
       foreign exchange or cash management agreement or other derivative
       transaction entered in by any Borrower.

       "ROLLING INTEREST EXPENSES" means:

<PAGE>

       (a)    for the Fiscal Quarter ending June 30, 2003, Interest Expenses for
              such Fiscal Quarter multiplied by four;

       (b)    for the Fiscal Quarter ending September 30, 2003, Interest
              Expenses for such Fiscal Quarter and the immediately preceding
              Fiscal Quarter multiplied by two;

       (c)    for the Fiscal Quarter ending December 31, 2003, Interest Expenses
              for such Fiscal Quarter and the two immediately preceding Fiscal
              Quarters multiplied by 4/3; and

       (d)    for each Fiscal Quarter thereafter, Interest Expenses for such
              Fiscal Quarter and the three immediately preceding Fiscal
              Quarters.

       "ROLLING OCF" means:

       (a)    for the Fiscal Quarter ending June 30, 2003, OCF for such Fiscal
              Quarter multiplied by four;

       (b)    for the Fiscal Quarter ending September 30, 2003, OCF for such
              Fiscal Quarter and the immediately preceding Fiscal Quarter
              multiplied by two;

       (c)    for the Fiscal Quarter ending December 31, 2003, OCF for such
              Fiscal Quarter and the two immediately preceding Fiscal Quarters
              multiplied by 4/3; and

       (d)    for each Fiscal Quarter thereafter, OCF for such Fiscal Quarter
              and for the three immediately preceding Fiscal Quarters.

       "ROLLOVER NOTICE" shall have the meaning ascribed thereto in Section 5.3.

       "RYAN LODE DEPOSIT" means the real property owned by Fairbanks U.S. and
       described as such in Schedule P hereto, together with all buildings and
       structures thereon and appurtenances thereto.

       "SALE LEASEBACK" shall mean any transaction or series of related
       transactions pursuant to which the Borrowers or any of the Material
       Subsidiaries (a) sells, transfers or otherwise disposes of any property,
       real or personal, whether now owned or hereafter acquired, and (b) as
       part of such transaction, thereafter rents or leases such property or
       other property that it intends to use for substantially the same purpose
       or purposes as the property being sold, transferred or disposed.

       "SCHEDULE I LENDERS" means the Lenders that are listed in Schedule I to
       the BANK ACT (Canada).

       "SCHEDULE II LENDERS" means the Lenders that are listed in Schedule II to
       the BANK ACT (Canada).

<PAGE>

       "SCHEDULE III LENDERS" means the Lenders that are listed in Schedule III
       to the BANK ACT (Canada).

       "SCHEDULE I REFERENCE LENDERS" means the Administrative Agent and up to
       two other Schedule I Lenders, which other Schedule I Lenders shall be
       acceptable to the Administrative Agent and Kinross Canada acting
       reasonably.

       "SCHEDULE II AND III REFERENCE LENDERS" means a reference group of up to
       three Schedule II Lenders and Schedule III Lenders, the composition of
       which shall be acceptable to the Administrative Agent and Kinross Canada
       acting reasonably.

       "SECURED ASSETS" means the property, assets and undertakings of the
       Obligors in which the Administrative Agent has directly or indirectly
       been granted a Lien pursuant to the Security Documents.

       "SECURED OBLIGATIONS" shall mean all indebtedness, obligations and
       liabilities, present or future, absolute or contingent, matured or not,
       at any time owing by any of the Obligors to any of the Finance Parties,
       or remaining unpaid to any of the Finance Parties, under or in connection
       with any of the Finance Documents and Secured Obligations of a particular
       Obligor shall mean all indebtedness, obligations and liabilities, present
       or future, absolute or contingent, matured or not, at any time owing by
       such Obligor to any of the Finance Parties, or remaining unpaid to any of
       the Finance Parties, under or in connection with any of the Finance
       Documents to which such Obligor is a party. For certainty, "Secured
       Obligations" shall include interest accruing subsequent to the filing of,
       or which would have accrued but for the filing of, a petition for
       bankruptcy, in accordance with and at the rate (including any rate
       applicable upon any Default or Event of Default to the extent lawful)
       specified herein, whether or not such interest is an allowable claim in
       such bankruptcy proceeding.

       "SECURED RISK MANAGEMENT AGREEMENTS" means Risk Management Agreements
       between a Borrower on the one hand and a Lender on the other hand (but
       only for so long as such Lender remains a Qualified Risk Management
       Lender).

       "SECURITY" means the collateral security constituted by the Security
       Documents.

       "SECURITY DOCUMENTS" shall mean the security documents (as the same may
       be amended, modified, supplemented, restated or replaced from time to
       time) which, in the reasonable opinion of the Administrative Agent, are
       required to be entered into from time to time by the Obligors in favour
       of the Administrative Agent for the benefit of the Finance Parties in
       order to grant directly or indirectly to the Administrative Agent a Lien
       on all of the present and future property, assets and undertakings, both
       real and personal, of the Obligors (other than any such property, assets
       and undertaking located in Greece, Russia or Zimbabwe) as continuing
       collateral security for the payment and performance of the Secured

<PAGE>

       Obligations, such security documents to be in form and substance
       satisfactory to the Administrative Agent and to include, without
       limitation, the security documents described in Schedule K. It is
       understood that, if the Co-Lead Arrangers determine that it is
       impractical to take security in a joint venture interest owned by an
       Obligor, the Administrative Agent will, in any event, directly or
       indirectly, be granted a security interest in all of the issued and
       outstanding Shares of such Obligor by the Obligor which is the owner
       thereof and in the entitlement of such Obligor to all distributions to
       such Obligor with respect to such joint venture interest.

       "SHARES", as applied to the shares of any corporation or other entity,
       means the shares or other ownership interests of every class whether now
       or hereafter authorized, regardless of whether such shares or other
       ownership interests shall be limited to a fixed sum or percentage with
       respect to the rights of the holders thereof to participate in dividends
       and in the distribution of assets upon the voluntary or involuntary
       liquidation, dissolution or winding-up of such corporation or other
       entity.

       "SIGNIFICANT MATERIAL SUBSIDIARY" means any direct or indirect Subsidiary
       of Kinross Canada (other than the Greek, Russian and Zimbabwian
       Subsidiaries) in respect of which:

       (a)    the product obtained by multiplying (i) the percentage of the
              equity Shares of such Subsidiary directly or indirectly owned by
              Kinross Canada by (ii) the gross revenues of such Subsidiary for
              the most recently completed fiscal year of such Subsidiary, is
              greater than or equal to U.S. $10,000,000 or the Canadian Dollar
              Equivalent thereof; or

       (b)    the product obtained by multiplying (i) the percentage of the
              equity Shares directly or indirectly owned by Kinross Canada by
              (ii) the book value of the assets of such Subsidiary as at the
              last day of the most recently completed fiscal year of such
              Subsidiary, is greater than or equal to U.S. $10,000,000 or the
              Canadian Dollar Equivalent thereof.

       "S & P" means Standard & Poor's Ratings Service or any successor by
       merger or consolidation to its business.

       "SUBSIDIARY" means, with respect to any Person, any corporation, company
       or other similar business entity (including, for greater certainty, a
       Canadian chartered bank) of which more than fifty per cent (50%) of the
       outstanding Shares or other equity interests (in the case of Persons
       other than corporations) having ordinary voting power to elect a majority
       of the board of directors or the equivalent thereof of such corporation,
       company or similar business entity (irrespective of whether at the time
       Shares of any other class or classes of the Shares of such corporation,
       company or similar business entity shall or might have voting power upon
       the occurrence of any contingency) is at the time directly or indirectly
       owned by such

<PAGE>

       Person, by such Person and one or more other Subsidiaries of such Person,
       or by one or more other Subsidiaries of such Person.

       "TANGIBLE NET WORTH" means, at any particular time, the amount of Equity
       at such time less the aggregate of the amounts, at such time, which
       would, in accordance with generally accepted accounting principles, be
       classified upon the consolidated balance sheet of Kinross Canada as
       goodwill, deferred expenses and other intangible assets. For purposes of
       greater certainty, Tangible Net Worth shall include (without
       duplication):

              (i)    the Amax Gold Inc. $3.75 Series B convertible preferred
                     shares in the amount of approximately U.S. $12,600,000; and

              (ii)   the Permitted Debentures;

       and shall exclude (x) the redeemable retractable preference shares of
       Kinross Canada in the amount of approximately U.S.$3,000,000 and (y)
       equity in Non-Recourse Subsidiaries.

       "TEMPORARY LETTERS" shall have the meaning ascribed thereto in the
       definition of Permitted Temporary L/C Indebtedness.

       "TERMINATION DATE" means the date on which all indebtedness, obligations
       and liabilities owing by the Obligors to the Finance Parties or any of
       them, or remaining unpaid to the Finance Parties or any of them, under
       the Credit Agreement have been satisfied in full and the Credit Facility
       has terminated pursuant to Section 2.4.

       "TOTAL COMMITMENT AMOUNT" means, at any particular time, the aggregate of
       the Individual Commitments of all of the Lenders at such time.

       "TOTAL INDEBTEDNESS" means, at any particular time, the aggregate
       Indebtedness of Kinross Canada on a consolidated basis. For purposes of
       greater certainty, "Total Indebtedness" shall (x) exclude that portion of
       the Cdn. $200,000,000 December 1996 subordinated convertible debentures
       of Kinross Canada which, in accordance with generally accepted accounting
       principles, would constitute indebtedness and (y) include the redeemable
       retractable preference shares of Kinross Canada in the amount of
       approximately U.S. $3,000,000.

       "TRANSACTION" means the Combination and the concurrent JV Acquisition.

       "TRUE NORTH DEPOSIT" means the real property owned by Fairbanks U.S.
       described in Schedule Q hereto, together with all buildings and
       structures thereon and appurtenances thereto.

       "TVX BRAZIL" means TVX Participacoes Ltda., a corporation incorporated
       under the laws of Brazil.

<PAGE>

       "TVX GOLD" means TVX Gold Inc., a corporation continued under the laws of
       Canada.

       "TVX CAYMAN" means TVX Cayman Inc., a corporation incorporated under the
       laws of the Cayman Islands.

       "TVX NEWMONT" means TVX Newmont Americas (Cayman) Inc., a corporation
       incorporated under the laws of the Cayman Islands.

       "TVX NEWMONT HOLDINGS" means TVX Newmont Americas (Cayman) Holdings Inc.,
       a corporation incorporated under the lass of the Cayman Islands.

       "UCC" means the Uniform Commercial Code of the State of Alaska, as
       amended.

       "UNDEVELOPED PORTION OF THE FORT KNOX MINE" means that portion of the
       Fort Knox Mine to which no proven and probable recoverable reserves of
       gold and silver have been attributed by the Obligors.

       "UNENCUMBERED DOMESTIC CASH BALANCE" means, at any particular time, the
       aggregate amount of all Domestic Cash at such time which is not subject
       to a Lien other than in favour of the Administrative Agent.

       "U.S." and "UNITED STATES" means the United States of America.

       "U.S. BORROWERS" means Kinross U.S.A., Fairbanks U.S., Round Mountain and
       each Additional U.S. Borrower and "U.S. BORROWER" means any of the U.S.
       Borrowers.

       "U.S. BRANCH OF ACCOUNT" means the Atlanta Agency of the Administrative
       Agent located at 600 Peachtree Street, N.E., Suite 2700, Atlanta, Georgia
       30308, or such other office of the Administrative Agent located in the
       United States as Kinross Canada and the Administrative Agent may agree
       upon.

       "U.S. DOLLAR EQUIVALENT" means the relevant Exchange Equivalent in United
       States dollars of any amount of Canadian dollars.

       "U.S. LENDERS" means the financial institutions set out and described as
       such in Schedule A, as amended from time to time.

       "WASTE" means any waste, as defined by EPA.

       "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as a
       result of a complete or partial withdrawal from such Multiemployer Plan,
       as such terms are defined in Part I of Subtitle E or Title IV of ERISA.

<PAGE>

1.2    OTHER USAGES

       References to "this agreement", "the agreement", "hereof", "herein",
"hereto" and like references refer to this Credit Agreement and not to any
particular Article, Section or other subdivision of this agreement. Any
references herein to any agreements or documents shall mean such agreements or
documents as amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.

1.3    PLURAL AND SINGULAR

       Where the context so requires, words importing the singular number shall
include the plural and vice versa.

1.4    HEADINGS

       The division of this agreement into Articles and Sections and the
insertion of headings in this agreement are for convenience of reference only
and shall not affect the construction or interpretation of this agreement.

1.5    CURRENCY

       Unless otherwise specified herein, all statements of or references to
dollar amounts in this agreement shall mean lawful money of the United States.

1.6    APPLICABLE LAW

       This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein. Any legal action or proceeding with respect to this agreement may be
brought in the courts of the Province of Ontario and, by execution and delivery
of this agreement, the parties hereby accept for themselves and in respect of
their property, generally and unconditionally, the non-exclusive jurisdiction of
the aforesaid courts. Each party irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
such party to the address prescribed by Section 15.1, such service to become
effective five Banking Days after such mailing. Nothing herein shall limit the
right of any party to serve process in any manner permitted by law or to
commence legal proceedings or otherwise proceed against any other party in any
other jurisdiction.

1.7    TIME OF THE ESSENCE

       Time shall in all respects be of the essence of this agreement.

1.8    NON-BANKING DAYS

       Subject to Section 7.4(c), whenever any payment to be made hereunder
shall be stated to be due or any action to be taken hereunder shall be stated to
be required to be taken on a day other than a Banking Day, such payment shall be
made or such action shall be taken on the

<PAGE>

next succeeding Banking Day and, in the case of the payment of any amount, the
extension of time shall be included for the purposes of computation of interest,
if any, thereon.

1.9    CONSENTS AND APPROVALS

       Whenever the consent or approval of a party hereto is required in a
particular circumstance, unless otherwise expressly provided for therein, such
consent or approval shall not be unreasonably withheld or delayed by such party.

1.10   AMOUNT OF CREDIT

       Any reference herein to the amount of credit outstanding shall mean, at
any particular time:

       (a)    in the case of a Prime Rate Loan or a BA Rate Loan, the U.S.
              Dollar Equivalent of the principal amount thereof;

       (b)    in the case of a LIBOR Loan, Base Rate Canada Loan or Base Rate
              New York Loan, the principal amount thereof;

       (c)    in the case of a Bankers' Acceptance, the U.S. Dollar Equivalent
              of the face amount thereof; and

       (d)    in the case of a Letter denominated in U.S. dollars, the
              contingent liability of the Issuing Lender thereunder (or, if the
              Letter is denominated in Canadian dollars, the U.S. Dollar
              Equivalent of the contingent liability of the Issuing Lender
              thereunder).

1.11   SCHEDULES

       Each and every one of the schedules which is referred to in this
agreement and attached to this agreement shall form a part of this agreement.

1.12   EXTENSION OF CREDIT

       For the purposes hereof, each drawdown, rollover and conversion shall be
deemed to be an extension of credit to the Borrowers hereunder.

1.13   JOINT AND SEVERAL OBLIGATIONS

       All obligations hereunder which are stated to be obligations of the
Borrowers or any one of them to the Lenders shall, to the extent permitted by
applicable law, be joint and several obligations of the Borrowers. The
obligation of any Borrower (hereinafter, individually in this sentence, the
"first mentioned Borrower") with respect to its joint and several liability for
the credit extended to the other Borrowers shall not be wholly or partially
satisfied by such first mentioned Borrower repaying the credit extended to such
first mentioned Borrower hereunder. With respect to the joint and several
obligations of the Borrowers, the Lenders shall not be bound to exhaust their
recourse against any Borrower or others or any security or guarantees it may at

<PAGE>

any time hold before being entitled to payment from any Borrower and each
Borrower renounces all benefits of discussion and division.

                                    ARTICLE 2
                                 CREDIT FACILITY

2.1    ESTABLISHMENT OF CREDIT FACILITY

       Subject to the terms and conditions hereof, the Lenders hereby establish
in favour of the Borrowers a revolving credit facility (the "Credit Facility")
in the amount of U.S. $125,000,000 or the Canadian Dollar Equivalent thereof,
provided that the aggregate amount of outstanding credit extended to the
Canadian Borrowers shall not at any time exceed the lesser of (i) U.S.
$40,000,000 and (ii) the aggregate of the Individual Commitments of the Lenders
which include Canadian Lenders or the Canadian Dollar Equivalent of such lesser
amount.

2.2    LENDERS' COMMITMENTS

       Subject to the terms and conditions hereof, the Lenders severally agree
to extend credit to the Borrowers under the Credit Facility from time to time
provided that the aggregate amount of credit extended by each Lender under the
Credit Facility shall not at any time exceed the Individual Commitment of such
Lender and further provided that the aggregate amount of credit outstanding
under the Credit Facility shall not at any time exceed the amount of the Credit
Facility. All credit requested under the Credit Facility shall be made available
to the relevant Borrower contemporaneously by all of the relevant Lenders. Each
Lender shall provide to the relevant Borrower its Pro Rata Share of each credit,
whether such credit is extended by way of drawdown, rollover or conversion. No
Lender shall be responsible for any default by any other Lender in its
obligation to provide its Pro Rata Share of any credit under the Credit Facility
nor shall the Individual Commitment of any Lender be increased as a result of
any such default of another Lender in extending credit under the Credit
Facility. The failure of any Lender to make available to the relevant Borrower
its Pro Rata Share of any credit under the Credit Facility shall not relieve any
other Lender of its obligation hereunder to make available to such Borrower its
Pro Rata Share of such credit under the Credit Facility.

2.3    REDUCTION OF CREDIT FACILITY

       The Borrowers may, from time to time and at any time, by notice in
writing to the Administrative Agent, permanently reduce the Credit Facility in
whole or in part to the extent it is not being utilized at the time such notice
is given, provided that such reduction shall not become effective until five
Banking Days after such notice has been given. The amount of the Credit Facility
will be permanently reduced with respect to repayment made in accordance with
Section 9.1. Any repayment or prepayment of credit outstanding under the Credit
Facility (other than as set forth above) shall not cause a reduction in the
amount of the Credit Facility. Any repayment of outstanding credit which forms
part of any conversion from one type of credit to another type of credit under
Article 3 or Article 6 or of any rollover under Article 5 shall not cause any
reduction in the amount of the Credit Facility. Upon any reduction of the Credit
Facility, the Individual Commitment of each Lender with respect to the Credit
Facility shall

<PAGE>

thereupon be reduced by an amount equal to such Lender's Global Pro Rata Share
of the amount of such reduction of the Credit Facility.

2.4    TERMINATION OF CREDIT FACILITY

       (a)    The Credit Facility shall terminate upon the earliest to occur of:

              (i)    the termination of the Credit Facility in accordance with
                     Section 13.1;

              (ii)   the date on which the Credit Facility has been permanently
                     reduced to zero pursuant to Section 2.3; and

              (iii)  the Maturity Date.

       (b)    Upon the termination of the Credit Facility, the right of the
              Borrowers to obtain any credit thereunder and all of the
              obligations of the Lenders to extend credit thereunder shall
              automatically terminate.

                                    ARTICLE 3
                     GENERAL PROVISIONS RELATING TO CREDITS

3.1    TYPES OF CREDIT AVAILMENTS

       Subject to the terms and conditions hereof, the Borrowers may obtain
credit under the Credit Facility as follows:

       (a)    each Canadian Borrower may obtain credit under the Credit Facility
              from the Canadian Lenders through the Canadian Branch of Account
              by way of one or more Prime Rate Loans, Base Rate Canada Loans,
              LIBOR Loans, Bankers' Acceptances and Letters; and

       (b)    each U.S. Borrower may obtain credit under the Credit Facility
              from the U.S. Lenders through the U.S. Branch of Account by way of
              one or more Base Rate New York Loans, LIBOR Loans and U.S. dollar
              denominated Letters.

Any extension of credit hereunder by way of Prime Rate Loans shall be in a
minimum amount of Cdn. $1,000,000, by way of Base Rate Canada Loans or Base Rate
New York Loans shall be in a minimum amount of U.S. $1,000,000, by way of
Bankers' Acceptance or BA Rate Loan shall be in a minimum amount of Cdn.
$1,000,000 and by way of LIBOR Loans shall be in a minimum amount of U.S.
$1,000,000. Notwithstanding any other provision hereof, the availability of
credit under the Credit Facility shall be temporarily reduced from time to time
by the amount of the Permitted Temporary L/C Indebtedness from time to time
except to the extent that an extension of credit is by way of a Letter to be
used to replace a Temporary Letter.

3.2    FUNDING OF LOANS

       Each Lender shall make available to the Administrative Agent its Pro Rata
Share of the principal amount of each Loan under the Credit Facility prior to
11:00 a.m. (Toronto time)

<PAGE>

on the date of the extension of credit. The Administrative Agent shall, upon
fulfilment by the relevant Borrower of the terms and conditions set forth in
Article 12, make such funds available to such Borrower on the date of the
extension of credit by crediting the relevant Designated Account (or causing
such account to be credited) unless otherwise irrevocably authorized and
directed in the Drawdown Notice. Unless the Administrative Agent has been
notified by a Lender at least one Banking Day prior to the date of the extension
of credit that such Lender will not make available to the Administrative Agent
its Pro Rata Share of such Loan, the Administrative Agent may assume that such
Lender has made such portion of the Loan available to the Administrative Agent
on the date of the extension of credit in accordance with the provisions hereof
and the Administrative Agent may, in reliance upon such assumption, make
available to the relevant Borrower on such date a corresponding amount. If the
Administrative Agent has made such assumption, to the extent such Lender shall
not have so made its Pro Rata Share of the Loan available to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent, forthwith on
demand, such Lender's Pro Rata Share of the Loan and all reasonable costs and
expenses incurred by the Administrative Agent in connection therewith together
with interest thereon at the then prevailing interbank rate for each day from
the date such amount is made available to the relevant Borrower until the date
such amount is paid or repaid to the Administrative Agent; provided, however,
that notwithstanding such obligation, if such Lender fails so to pay, the
relevant Borrower shall, without prejudice to any rights that such Borrower
might have against such Lender, repay such amount to the Administrative Agent
forthwith after demand therefor by the Administrative Agent. The amount payable
by each Lender to the Administrative Agent pursuant hereto shall be set forth in
a certificate delivered by the Administrative Agent to such Lender and the
relevant Borrower (which certificate shall contain reasonable details of how the
amount payable is calculated) and shall constitute PRIMA FACIE evidence of such
amount payable. If such Lender makes the payment to the Administrative Agent
required herein, the amount so paid shall constitute such Lender's Pro Rata
Share of the Loan for purposes of this agreement and shall entitle the Lender to
all rights and remedies against the relevant Borrower in respect of such Loan.

3.3    FAILURE OF LENDER TO FUND LOAN

       If any Lender fails to make available to the Administrative Agent its Pro
Rata Share of any Loan under the Credit Facility as required (such Lender being
herein called the "Defaulting Lender") and the Administrative Agent has not
funded pursuant to Section 3.2, the Administrative Agent shall forthwith give
notice of such failure by the Defaulting Lender to the relevant Borrower and the
other relevant Lenders and such notice shall state that any relevant Lender may
make available to the Administrative Agent all or any portion of the Defaulting
Lender's Pro Rata Share of such Loan (but in no way shall any other Lender or
the Administrative Agent be obliged to do so) in the place and stead of the
Defaulting Lender. If more than one relevant Lender gives notice that it is
prepared to make funds available in the place and stead of a Defaulting Lender
in such circumstances and the aggregate of the funds which such Lenders (herein
collectively called the "Contributing Lenders" and individually called the
"Contributing Lender") are prepared to make available exceeds the amount of the
advance which the Defaulting Lender failed to make, then each Contributing
Lender shall be deemed to have given notice that it is prepared to make
available its pro rata share of such advance based on the Contributing Lenders'
relative commitments to advance in such circumstances. If any Contributing
Lender makes funds available in the place and stead of a

<PAGE>

Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to
any Contributing Lender making the funds available in its place and stead,
forthwith on demand, any amount advanced on its behalf together with interest
thereon at the then prevailing interbank rate for each day from the date of
advance to the date of payment, against payment by the Contributing Lender
making the funds available of all interest received in respect of the Loan from
the relevant Borrower. In addition to interest as aforesaid, the relevant
Borrower shall pay all amounts owing by the relevant Borrower to the Defaulting
Lender hereunder (with respect to the amounts advanced by the Contributing
Lenders on behalf of the Defaulting Lender) to the Contributing Lenders until
such time as the Defaulting Lender pays to the Administrative Agent for the
Contributing Lenders all amounts advanced by the Contributing Lenders on behalf
of the Defaulting Lender.

3.4    FUNDING OF BANKERS' ACCEPTANCES

       (a)    If the Administrative Agent receives from a Canadian Borrower a
              Drawdown Notice, Rollover Notice or Conversion Notice requesting a
              drawdown of, a rollover of or a conversion into Bankers'
              Acceptances, the Administrative Agent shall notify each Canadian
              Lender, prior to 11:00 a.m. (Toronto time) on the second Banking
              Day prior to the date of such extension of credit of such request
              and of each Canadian Lender's Pro Rata Share of such extension of
              credit. The Administrative Agent shall also at such time notify
              the relevant Borrower of each Canadian Lender's Pro Rata Share of
              such extension of credit. Each Canadian Lender shall, not later
              than 11:00 a.m. (Toronto time) on the date of each extension of
              credit by way of Bankers' Acceptance, accept drafts of the
              relevant Borrower which are presented to it for acceptance and
              which have an aggregate face amount equal to such Canadian
              Lender's Pro Rata Share of the total extension of credit being
              made available by way of Bankers' Acceptances on such date, as
              advised by the Administrative Agent. Each Canadian Lender shall
              purchase the Bankers' Acceptances which it has accepted for a
              purchase price equal to the BA Discounted Proceeds therefor. Each
              Canadian Lender may at any time and from time to time hold, sell,
              rediscount or otherwise dispose of any and all Bankers'
              Acceptances accepted and purchased by it.

       (b)    The relevant Borrower shall provide for payment to the accepting
              Canadian Lenders of the face amount of each Bankers' Acceptance at
              its maturity, either by payment of such amount or through an
              extension of credit hereunder or through a combination of both.
              The relevant Borrower hereby waives presentment for payment of
              Bankers' Acceptances by the Canadian Lenders and any defence to
              payment of amounts due to a Canadian Lender in respect of a
              Bankers' Acceptance which might exist by reason of such Bankers'
              Acceptance being held at maturity by such Canadian Lender which
              accepted it and agrees not to claim from such Canadian Lender any
              days of grace for the payment at maturity of Bankers' Acceptances.

       (c)    In the case of a drawdown by way of Bankers' Acceptance, each
              Canadian Lender shall, forthwith after the acceptance of drafts of
              the relevant Borrower as aforesaid, make available to the
              Administrative Agent the BA Proceeds with

<PAGE>

              respect to the Bankers' Acceptances accepted by it. The
              Administrative Agent shall, upon fulfilment by the relevant
              Borrower of the terms and conditions set forth in Article 12, make
              such BA Proceeds available to the relevant Borrower on the date of
              such extension of credit by crediting the applicable Designated
              Account. In the case of a rollover of or conversion into Bankers'
              Acceptances, each Canadian Lender shall retain the Bankers'
              Acceptance accepted by it and shall not be required to make any
              funds available to the Administrative Agent for deposit to the
              applicable Designated Account; however, forthwith after the
              acceptance of drafts of the relevant Borrower as aforesaid, the
              relevant Borrower shall pay to the Administrative Agent on behalf
              of the Canadian Lenders an amount equal to the aggregate amount of
              the acceptance fees in respect of such Bankers' Acceptances
              calculated in accordance with Section 7.5 plus the amount by which
              the aggregate face amount of such Bankers' Acceptances exceeds the
              aggregate BA Discounted Proceeds with respect thereto.

       (d)    Any Bankers' Acceptance may, at the option of the relevant
              Borrower, be executed in advance by or on behalf of the relevant
              Borrower, by mechanically reproduced or facsimile signatures of
              any two officers of the relevant Borrower who are properly so
              designated and authorized by the relevant Borrower from time to
              time. Any Bankers' Acceptance so executed and delivered by the
              relevant Borrower to the Canadian Lenders shall be valid and shall
              bind the relevant Borrower and may be dealt with by the Canadian
              Lenders to all intents and purposes as if the Bankers' Acceptance
              had been signed in the executing officers' own handwriting.

       (e)    Each relevant Borrower shall notify the Canadian Lenders as to
              those officers whose signatures may be reproduced and used to
              execute Bankers' Acceptances in the manner provided in Section
              3.4(d). Bankers' Acceptances with the mechanically reproduced or
              facsimile signatures of designated officers may be used by the
              Canadian Lenders and shall continue to be valid, notwithstanding
              the death, termination of employment or termination of
              authorization of either or both of such officers or any other
              circumstance.

       (f)    The Borrowers hereby indemnify and agree to hold harmless the
              Canadian Lenders against and from all losses, damages, expenses
              and other liabilities caused by or attributable to the use of the
              mechanically reproduced or facsimile signature instead of the
              original signature of an authorized officer of a Canadian Borrower
              on a Banker's Acceptance prepared, executed, issued and accepted
              pursuant to this agreement, except to the extent determined by a
              court of competent jurisdiction to be due to the gross negligence
              or wilful misconduct of the Canadian Lenders.

       (g)    Each Canadian Lender agrees that, in respect of the safekeeping of
              executed drafts of the Canadian Borrowers which are delivered to
              it for acceptance hereunder, it shall exercise the same degree of
              care which it gives to its own property, provided that it shall
              not be deemed to be an insurer thereof.

<PAGE>

       (h)    All Bankers' Acceptances to be accepted by a particular Canadian
              Lender shall, at the option of such Canadian Lender, be issued in
              the form of depository bills made payable originally to and
              deposited with The Canadian Depository for Securities Limited
              pursuant to the DEPOSITORY BILLS AND NOTES ACT (Canada).

       (i)    In order to facilitate the issuance of Bankers' Acceptances
              pursuant to this agreement, each Canadian Borrower hereby
              authorizes each Canadian Lender, and appoints each Canadian Lender
              as such Borrower's attorney, to complete, sign and endorse drafts
              or depository bills (each such executed draft or bill being herein
              referred to as a "BA Draft" on its behalf in handwritten form or
              by facsimile or mechanical signature or otherwise in accordance
              with the applicable Drawdown Notice, Rollover Notice or Conversion
              Notice and, once so completed, signed and endorsed to accept them
              as Bankers' Acceptances under this agreement and then if
              applicable, purchase, discount or negotiate such Bankers'
              Acceptances in accordance with the provisions of this agreement.
              BA Drafts so completed, signed, endorsed and negotiated on behalf
              of such Borrower by such Lender shall bind such Borrower as fully
              and effectively as if so performed by an authorized officer of
              such Borrower. Each draft of a Bankers' Acceptance completed,
              signed or endorsed by a Canadian Lender shall mature on the last
              day of the term thereof.

3.5    BA RATE LOANS

       If, in the sole judgement of a Canadian Lender, such Canadian Lender is
unable to extend credit by way of Bankers' Acceptances in accordance with this
agreement, such Canadian Lender shall give an irrevocable notice to such effect
to the Administrative Agent and the relevant Canadian Borrower prior to 10:00
a.m. (Toronto time) on the date of the requested credit extension and shall make
available to such Canadian Borrower prior to 11:00 a.m. (Toronto time) on the
date of such requested credit extension a Canadian dollar loan (a "BA Rate
Loan") in the principal amount equal to such Canadian Lender's Pro Rata Share of
the total credit to be extended by way of Bankers' Acceptances, such BA Rate
Loan to be funded in the same manner as a Loan is funded pursuant to Section 3.2
and 3.3. Such BA Rate Loan shall have the same term as the Bankers' Acceptances
for which it is a substitute and shall bear such rate of interest per annum
throughout the term thereof as shall permit such Canadian Lender to obtain the
same effective rate as if such Canadian Lender had accepted and purchased a
Bankers' Acceptance at the same acceptance fee and pricing at which a Schedule
II Lender would have accepted and purchased such Bankers' Acceptance at
approximately 11:00 a.m. (Toronto time) on the date such BA Rate Loan is made,
on the basis that, and each Canadian Borrower hereby agrees that, for such a BA
Rate Loan, interest shall be payable in advance on the date of the extension of
credit by the relevant Canadian Lender deducting the interest payable in respect
thereof from the principal amount of such BA Rate Loan. All BA Rate Loans to be
made by a particular Canadian Lender shall, at the option of such Canadian
Lender, be evidenced by a promissory note in the form of a depository note made
payable originally to and deposited with The Canadian Depository for Securities
Limited pursuant to the DEPOSITORY BILLS AND NOTES ACT (Canada).

<PAGE>

3.6    TIMING OF CREDIT AVAILMENTS

       No Bankers' Acceptance, BA Rate Loan or LIBOR Loan under the Credit
Facility may have a maturity date later than the Maturity Date.

3.7    INABILITY TO FUND U.S. DOLLAR ADVANCES IN CANADA

       If a Canadian Lender determines in good faith, which determination shall
be final, conclusive and binding on the Canadian Borrowers, and the
Administrative Agent notifies the Canadian Borrowers that (i) by reason of
circumstances affecting financial markets inside or outside Canada, deposits of
United States dollars are unavailable to such Canadian Lender in Canada, (ii)
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided in the definition of LIBOR or Alternate Base Rate
Canada, as the case may be, (iii) the making or continuation of United States
dollar advances in Canada has been made impracticable by the occurrence of a
contingency (other than a mere increase in rates payable by such Canadian Lender
to fund the advance) which materially and adversely affects the funding of the
advances at any interest rate computed on the basis of the LIBOR or the
Alternate Base Rate Canada, as the case may be, or by reason of a change in any
applicable law or government regulation, guideline or order (whether or not
having the force of law but, if not having the force of law, one with which a
responsible Canadian chartered bank would comply) or in the interpretation
thereof by any Official Body affecting such Canadian Lender or any relevant
financial market, which results in LIBOR or the Alternative Base Rate Canada, as
the case may be, no longer representing the effective cost to such Canadian
Lender of deposits in such market for a relevant Interest Period, or (iv) any
change to present law or any future law, regulation, order, treaty or official
directive (whether or not having the force of law but, if not having the force
of law, one with which a responsible Canadian chartered bank would comply) or
any change therein or any interpretation or application thereof by any Official
Body has made it unlawful for such Canadian Lender to make or maintain or give
effect to its obligations in respect of United States dollar advances in Canada
as contemplated herein, then

       (a)    the right of the Canadian Borrowers to obtain any affected Base
              Rate Canada Loan or LIBOR Loan from such Canadian Lender shall be
              suspended until such Canadian Lender determines that the
              circumstances causing such suspension no longer exist and such
              Canadian Lender so notifies the Canadian Borrowers;

       (b)    if any affected Base Rate Canada Loan or LIBOR Loan is not yet
              outstanding, any applicable Drawdown Notice shall be cancelled and
              the advance requested therein shall not be made;

       (c)    if any LIBOR Loan is already outstanding at any time when the
              right of the Canadian Borrowers to obtain credit by way of a LIBOR
              Loan is suspended, it shall, subject to the Canadian Borrowers
              having the right to obtain credit by way of a Base Rate Canada
              Loan at such time, be converted on the last day of the Interest
              Period applicable thereto (or on such earlier date as may be
              required to comply with any applicable law) to a Base Rate Canada
              Loan in the principal amount equal to the principal amount of the
              LIBOR Loan or, if the Canadian Borrowers do not have the right to
              obtain credit by way of a Base Rate Canada

<PAGE>

              Loan at such time, such LIBOR Loan shall be converted on the last
              day of the Interest Period applicable thereto (or on such earlier
              date as may be required to comply with any applicable law) to a
              Prime Rate Loan in the principal amount equal to the Canadian
              Dollar Equivalent of the principal amount of such LIBOR Loan; and

       (d)    if any Base Rate Canada Loan is already outstanding at any time
              when the right of the Canadian Borrowers to obtain credit by way
              of a Base Rate Canada Loan is suspended, it shall, subject to the
              Canadian Borrowers having the right to obtain credit by way of a
              LIBOR Loan at such time, be immediately converted to a LIBOR Loan
              in the principal amount equal to the principal amount of the Base
              Rate Canada Loan and having an Interest Period of one month or, if
              the Canadian Borrowers do not have the right to obtain credit by
              way of a LIBOR Loan at such time, it shall be immediately
              converted to a Prime Rate Loan in the principal amount equal to
              the Canadian Dollar Equivalent of the principal amount of the Base
              Rate Canada Loan.

3.8    INABILITY TO FUND LIBOR LOAN IN THE UNITED STATES

       If a U.S. Lender determines in good faith, which determination shall be
final, conclusive and binding on the U.S. Borrowers, and the Administrative
Agent notifies the U.S. Borrowers that (i) adequate and fair means do not exist
for ascertaining the interest rate on the basis provided in the definition of
LIBOR, (ii) the making or continuation of LIBOR Loans in the United States has
been made impracticable by the occurrence of a contingency (other than a mere
increase in rates payable by such U.S. Lender to fund the advance) which
materially and adversely affects the funding of the advances at any interest
rate computed on the basis of LIBOR, or by reason of a change since the date
hereof in any applicable law or government regulation, guideline or order
(whether or not having the force of law but, if not having the force of law, one
with which a responsible U.S. commercial bank would comply) or in the
interpretation thereof by any Official Body affecting such U.S. Lender or any
relevant financial market, which results in LIBOR no longer representing the
effective cost to such Lender of deposits in such market for a relevant Interest
Period, or (iii) any change to present law or any future law, regulation, order,
treaty or official directive (whether or not having the force of law but, if not
having the force of law, one with which a responsible U.S. commercial bank would
comply) or any change therein or any interpretation or application thereof by
any Official Body has made it unlawful for such U.S. Lender to make or maintain
or give effect to its obligations in respect of LIBOR Loans in the United States
as contemplated herein, then

       (a)    the right of the U.S. Borrowers to obtain any credit in United
              States dollars by way of LIBOR Loans, shall be suspended until
              such U.S. Lender determines, acting reasonably, that the
              circumstances causing such suspension no longer exist and such
              U.S. Lender so notifies the U.S. Borrowers;

       (b)    if any credit in United States dollars by way of LIBOR Loans is
              not yet outstanding, any applicable Drawdown Notice shall be
              cancelled and the advance requested therein shall not be made; and

<PAGE>

       (c)    if any LIBOR Loan is already outstanding at any time when the
              right of the U.S. Borrowers to obtain credit by way of a LIBOR
              Loan is suspended, it shall, subject to the U.S. Borrowers having
              the right to obtain credit by way of a U.S. Base Rate Loan at such
              time, be converted to a U.S. Base Rate Loan on the last day of the
              Interest Period applicable thereto (or on such earlier date as may
              be required to comply with any applicable law).

In the event that any of the events listed above results in a limitation of the
amount of loans made by such U.S. Lender which can bear interest at LIBOR or the
amount of LIBOR Loans which such U.S. Lender can make in the United States, such
U.S. Lender agrees to use good faith to allocate, in reasonable fashion, the
available amounts amongst its borrowers as is reasonably practicable.

3.9    TIME AND PLACE OF PAYMENTS

       Unless otherwise expressly provided herein, the Borrowers shall make all
payments pursuant to this agreement or pursuant to any document, instrument or
agreement delivered pursuant hereto by deposit to the applicable Designated
Account before 12:00 noon (Toronto time) on the day specified for payment and
the Administrative Agent shall be entitled to withdraw the amount of any payment
due to the Administrative Agent or the Lenders hereunder from such accounts on
the day specified for payment.

3.10   REMITTANCE OF PAYMENTS

       Forthwith after the withdrawal from the applicable Designated Account by
the Administrative Agent of any payment of principal, interest, fees or other
amounts for the benefit of the relevant Lenders pursuant to Section 3.9, the
Administrative Agent shall, subject to Sections 3.3 and 8.3 remit to each
relevant Lender, in immediately available funds, such Lender's Pro Rata Share of
such payment (except to the extent such payment results from a Loan with respect
to which a Lender had failed, pursuant to Section 3.2, to make available to the
Administrative Agent its Pro Rata Share and, where any other Lender has made
funds available in the place and stead of a Defaulting Lender); provided that if
the Administrative Agent, on the assumption that it will receive, on any
particular date, a payment of principal (including, without limitation, a
prepayment), interest, fees or other amount under the Credit Facility, remits to
each relevant Lender its Pro Rata Share of such payment and the relevant
Borrower fails to make such payment, each relevant Lender agrees to repay to the
Administrative Agent, forthwith on demand, to the extent that such amount is not
recovered from the relevant Borrower on demand and after reasonable efforts by
the Administrative Agent to collect such amount (without in any way obligating
the Administrative Agent to take any legal action with respect to such
collection), such Lender's Pro Rata Share of the payment made to it pursuant
hereto together with interest thereon at the then prevailing interbank rate for
each day from the date such amount is remitted to the relevant Lenders until the
date such amount is paid or repaid to the Administrative Agent, the exact amount
of the repayment required to be made by the relevant Lenders pursuant hereto to
be as set forth in a certificate delivered by the Administrative Agent to each
relevant Lender, which certificate shall constitute prima facie evidence of such
amount of repayment. Notwithstanding the foregoing, with respect to any standby
fees paid to the Administrative Agent for the benefit of the U.S. Lenders
pursuant to Section 7.6, the Pro Rata Share with respect to

<PAGE>

each U.S. Lender which has a related Canadian Lender shall be calculated on the
basis that (i) such Lender's Individual Commitment shall be the amount of such
Lender's Individual Commitment otherwise determined hereunder less the amount of
outstanding credit extended to the Canadian Borrowers hereunder by the related
Canadian Lender and (ii) the Total Commitment Amount shall be adjusted
accordingly.

3.11   EVIDENCE OF INDEBTEDNESS

       The Administrative Agent shall maintain accounts wherein the
Administrative Agent shall record the amount of credit outstanding, each payment
of principal and interest on account of each Loan, each Bankers' Acceptance
accepted and cancelled, each Letter issued and draw upon and all other amounts
becoming due to and being paid to the Lenders or the Administrative Agent
hereunder, including acceptance fees, Letter fees and standby fees. The
Administrative Agent's accounts constitute, in the absence of manifest error,
PRIMA FACIE evidence of the indebtedness of the Borrowers pursuant to this
agreement.

3.12   GENERAL PROVISIONS RELATING TO ALL LETTERS

       (a)    Each relevant Borrower hereby acknowledges and confirms to the
              Issuing Lender that the Issuing Lender shall not be obliged to
              make any inquiry or investigation as to the right of any
              beneficiary to make any claim or Draft or request any payment
              under a Letter and payment by the Issuing Lender pursuant to a
              Letter shall not be withheld by the Issuing Lender by reason of
              any matters in dispute between the beneficiary thereof and such
              Borrower. The sole obligation of the Issuing Lender with respect
              to Letters is to cause to be paid a Draft drawn or purporting to
              be drawn in accordance with the terms of the applicable Letter and
              for such purpose the Issuing Lender is only obliged to determine
              that the Draft purports to comply with the terms and conditions of
              the relevant Letter.

       (b)    The Issuing Lender shall not have any responsibility or liability
              for or any duty to inquire into the form, sufficiency (other than
              to the extent provided in the preceding paragraph), authorization,
              execution, signature, endorsement, correctness (other than to the
              extent provided in the preceding paragraph), genuineness or legal
              effect of any Draft, certificate or other document presented to it
              pursuant to a Letter and each relevant Borrower unconditionally
              assumes all risks with respect to the same. Each relevant Borrower
              agrees that it assumes all risks of the acts or omissions of the
              beneficiary of any Letter with respect to the use by such
              beneficiary of the relevant Letter.

       (c)    The obligations of each relevant Borrower hereunder with respect
              to Letters shall be absolute, unconditional and irrevocable and
              shall not be reduced by any event or occurrence including, without
              limitation:

              (i)    any lack of validity or enforceability of this agreement or
                     any such Letter;

              (ii)   any amendment or waiver of or any consent to departure from
                     this agreement;

<PAGE>

              (iii)  the existence of any claim, set-off, defense or other
                     rights which such Borrower may have at any time against any
                     beneficiary or any transferee of any such Letter (or any
                     person or entities for whom any such beneficiary or any
                     such transferee may be acting), any Lender, the Issuing
                     Lender or any other person or entity;

              (iv)   any Draft, statement or other document presented under any
                     such Letter proving to be forged, fraudulent, invalid or
                     insufficient in any respect or any statement therein being
                     untrue or inaccurate in any respect whatsoever;

              (v)    payment by the Issuing Lender under such Letter against
                     presentation of a sight draft or certificate which does not
                     comply with the terms of such Letter;

              (vi)   any non-application or misapplication by the beneficiary of
                     such Letter of the proceeds of any drawing under such
                     Letter;

              (vii)  the surrender or impairment of any Security; or

              (viii) any reduction or withdrawal of the Issuing Lender's credit
                     rating by any rating agency.

              The obligations of each relevant Borrower hereunder with respect
              to Letters shall remain in full force and effect and shall apply
              to any amendment to or extension of the expiration date of any
              such Letter.

       (d)    Any action, inaction or omission taken or suffered by the Issuing
              Lender or any of the Issuing Lender's correspondents under or in
              connection with a Letter or any Draft made thereunder, if in good
              faith and in conformity with foreign or domestic laws, regulations
              or customs applicable thereto, shall be binding upon the relevant
              Borrower and shall not place the Issuing Lender or any of its
              correspondents under any resulting liability to such Borrower.
              Without limiting the generality of the foregoing, the Issuing
              Lender and its correspondents may receive, accept or pay as
              complying with the terms of a Letter, any Draft thereunder,
              otherwise in order which may be signed by, or issued to, the
              administrator or any executor of, or the trustee in bankruptcy of,
              or the receiver for any property of, or other person or entity
              acting as the representative or in the place of, such beneficiary
              or its successors and assigns. Each relevant Borrower covenants
              that it will not take any steps, issue any instructions to the
              Issuing Lender or any of its correspondents or institute any
              proceedings intended to derogate from the right or ability of the
              Issuing Lender or its correspondents to honour and pay any Draft
              or Drafts.

       (e)    Each relevant Borrower agrees that the Lenders, the Issuing Lender
              and the Administrative Agent shall have no liability to it for any
              reason in respect of or in connection with any Letter, the
              issuance thereof, any payment thereunder, or any other action
              taken by the Lenders, the Issuing Lender or the Administrative
              Agent

<PAGE>

              or any other person in connection therewith, other than on account
              of the Issuing Lender's gross negligence or wilful misconduct.

       (f)    The Uniform Customs and Practice for Documentary Credits as most
              recently published by the International Chamber of Commerce (the
              "UCP") shall in all respects apply to each Letter and shall be
              deemed for such purpose to be a part hereof as if fully
              incorporated herein. In the event of any conflict between the UCP
              and the laws of any jurisdiction specified in the relevant Letter,
              the UCP shall prevail to the extent necessary to remove the
              conflict.

3.13   NOTICE PERIODS

       Each Drawdown Notice, Rollover Notice, Conversion Notice and Prepayment
Notice shall be given to the Administrative Agent:

       (a)    prior to 10:00 a.m. (Toronto time) on the third Banking Day prior
              to the date of any voluntary prepayment or the date of a drawdown
              of, rollover of, conversion into or conversion of a Bankers'
              Acceptance, LIBOR Loan or the issuance of a Letter; and

       (b)    prior to 10:00 a.m. (Toronto time) on the second Banking Day prior
              to the date of any other drawdown, rollover or conversion.

3.14   ADMINISTRATIVE AGENT'S DISCRETION TO ALLOCATE

       Notwithstanding the provisions of Section 3.2, 3.4(a) and 9.5(b) with
respect to the funding of Loans and Bankers' Acceptances and reimbursing with
respect to Letters in accordance with each relevant Lender's Pro Rata Share, the
Administrative Agent shall be entitled to reallocate the funding or
reimbursement obligations among the relevant Lenders in order to ensure, to the
greatest extent practicable, that after such funding the aggregate amount of
credit extended hereunder by each Lender coincides with such Lender's Pro Rata
Share of the aggregate amount of credit extended hereunder by all of the
Lenders, provided that no such allocation shall result in the aggregate amount
of credit extended hereunder by any Lender exceeding such Lender's Individual
Commitment.

                                    ARTICLE 4
                                    DRAWDOWNS

4.1    DRAWDOWN NOTICE

       Subject to Sections 3.1, 3.7 and 3.8 and provided that all of the
applicable conditions precedent set forth in Article 12 have been fulfilled by
the Borrowers or waived by the relevant Lenders as provided in Section 14.14,
any Borrower may, from time to time, obtain credit hereunder by giving to the
Administrative Agent an irrevocable notice in substantially the form of Schedule
E hereto ("Drawdown Notice") in accordance with Section 3.13 and specifying

       (a)    the applicable Borrower;

<PAGE>

       (b)    the date the credit is to be obtained;

       (c)    whether the credit is to be obtained by way of Prime Rate Loan,
              Base Rate Canada Loan, Base Rate New York Loan, LIBOR Loan,
              Bankers' Acceptance or Letter;

       (d)    in the case of any credit to be obtained by way of a Loan, the
              principal amount of the Loan;

       (e)    if the credit is to be obtained by way of LIBOR Loan, the
              applicable Interest Period;

       (f)    if the credit is to be obtained by way of Bankers' Acceptances,
              the aggregate face amount of the Bankers' Acceptances to be issued
              and the term of the Bankers' Acceptances;

       (g)    if the credit is to be obtained by way of Letter, the named
              beneficiary of the Letter, the maturity date and amount of the
              Letter, the currency in which the Letter is to be denominated and
              all other terms of the Letter (including, without limitation, (i)
              the proposed form of the Letter and (ii) if the Letter is to be
              issued on behalf of a Subsidiary of the applicable Borrower as
              well as on behalf of the applicable Borrower, the name of such
              Subsidiary); and

       (h)    the details of any irrevocable authorization and direction
              pursuant to Section 3.2.

If credit is to be obtained by way of Letter and if such Letter is to be issued
on behalf of a Subsidiary of the applicable Borrower as well as on behalf of the
applicable Borrower, such Borrower shall ensure that accompanying such Drawdown
Notice is an instrument, substantially in the form of Schedule I hereto, and
pursuant to which such Subsidiary shall agree, without qualification, to
reimburse the Issuing Lender on demand for the full amount of each and any Draft
presented to and paid by the Issuing Lender in accordance with such Letter.

                                    ARTICLE 5
                                    ROLLOVERS

5.1    BANKERS' ACCEPTANCES

       Provided that the relevant Canadian Borrower has, by giving notice to the
Administrative Agent in accordance with Section 5.3, requested the Canadian
Lenders to accept its drafts to replace all or a portion of outstanding Bankers'
Acceptances as they mature, each Canadian Lender shall, on the maturity of such
Bankers' Acceptances and concurrent with the payment by the relevant Canadian
Borrower to such Canadian Lender of the face amount of such Bankers' Acceptances
or the portion thereof to be replaced, accept the relevant Canadian Borrower's
draft or drafts having an aggregate face amount equal to its Pro Rata Share of
the aggregate face amount of the matured Bankers' Acceptances or the portion
thereof to be replaced in accordance with Section 3.4.

<PAGE>

5.2    LIBOR LOANS

       Subject to Sections 3.7 and 3.8 and provided that the relevant Borrower
has, by giving notice to the Administrative Agent in accordance with Section
5.3, requested the relevant Lenders to continue to extend credit by way of a
LIBOR Loan to replace all or a portion of an outstanding LIBOR Loan as it
matures, each relevant Lender shall, on the maturity of such LIBOR Loan,
continue to extend credit to such Borrower by way of a LIBOR Loan (without a
further advance of funds to such Borrower) in the principal amount equal to such
Lender's Pro Rata Share of the principal amount of the matured LIBOR Loan or the
portion thereof to be replaced.

5.3    ROLLOVER NOTICE

       The notice to be given to the Administrative Agent pursuant to Section
5.1 or 5.2 ("Rollover Notice") shall be irrevocable, shall be given in
accordance with Section 3.13, shall be in substantially the form of Schedule F
hereto and shall specify: (a) the applicable Borrower; (b) the maturity date of
the maturing Bankers' Acceptances or the maturing LIBOR Loan, as the case may
be; (c) the face amount of the maturing Bankers' Acceptances or the principal
amount of the maturing LIBOR Loan, as the case may be, and the portion thereof
to be replaced; (d) in the case of a maturing LIBOR Loan, the Interest Period or
Interest Periods of the replacement LIBOR Loans; and (e) in the case of maturing
Bankers' Acceptances, the aggregate face amount of the new Bankers' Acceptances
to be issued and the term of the new Bankers' Acceptances.

                                    ARTICLE 6
                                   CONVERSIONS

6.1    CONVERTING LOAN TO OTHER TYPE OF LOAN

       Subject to Sections 3.1, 3.7 and 3.8 and provided that the relevant
Borrower has, by giving notice to the Administrative Agent in accordance with
Section 6.4, requested the relevant Lenders to convert all or a portion of an
outstanding Loan (other than a BA Rate Loan) into another type of Loan (other
than a BA Rate Loan), each relevant Lender shall, on the date of conversion
(which, in the case of the conversion of all or a portion of an outstanding
LIBOR Loan, shall be the date on which such Loan matures), continue to extend
credit to such Borrower by way of the type of Loan into which the outstanding
Loan or a portion thereof is converted (with a repayment and a subsequent
advance of funds to such Borrower) in the aggregate principal amount equal to
such Lender's Pro Rata Share of the principal amount or the Exchange

<PAGE>

Equivalent of the principal amount, as the case may be, of the outstanding Loan
or the portion thereof which is being converted.

6.2    CONVERTING LOAN TO BANKERS' ACCEPTANCES

       Provided that the relevant Canadian Borrower has, by giving notice to the
Administrative Agent in accordance with Section 6.4, requested the Canadian
Lenders to accept its drafts to replace all or a portion of an outstanding Loan
and, if a LIBOR Loan or a BA Rate Loan is to be replaced the date of conversion
is the date on which such Loan matures, each Canadian Lender shall, on the date
of conversion and concurrent with the payment by the relevant Canadian Borrower
to each Canadian Lender of the principal amount of such outstanding Loan or the
portion thereof which is being converted, accept the relevant Canadian
Borrower's draft or drafts having an aggregate face amount equal to its Pro Rata
Share of the aggregate principal amount of such Loan or the portion thereof
which is being converted or the Canadian Dollar Equivalent thereof, as the case
may be, such acceptance to be in accordance with Section 3.4.

6.3    CONVERTING BANKERS' ACCEPTANCES TO LOAN

       Each Canadian Lender shall, on the maturity date of a Bankers' Acceptance
which such Canadian Lender has accepted, pay to the holder thereof the face
amount of such Bankers' Acceptance. Subject to Sections 3.1, 3.7 and 3.8 and
provided that the relevant Canadian Borrower has, by giving notice to the
Administrative Agent in accordance with Section 6.4, requested the Canadian
Lenders to convert all or a portion of outstanding maturing Bankers' Acceptances
into a Loan, each Canadian Lender shall, upon the maturity date of such Bankers'
Acceptances and the payment by such Canadian Lender to the holders of such
Bankers' Acceptances of the aggregate face amount thereof and concurrent with
the payment by the relevant Canadian Borrower to such Canadian Lender of the
aggregate face amount of such Bankers' Acceptances, extend credit to the
relevant Canadian Borrower by way of the Loan into which the matured Bankers'
Acceptances or a portion thereof are converted in the aggregate principal amount
equal to its Pro Rata Share of the aggregate face amount or the U.S. Dollar
Equivalent of the aggregate face amount, as the case may be, of the matured
Bankers' Acceptances or the portion thereof which are being converted. Where a
particular Canadian Lender has funded the relevant Canadian Borrower by way of a
BA Rate Loan rather than by way of Bankers' Acceptances, the provisions of this
Section 6.3 as they relate to Bankers' Acceptances shall apply mutatis mutandis
to such BA Rate Loan.

6.4    CONVERSION NOTICE

       The notice to be given to the Administrative Agent pursuant to Section
6.1, 6.2 or 6.3 ("Conversion Notice") shall be irrevocable, shall be given in
accordance with Section 3.13, shall be in substantially the form of Schedule G
hereto and shall specify:

       (a)    the applicable Borrower;

       (b)    whether an outstanding Loan or Bankers' Acceptances are to be
              converted and, if an outstanding Loan is to be converted, the type
              of Loan to be converted;

<PAGE>

       (c)    the date on which the conversion is to take place;

       (d)    the face amount of the Bankers' Acceptances or the portion thereof
              which is to be converted or the principal amount of the Loan or
              the portion thereof which is to be converted;

       (e)    the type and amount of the Loan or Bankers' Acceptances into which
              the outstanding Loan or Bankers' Acceptances are to be converted;

       (f)    if an outstanding Loan or Bankers' Acceptances are to be converted
              into a LIBOR Loan, the applicable Interest Period; and

       (g)    if an outstanding Loan is to be converted into Bankers'
              Acceptances, the aggregate face amount of the new Bankers'
              Acceptances to be issued and the term of the new Bankers'
              Acceptances.

6.5    ABSENCE OF NOTICE

       Subject to Sections 3.7 and 3.8, in the absence of a Rollover Notice or
Conversion Notice within the appropriate time periods referred to herein, a
maturing LIBOR Loan in favour of a Canadian Borrower shall be automatically
converted to a Base Rate Canada Loan, a maturing LIBOR Loan in favour of a U.S.
Borrower shall automatically be converted to a Base Rate New York Loan and a
maturing Bankers' Acceptance or BA Rate Loan shall be automatically converted to
a Prime Rate Loan as though a notice to such effect had been given in accordance
with Section 6.4.

6.6    CONVERSION BY LENDERS

       Upon written notice to such effect to the relevant Borrower at such time
as a Default has occurred and is continuing, the Administrative Agent may, on
the maturity date of a Bankers' Acceptance, BA Rate Loan or a LIBOR Loan,
convert such Bankers' Acceptance or BA Rate Loan into a Prime Rate Loan, convert
such LIBOR Loan in favour of a Canadian Borrower into a Base Rate Canada Loan
and convert such LIBOR Loan in favour of a U.S. Borrower into a Base Rate New
York Loan as though a notice to such effect had been given in accordance with
Section 6.4.

                                    ARTICLE 7
                                INTEREST AND FEES


7.1    INTEREST RATES

       The Borrowers shall pay to the relevant Lenders, in accordance with
Section 3.9, interest on the outstanding principal amount from time to time of
each Loan (other than a BA Rate Loan) and on overdue interest thereon, at the
rate per annum equal to:

       (a)    in the case of each Prime Rate Loan, the Prime Rate plus the
              Applicable Rate;

<PAGE>

       (b)    in the case of each Base Rate Canada Loan, the Alternate Base Rate
              Canada plus the Applicable Rate;

       (c)    in the case of each Base Rate New York Loan, the Alternate Base
              Rate New York plus the Applicable Rate;

       (d)    in the case of each LIBOR Loan in favour of a Canadian Borrower,
              LIBOR plus the Applicable Rate; and

       (e)    in the case of each LIBOR Loan in favour of a U.S. Borrower, LIBOR
              (Reserve Adjusted) plus the Applicable Rate.

7.2    CALCULATION AND PAYMENT OF INTEREST

       (a)    Interest on the outstanding principal amount from time to time of
              each Prime Rate Loan and on overdue interest thereon shall accrue
              from day to day from and including the date on which credit is
              obtained by way of such Loan or on which such overdue interest is
              due, as the case may be, to but excluding the date on which such
              Loan or overdue interest, as the case may be, is repaid in full
              (both before and after maturity and as well after as before
              judgment) and shall be calculated on the basis of the actual
              number of days elapsed divided by 365.

       (b)    Interest on the outstanding principal amount from time to time of
              each LIBOR Loan, Base Rate Canada Loan and Base Rate New York Loan
              and on overdue interest thereon shall accrue from day to day from
              and including the date on which credit is obtained by way of such
              Loan or on which such overdue interest is due, as the case may be,
              to but excluding the date on which such Loan or overdue interest,
              as the case may be, is repaid in full (both before and after
              maturity and as well after as before judgment) and shall be
              calculated on the basis of the actual number of days elapsed
              divided by 360.

       (c)    Accrued interest shall be paid,

              (i)    in the case of interest on Prime Rate Loans, Base Rate
                     Canada Loans and Base Rate New York Loans, monthly in
                     arrears on the 22nd day of each calendar month; and

              (ii)   in the case of interest on LIBOR Loans, on the last day of
                     the applicable Interest Period; provided that, in the case
                     of Interest Periods of a duration longer than three months,
                     accrued interest shall be paid no less frequently than
                     every three months from the first day of such Interest
                     Period during the term of such Interest Period and on the
                     date on which such LIBOR Loans are otherwise required to be
                     repaid.

7.3    GENERAL INTEREST RULES

       (a)    For the purposes hereof, whenever interest is calculated on the
              basis of a year of 360 or 365 days, each rate of interest
              determined pursuant to such calculation

<PAGE>

              expressed as an annual rate for the purposes of the INTEREST ACT
              (Canada) is equivalent to such rate as so determined 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 days, respectively.

       (b)    Interest on each Loan and on overdue interest thereon shall be
              payable in the currency in which such Loan is denominated during
              the relevant period.

       (c)    If a Borrower fails to pay any fee or other amount of any nature
              payable by it to the Administrative Agent or the Lenders hereunder
              (other than principal or interest) or under any document,
              instrument or agreement delivered pursuant hereto on the due date
              therefor, such Borrower shall pay to the Administrative Agent or
              the relevant Lenders, as the case may be, interest on such overdue
              amount in the same currency as such overdue amount is payable from
              and including such due date to but excluding the date of actual
              payment (as well after as before judgment) at the rate per annum,
              calculated and compounded monthly, which is equal to:

              (i)    the Alternate Base Rate Canada plus 3% in the case of
                     overdue amounts denominated in U.S. dollars; and

              (ii)   the Prime Rate plus 3% in the case of all other overdue
                     amounts.

Such interest on overdue amounts shall become due and be paid on demand made by
the Administrative Agent.

7.4    SELECTION OF INTEREST PERIODS

       With respect to each LIBOR Loan, the applicable Borrower shall specify in
the Drawdown Notice, Rollover Notice or Conversion Notice, the duration of the
Interest Period provided that:

       (a)    Interest Periods shall have a duration from one, two, three or six
              months (subject to availability and to the aggregate number of
              Interest Periods with different dates outstanding being less than
              ten (10));

       (b)    the first Interest Period for a LIBOR Loan shall commence on and
              include the day on which credit is obtained by way of such Loan
              and each subsequent Interest Period applicable thereto shall
              commence on and include the date of the expiry of the immediately
              preceding Interest Period applicable thereto; and

       (c)    if any Interest Period would end on a day which is not a Banking
              Day, such Interest Period shall be extended to the next succeeding
              Banking Day unless such next succeeding Banking Day falls in the
              next calendar month, in which case such Interest Period shall be
              shortened to end on the immediately preceding Banking Day.

<PAGE>

7.5    ACCEPTANCE FEES

       (a)    Upon the acceptance of any draft of a Canadian Borrower under the
              Credit Facility pursuant hereto, such Borrower shall pay to the
              Canadian Lenders, in the manner provided herein, in advance, an
              acceptance fee calculated at the rate per annum, on the basis of a
              year of 365 days, equal to the Applicable Rate on the face amount
              of such Bankers' Acceptance for its term, being the actual number
              of days in the period commencing on the date of acceptance of such
              Borrower's draft and ending on but excluding the maturity date of
              the Bankers' Acceptance; provided, however, that such fee shall
              not be less than Cdn. $200 with respect to any single transaction
              involving the issuance of one or more Bankers' Acceptances.

       (b)    With respect to each drawdown by way of Bankers' Acceptances, such
              acceptance fees shall be paid by the Canadian Lenders deducting
              the amount thereof from the BA Discounted Proceeds before
              advancing the BA Proceeds to the Administrative Agent as provided
              in Section 3.4(c). With respect to each rollover or conversion
              into Bankers' Acceptances, such acceptance fees shall be paid by
              the relevant Borrower to the Administrative Agent as provided in
              Section 3.4(c). Each such payment is non-refundable and fully
              earned when due.

7.6    STANDBY FEE

       Upon the first Banking Day following the completion of each Fiscal
Quarter and on the termination of the Credit Facility, the Borrowers shall pay
to the U.S. Lenders, in arrears, a standby fee calculated at the rate per annum,
on the basis of a year of 365 days, equal to the Applicable Rate on the
Available Credit, such fee to accrue daily from the date of the execution and
delivery of this agreement to and including the date of payment.

7.7    LETTER FEES

       (a)    The relevant Borrower shall pay to the relevant Lenders, in
              accordance with Section 3.9, an issuance fee in advance on the
              date each Letter is issued and on the first day of each Fiscal
              Quarter thereafter, calculated at a rate per annum equal to the
              Applicable Rate on the basis of a year of 365 days and on the
              amount of each such Letter for a period of time equal to the
              number of days to the next payment date. Also, on the first day of
              each Fiscal Quarter, there shall be an adjustment for issuance
              fees paid in advance with respect to Letters which expired or were
              cancelled during the immediately preceding Fiscal Quarter. In
              addition, with respect to all Letters, the relevant Borrower shall
              from time to time pay to the Issuing Lender its usual and
              customary fees (at the then prevailing rates) for the amendment,
              delivery and administration of letters of credit such as the
              Letters. Each such payment is non-refundable and fully earned when
              due.

       (b)    With respect to each Letter issued hereunder, the relevant
              Borrower shall pay to the Issuing Lender, in accordance with
              Section 3.9, a fronting fee quarterly in advance on the date each
              Letter is issued or renewed and on the first day of each

<PAGE>

              Fiscal Quarter thereafter, calculated at a rate of 0.15% per annum
              on that portion of the amount of each such Letter for which
              Lenders other than the Issuing Lender have agreed to reimburse the
              Issuing Lender for any amounts drawn hereunder and for a period of
              time equal to its term or the next quarterly payment date,
              whichever occurs first. Each such payment is non-refundable and
              fully earned when due.

7.8    APPLICABLE RATE ADJUSTMENT

       The changes in the Applicable Rate shall be effective as of the first day
of the applicable Fiscal Quarter, in each case based upon the compliance
certificate contemplated under Section 11.1(a)(iii) that has previously been
delivered to the Administrative Agent with respect to the second immediately
preceding Fiscal Quarter. If a new Applicable Rate becomes effective during the
term of an outstanding Bankers' Acceptance, BA Rate Loan, LIBOR Loan or Letter,
the Administrative Agent shall forthwith determine the amount of any overpayment
or underpayment of acceptance fees with respect to such Bankers' Acceptances,
interest with respect to such BA Rate Loan or LIBOR Loan or issuance fees with
respect to such Letters and notify the Borrowers and the Lenders of such
amounts. Such determination by the Administrative Agent shall constitute, in the
absence of manifest error, PRIMA FACIE evidence of the amount of such
overpayment or underpayment, as the case may be. In the event of an
underpayment, the Borrowers shall, upon receipt of such notice, pay to the
relevant Lenders in accordance with Section 3.9, the amount of such
underpayment. In the event of any overpayment, the amount of such overpayment
shall be credited to succeeding payments of acceptance fees, interest or
issuance fees, as the case may be, as they become due until such amount has been
fully applied.

                                    ARTICLE 8
                 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS

8.1    CONDITIONS OF CREDIT

       The obtaining or maintaining of credit hereunder shall be subject to the
terms and conditions contained in this Article 8.

8.2    CHANGE OF CIRCUMSTANCES

       If, with respect to any type of credit, the introduction or adoption of
any law, regulation, guideline, request or directive (whether or not having the
force of law) of any governmental authority, central bank or comparable agency
("Restraint") or any change therein or in the application thereof to any
Borrower or to any Lender or in the interpretation or administration thereof or
any compliance by any Lender therewith:

       (a)    prohibits or restricts extending or maintaining such type of
              credit or the charging of interest or fees in connection
              therewith, such Borrower agrees that such Lender shall have the
              right to comply with such Restraint, shall have the right to
              refuse to permit such Borrower to obtain such type of credit and
              shall have the right to require, at the option of such Borrower,
              the conversion of such outstanding credit to another type of
              credit to permit compliance with the Restraint or repayment in

<PAGE>

              full of such credit together with accrued interest thereon on the
              last day on which it is lawful for such Lender to continue to
              maintain and fund such credit or to charge interest or fees in
              connection therewith, as the case may be; or

       (b)    shall impose or require any reserve, special deposit requirements
              or tax (excluding taxes measured with reference to the net income
              of such Lender or capital taxes or receipts and franchise taxes),
              shall establish an appropriate amount of capital to be maintained
              by such Lender or shall impose any other requirement or condition
              which results in an increased cost to such Lender of extending or
              maintaining a credit or obligation hereunder or reduces the amount
              received or receivable by such Lender with respect to any credit
              under this agreement or reduces such Lender's effective return
              hereunder or on its capital or causes such Lender to make any
              payment or to forego any return based on any amount received or
              receivable hereunder, then, on notification to such Borrower by
              such Lender, such Borrower shall pay immediately to such Lender
              such amounts as shall fully compensate such Lender for all such
              increased costs, reductions, payments or foregone returns which
              accrue up to and including the date of receipt by such Borrower of
              such notice and thereafter, upon demand from time to time, such
              Borrower shall pay such additional amount as shall fully
              compensate such Lender for any such increased or imposed costs,
              reductions, payments or foregone returns. Such Lender shall notify
              the relevant Borrower of any actual increased or imposed costs,
              reductions, payments or foregone returns forthwith on becoming
              aware of same and shall concurrently provide to such Borrower a
              certificate of an officer of such Lender setting forth the amount
              of compensation to be paid to such Lender and the basis for the
              calculation of such amount. Notwithstanding this Section 8.2(b),
              no Borrower shall be liable to compensate such Lender for any such
              cost, reduction, payment or foregone return occurring more than 60
              days before receipt by such Borrower of the aforementioned
              notification from such Lender; provided, however, that the
              aforementioned limitation shall not apply to any such cost,
              reduction, payment or foregone return of a retroactive nature.

8.3    FAILURE TO FUND AS A RESULT OF CHANGE OF CIRCUMSTANCES

       If any Lender but not all of the Lenders who have Individual Commitments
seeks additional compensation pursuant to Section 8.2(b) (the "Affected
Lender"), then the relevant Borrowers may indicate to the Administrative Agent
in writing that they desire to replace the Affected Lender with one or more of
the other relevant Lenders, and the Administrative Agent shall then forthwith
give notice to the other relevant Lenders that any such Lender or Lenders may,
in the aggregate, advance all (but not part) of the Affected Lender's Pro Rata
Share of the affected credit and, in the aggregate, assume all (but not part) of
the Affected Lender's Individual Commitments and obligations under the Credit
Facility and acquire all (but not part) of the rights of the Affected Lender and
assume all (but not part) of the obligations of the Affected Lender under each
of the other Credit Documents to the extent they relate to the Credit Facility
(but in no event shall any other relevant Lender or the Administrative Agent be
obliged to do so). If one or more relevant Lenders shall so agree in writing
(herein collectively called the "Assenting Lenders" and individually called an
"Assenting Lender") with respect to such advance, acquisition and assumption,
the Pro Rata Share of such credit of each Assenting Lender

<PAGE>

and the Individual Commitments and the obligations of such Assenting Lender
under the Credit Facility and the rights and obligations of such Assenting
Lender under each of the other Credit Documents to the extent they relate to the
Credit Facility shall be increased by its respective pro rata share (based on
the relative Individual Commitments of the Assenting Lenders) of the Affected
Lender's Pro Rata Share of such credit and Individual Commitments and
obligations under the Credit Facility and rights and obligations under each of
the other Credit Documents to the extent they relate to the Credit Facility on a
date mutually acceptable to the Assenting Lenders and the relevant Borrower. On
such date, the Assenting Lenders shall extend to the relevant Borrower the
Affected Lender's Pro Rata Share of such credit and shall prepay to the Affected
Lender the advances of the Affected Lender then outstanding, together with all
interest accrued thereon and all other amounts owing to the Affected Lender
hereunder, and, upon such advance and prepayment by the Assenting Lenders, the
Affected Lender shall cease to be a "Lender" for purposes of this agreement and
shall no longer have any obligations hereunder, subject always to its continuing
obligations pursuant to Section 9.5. Upon the assumption of the Affected
Lender's Individual Commitments as aforesaid by an Assenting Lender, Schedule A
hereto shall be deemed to be amended to increase the Individual Commitment of
such Assenting Lender by the respective amounts of such assumption.

8.4    INDEMNITY RELATING TO CREDITS

       Upon notice from the Administrative Agent to the relevant Borrower (which
notice shall be accompanied by a detailed calculation of the amount to be paid
by such Borrower), such Borrower shall pay to the Administrative Agent or the
relevant Lenders such amount or amounts as will compensate the Administrative
Agent or the relevant Lenders (including, for certainty, the Issuing Lender) for
any loss, cost or expense incurred by them:

       (a)    in the liquidation or redeposit of any funds acquired by the
              relevant Lenders to fund or maintain any portion of a LIBOR Loan
              or a BA Rate Loan as a result of:

              (i)    the failure of such Borrower to borrow or make repayments
                     on the dates specified under this agreement or in any
                     notice from such Borrower to the Administrative Agent
                     (provided that if any notice specifies the repayment of a
                     LIBOR Loan or a BA Rate Loan at any time other than its
                     maturity date, then such Borrower shall be responsible for
                     any loss, costs or expenses referred to above); or

              (ii)   the repayment or prepayment of any amounts on a day other
                     than the payment dates prescribed herein or in any notice
                     from such Borrower to the Administrative Agent (provided
                     that if any notice specifies the repayment of a LIBOR Loan
                     or a BA Rate Loan at any time other than its maturity date,
                     then such Borrower shall be responsible for any loss, costs
                     or expenses referred to above); or

       (b)    with respect to any Bankers' Acceptance or Letter, arising from
              claims or legal proceedings, and including reasonable legal fees
              and disbursements, respecting the collection of amounts owed by
              such Borrower hereunder in respect of such Bankers' Acceptance or
              Letter or the enforcement of the Administrative Agent or

<PAGE>

              the Lenders' rights hereunder in respect of such Bankers'
              Acceptance or Letter including, without limitation, legal
              proceedings attempting to restrain the Administrative Agent or the
              Lenders from paying any amount under such Bankers' Acceptance or
              Letter.

8.5    INDEMNITY FOR TRANSACTIONAL AND ENVIRONMENTAL LIABILITY

       (a)    The Borrowers hereby agree to indemnify and hold the
              Administrative Agent, each Lender, the Issuing Lender and each of
              their respective shareholders, officers, directors, employees, and
              agents (collectively, the "Indemnified Parties") free and harmless
              from and against any and all claims, demands, actions, causes of
              action, suits, losses, costs, charges, liabilities and damages,
              and expenses in connection therewith (irrespective of whether such
              Indemnified Party is a party to the action for which
              indemnification hereunder is sought), and including, without
              limitation, reasonable legal fees and out of pocket disbursements
              and amounts paid in settlement which are approved by the Borrowers
              (collectively in this Section 8.5(a), the "Indemnified
              Liabilities"), incurred or suffered by, or asserted against, the
              Indemnified Parties or any of them as a result of, or arising out
              of, or relating to (i) the extension of credit contemplated
              herein, (ii) any transaction financed or to be financed in whole
              or in part, directly or indirectly, with the proceeds of any
              credit extended hereunder, (iii) any actual or threatened
              investigation, litigation or other proceeding relating to any
              credit extended or proposed to be extended as contemplated herein
              or (iv) the execution, delivery, performance or enforcement of the
              Credit Documents and any instrument, document or agreement
              executed pursuant hereto, except for any such Indemnified
              Liabilities that a court of competent jurisdiction determined
              arose on account of the relevant Indemnified Party's gross
              negligence or willful misconduct.

       (b)    Without limiting the generality of the indemnity set out in the
              preceding clause (a), the Borrowers hereby further agree to
              indemnify and hold the Indemnified Parties free and harmless from
              and against any and all claims, demand, actions, causes of action,
              suits, losses, costs, charges, liabilities and damages, and
              expenses in connection therewith, including, without limitation,
              reasonable legal fees and out of pocket disbursements and amounts
              paid in settlement which are approved by the Borrowers, of any and
              every kind whatsoever paid (collectively in this Section 8.5(b),
              the "Indemnified Liabilities"), incurred or suffered by, or
              asserted against, the Indemnified Parties or any of them for, with
              respect to, or as a direct or indirect result of, (i) the presence
              on or under, or the escape, seepage, leakage, spillage, discharge,
              emission or release from, any real property legally or
              beneficially owned (or any estate or interest which is owned),
              leased, used or operated by any Company of any Hazardous Material,
              Contaminant, Pollutant or Waste, and (ii) any other violation of
              an Environmental Law by any Company, and regardless of whether
              caused by, or within the control of, such Company, except for any
              such Indemnified Liabilities that a court of competent
              jurisdiction determined arose on

<PAGE>

              account of the relevant Indemnified Party's gross negligence or
              willful misconduct.

       (c)    All obligations provided for in this Section 8.5 shall survive
              indefinitely the permanent repayment of the outstanding credit
              hereunder and the termination of the Credit Agreement. The
              obligations provided for in this Section 8.5 shall not be reduced
              or impaired by any investigation made by or on behalf of the
              Administrative Agent or any of the Lenders.

       (d)    The Borrowers hereby agree that, for the purposes of effectively
              allocating the risk of loss placed on the Borrowers by this
              Section 8.5, the Administrative Agent and each Lender shall be
              deemed to be acting as the agent or trustee on behalf of and for
              the benefit of their respective shareholders, officers, directors,
              employees and agents.

       (e)    If, for any reason, the obligations of the Borrowers pursuant to
              this Section 8.5 shall be unenforceable, the Borrowers agree to
              make the maximum contribution to the payment and satisfaction of
              each obligation that is permissible under applicable law.

8.6    PAYMENTS FREE AND CLEAR OF TAXES

       Any and all payments made hereunder or under any other Credit Document by
any Borrower to or for the benefit of the Administrative Agent, the Lenders or
any of them ("Applicable Payments") shall be made free and clear of, and without
deduction for, any and all present or future taxes, levies, imposts, deductions,
charges, fees, duties or withholding or other charges of any nature imposed by
any taxing authority, and all liabilities with respect thereto, imposed by any
jurisdiction (the "Applicable Jurisdiction") as a consequence or result of any
action taken by such Borrower, including the making of any Applicable Payment
but excluding, in the case of the Administrative Agent, the Lenders or any of
them, taxes imposed on its net income or capital taxes or receipts and franchise
taxes (all such non-excluded taxes, levies, imposts, deductions, charges, fees,
duties, withholdings and liabilities being hereinafter referred to as "Taxes").
If any Borrower shall be required by law to deduct any Taxes from or in respect
of any Applicable Payment to the Administrative Agent, the Lenders or any of
them, the sum so payable to the Administrative Agent, the Lenders or any of them
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 8.6) the Administrative Agent, the Lenders or any of them receives
an amount equal to the sum it would have received had no such deductions been
made. Without prejudice to the survival of any other agreement of the Borrowers
hereunder, the agreements and obligations of the Borrowers contained in this
Section 8.6 shall survive indefinitively the permanent repayment of the
outstanding credit hereunder and the termination of the Credit Agreement. This
Section 8.6 shall not apply, unless an Event of Default has occurred and is
continuing, with respect to any payment made hereunder or under any other Credit
Document by a Canadian Borrower to or for the benefit of the Administrative
Agent or a particular Lender if the Administrative Agent or such Lender, as the
case may be, is not a resident of Canada for the purposes of the INCOME TAX ACT
(Canada) or with respect to any payment made hereunder or under any other Credit
Document by a U.S. Borrower to or for the

<PAGE>

benefit of the Administrative Agent or a particular Lender if the Administrative
Agent or such Lender, as the case may be, is not a "United States Person" as
defined in Section 7701(a)(30) of the Internal Revenue Code (United States) (a
"Non-U.S. Lender") and fails to provide two duly completed copies of either (x)
Internal Revenue Service Form W-8BEN or applicable successor form claiming
eligibility of the Non-U.S. Lender for benefits of an income tax treaty to which
the United States is a party, (y) Internal Revenue Service Form W-8ECI or
applicable successor form, or (z) in the case of a Non-U.S. Lender that is not
legally entitled to deliver either form listed in clause (x) or (y), Internal
Revenue Service Form W-8BEN or applicable successor form and a certificate of a
duly authorized officer of such Non-U.S. Lender to the effect that such Non-U.S.
Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the
Code, (B) a "10 percent shareholder" of any U.S. Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.

                                    ARTICLE 9
                           REPAYMENTS AND PREPAYMENTS

9.1    REPAYMENTS

       The Borrowers shall repay to the Lenders in full the outstanding credit
under the Credit Facility on the Maturity Date together with all accrued and
unpaid interest thereon and all accrued and unpaid fees with respect thereto. As
concerns any Letter which, on the Maturity Date, has an expiry date later than
the Maturity Date, the Borrowers shall pay to the Issuing Lender, on the
Maturity Date, the then contingent liability of the Issuing Lender thereunder
(to be held solely for the purpose of satisfying any draw under such Letter and
to be held subject to Section 13.2). Following such payment by the Borrowers to
the Issuing Lender, the Borrowers shall have no further liability to the Lenders
with respect to any such Letter.

9.2    EXTENSION OF MATURITY DATE

       Kinross Canada may request, by written request given to the
Administrative Agent (the "Extension Request") not earlier than August 31st of
each year nor later than September 30th of each year, that this agreement be
amended to extend the then current Maturity Date to a date one year later than
the then current Maturity Date (the "Extension Amendment"). A copy of the
Extension Request shall be provided by the Administrative Agent to each Lender
in accordance with Section 14.18. Each Lender shall notify the Administrative
Agent as to whether or not it irrevocably consents to the Extension Amendment
within 30 days following receipt of the Extension Request, which consent shall
be in such Lender's full and absolute discretion. If any Lender does not provide
such notice within such time, such Lender shall be deemed to have not consented
to the Extension Amendment. Where the Extension Request has been consented to by
all of the Lenders, then on the 30th day following the receipt of the Extension
Request, the then current Maturity Date shall be extended one additional year;
otherwise, the then current Maturity Date shall not be extended.

<PAGE>

9.3    VOLUNTARY PREPAYMENTS UNDER CREDIT FACILITY

       Subject to Section 9.4, the Borrowers shall be entitled to prepay all or
any portion of the outstanding Loans under the Credit Facility (other than the
prepayment of Bankers' Acceptances or BA Rate Loans on any day other than the
last day of their term) at any time, without penalty, provided that Section
8.4(a) shall be complied with in connection with any such prepayment. Amounts
which are prepaid as aforesaid may be reborrowed.

9.4    PREPAYMENT NOTICE

       The Borrowers shall give written notice to the Administrative Agent of
each voluntary prepayment pursuant to Section 9.3. Such notice (a "Prepayment
Notice") shall be irrevocable, shall be given in accordance with Section 3.13
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.

9.5    REIMBURSEMENT OR CONVERSION ON PRESENTATION OF LETTERS

       (a)    On presentation of a Letter and payment thereunder by the Issuing
              Lender, the relevant Borrower shall forthwith pay to the
              Administrative Agent for the account of the Issuing Lender, and
              thereby reimburse the Issuing Lender for, all amounts paid by the
              Issuing Lender pursuant to such Letter; failing such payment, the
              relevant Borrower shall be deemed to have effected a conversion of
              such Letter into a Base Rate Canada Loan (if such Letter was
              denominated in U.S. dollars and issued on behalf of and at the
              request of a Canadian Borrower), a Base Rate New York Loan (if
              such Letter was denominated in U.S. dollars and issued on behalf
              of and at the request of a U.S. Borrower) or a Prime Rate Loan (if
              such Letter was denominated in Canadian dollars) to the extent of
              the payment of the Issuing Lender thereunder.

       (b)    If the Issuing Lender makes payment under any Letter and the
              relevant Borrower does not fully reimburse the Issuing Lender on
              or before the date of payment, then Section 9.5(a) shall apply to
              deem a Loan to be outstanding to the relevant Borrower under this
              agreement in the manner therein set out. Each relevant Lender
              shall, on request by the Issuing Lender, immediately pay to the
              Issuing Lender an amount equal to such Lender's Pro Rata Share of
              the amount paid by the Issuing Lender such that each relevant
              Lender is participating in the deemed Loan in accordance with its
              Pro Rata Share.

       (c)    Each relevant Lender shall immediately on demand indemnify the
              Issuing Lender to the extent of such Lender's Pro Rata Share of
              any amount paid or liability incurred by the Issuing Lender under
              each Letter issued by it to the extent that the relevant Borrower
              does not fully reimburse the Issuing Lender therefor.

<PAGE>

       (d)    For certainty, the obligations in this Section 9.5 shall continue
              as obligations of the Persons who were Lenders at the time each
              such Letter was issued notwithstanding that such Lender may assign
              its rights and obligations hereunder, unless the Issuing Lender
              specifically releases such Lender from such obligations in writing
              or consents to such assignment pursuant to Section 15.5(c).

9.6    LETTERS SUBJECT TO AN ORDER

       Subject to Section 13.2, the relevant Borrower shall pay to the Issuing
Lender an amount equal to the maximum amount available to be drawn under any
unexpired Letter which becomes the subject of any Order; payment in respect of
each such Letter shall be due forthwith upon demand.

9.7    CURRENCY OF REPAYMENT

       All payments and repayments of outstanding credit hereunder shall be made
in the currency of such outstanding credit.

9.8    REPAYMENTS OF CREDIT EXCESS

       The Borrowers shall repay to the relevant Lenders on demand the amount of
any Credit Excess. Each such repayment shall first be applied to repay
outstanding Prime Rate Loans, Base Rate Canada Loans and Base Rate New York
Loans as selected by Kinross Canada and, to the extent that the amount of such
repayment exceeds the aggregate amount of credit outstanding by way of such
Loans which have been repaid, shall then be deposited by the Administrative
Agent in a segregated account and held in trust for the relevant Lenders to be
applied to repay outstanding BA Rate Loans or LIBOR Loans or to satisfy
reimbursement obligations with respect to outstanding Bankers' Acceptances or
Letters as such Loans or Bankers' Acceptances mature or as such Letters are
drawn upon, as the case may be.

                                   ARTICLE 10
                         REPRESENTATIONS AND WARRANTIES

10.1   REPRESENTATIONS AND WARRANTIES

       To induce the Lenders and the Administrative Agent to enter into this
agreement and to induce the Lenders to extend credit hereunder, the Borrowers
hereby represent and warrant to the Lenders and the Administrative Agent, as of
the date of this agreement, as of the date of each extension of credit hereunder
and as of the last day of each Fiscal Quarter, as follows and acknowledge and
confirm that the Lenders and the Administrative Agent are relying upon such
representations and warranties in entering into this agreement and in extending
credit hereunder:

       (a)    STATUS AND POWER OF OBLIGORS. Each Obligor is a corporation duly
              incorporated and organized and validly subsisting in good standing
              under the laws of its jurisdiction of incorporation. Each Obligor
              is duly qualified, registered or licensed in all jurisdictions
              where such qualification, registration or licensing is required.
              Each Obligor has all requisite corporate capacity, power and
              authority

<PAGE>

              to own, hold under licence or lease its properties, to carry on
              its business as now conducted and to otherwise enter into, and
              carry out the transactions contemplated by, the Credit Documents
              to which is a party.

       (b)    AUTHORIZATION AND ENFORCEMENT. All necessary action, corporate or
              otherwise, has been taken to authorize the execution, delivery and
              performance by each Obligor of the Credit Documents to which it is
              a party. Each Obligor has duly executed and delivered the Credit
              Documents to which it is a party. The Credit Documents to which
              each Obligor is a party are legal, valid and binding obligations
              of such Obligor, enforceable against such Obligor in accordance
              with its terms, except to the extent that the enforceability
              thereof may be limited by (i) applicable bankruptcy, insolvency,
              moratorium, reorganization and other laws of general application
              limiting the enforcement of creditors' rights generally, (ii) the
              fact that the courts may deny the granting or enforcement of
              equitable remedies and (iii) the fact that, pursuant to the
              CURRENCY ACT (Canada), no court in Canada may make an order
              expressed in any currency other than lawful money of Canada.

       (c)    COMPLIANCE WITH OTHER INSTRUMENTS. The execution, delivery and
              performance by each Obligor of the Credit Documents to which it is
              a party, and the consummation of the transactions contemplated
              herein and therein, do not and will not conflict with, result in
              any material breach or violation of, or constitute a material
              default under, the terms, conditions or provisions of the charter
              or constating documents or by-laws of, or any shareholder
              agreement or declaration relating to, such Obligor or of any law,
              regulation, judgment, decree or order binding on or applicable to
              such Obligor or to which its property is subject or of any
              material agreement, lease, licence, permit or other instrument to
              which such Obligor is a party or is otherwise bound or by which
              such Obligor benefits or to which its property is subject and do
              not require the consent or approval of any Official Body or any
              other party.

       (d)    FINANCIAL STATEMENTS. The consolidated financial statements of
              Kinross Canada for the most recently completed Fiscal Quarter or
              Fiscal Year, as the case may be (and for the period prior to the
              completion of the Transaction, for each of Kinross Canada, EB
              Mines and TVX Gold as set out in the Management Information
              Circular), were prepared in accordance with generally accepted
              accounting principles and no Material Adverse Change has occurred
              in the condition, financial or otherwise, of Kinross Canada since
              the date of such financial statements. The consolidated balance
              sheet of the aforesaid financial statement presents a fair
              statement of the financial condition and assets and liability of
              Kinross Canada as at the date thereof and the consolidated
              statement of income and retained earnings and changes in cashflow
              contained in the aforesaid consolidated financial statements
              fairly presents the results of the operations of Kinross Canada
              throughout the period covered thereby. Except to the extent
              reflected or reserved against in the aforesaid balance sheet
              (including the notes thereto) and except as incurred in the
              ordinary and usual course of the business of Kinross Canada,
              Kinross Canada does not have any outstanding indebtedness or

<PAGE>

              any liability or obligations (whether accrued, absolute,
              contingent or otherwise) of a nature customarily reflected or
              reserved against in a balance sheet (including the notes thereto)
              prepared in accordance with generally accepted accounting
              principles.

       (e)    LITIGATION. There are no actions, suits, inquiries, claims or
              proceedings (whether or not purportedly on behalf of any Company)
              pending or threatened in writing against or affecting any Company
              before any Official Body which in any case or in the aggregate
              could reasonably be expected to have a Material Adverse Effect.

       (f)    TITLE TO ASSETS. Each Company has good title to its property,
              assets and undertaking, free from any Lien other than the
              Permitted Liens and title defects or irregularities that could not
              reasonably be expected to have a Material Adverse Effect.

       (g)    CONDUCT OF BUSINESS. No Company is in violation of any agreement,
              mortgage, franchise, licence, judgment, decree, order, statute,
              statutory trust, rule or regulation relating in any way to itself
              or to the operation of its business or to its property or assets
              (including, without limitation, Environmental Laws) and which
              could reasonably be expected to have a Material Adverse Effect.
              Each Company holds all licenses, certificates of approval,
              approvals, registrations, permits and consents which are required
              to operate its businesses where they are currently being operated
              except where the failure to have such licenses, certificates of
              approval, approvals, registrations, permits and consents could not
              reasonably be expected to have a Material Adverse Effect.

       (h)    OUTSTANDING DEFAULTS. No event has occurred which constitutes or
              which, with the giving of notice, lapse of time or both, would
              constitute a default under or in respect of any material
              agreement, undertaking or instrument to which any Company is a
              party or to which its respective property or assets may be
              subject, and which could reasonably be expected to have a Material
              Adverse Effect.

       (i)    SOLVENCY PROCEEDINGS. No Company has:

              (i)    admitted its inability to pay its debts generally as they
                     become due or failed to pay its debts generally as they
                     become due;

              (ii)   in respect of itself, filed an assignment or petition in
                     bankruptcy or a petition to take advantage of any
                     insolvency statute;

              (iii)  made an assignment for the benefit of its creditors;

              (iv)   consented to the appointment of a receiver of the whole or
                     any substantial part of its assets;

              (v)    filed a petition or answer seeking a reorganization,
                     arrangement, adjustment or composition in respect of itself
                     under applicable bankruptcy

<PAGE>

                     laws or any other applicable law or statute of Canada, the
                     United States or other applicable jurisdiction or any
                     subdivision thereof; or

              (vi)   been adjudged by a court having jurisdiction a bankrupt or
                     insolvent, nor has a decree or order of a court having
                     jurisdiction been entered for the appointment of a
                     receiver, liquidator, trustee or assignee in bankruptcy of
                     any Company with such decree or order having remained in
                     force and undischarged or unstayed for a period of 30 days.

       (j)    TAX RETURNS AND TAXES. Each Company has filed all tax returns and
              tax reports required by law to have been filed by it and has paid
              all taxes and governmental charges thereby shown to be owing,
              except any such taxes or charges which are being diligently
              contested in good faith by appropriate proceedings and for which
              adequate reserves in accordance with generally accepted accounting
              principles shall have been set aside on its books.

       (k)    EXPROPRIATION. There is no present or threatened (in writing)
              expropriation of the property or assets of any Company, which
              expropriation could reasonably be expected to have a Material
              Adverse Effect.

       (l)    ENVIRONMENTAL COMPLIANCE.

              (i)    All facilities and property (including underlying
                     groundwater) owned, leased, used or operated by any Company
                     have been, and continue to be, owned or leased in
                     compliance with all Environmental Laws where any such
                     non-compliance could reasonably be expected to have a
                     Material Adverse Effect;

              (ii)   There are no pending or threatened (in writing)

                     (A)    claims, complaints, notices or requests for
                            information received by any Company with respect to
                            any alleged violation of any Environmental Law
                            which, if proved, could reasonably be expected to
                            have a Material Adverse Effect;

                     (B)    complaints, notices or inquiries to any Company
                            regarding potential liability under any
                            Environmental Law which liability could reasonably
                            be expected to have a Material Adverse Effect;

              (iii)  There have been no Releases of any Hazardous Materials or
                     any escape, seepage, leakage, spillage, discharge, emission
                     or release of any Contaminants, Pollutants or Waste at, on,
                     under or from any property now or previously owned,
                     operated, used or leased by any Company that, singly or in
                     the aggregate, have, or could reasonably be expected to
                     have, a Material Adverse Effect;

              (iv)   Each Company has been issued and is in compliance with all
                     permits, certificates, approvals, licenses and other
                     authorizations under any

<PAGE>

                     Environmental Laws to carry on its business except where
                     any such non-issuance or non-compliance could not
                     reasonably be expected to have a Material Adverse Effect;
                     and

              (v)    No conditions exist at, on or under any property now or
                     previously owned, operated, used or leased by any Company
                     which, with the passage of time, or the giving of notice or
                     both, would give rise to liability under any Environmental
                     Law which liability could reasonably be expected to have a
                     Material Adverse Effect.

       (m)    FRENCH FORM OF CORPORATE NAME. Except as reported or to be
              reported to the Administrative Agent in accordance with Section
              11.1(i), there is no French form of the corporate name of any
              Obligor.

       (n)    PRINCIPAL PLACES OF BUSINESS; JURISDICTIONS OF INCORPORATION.
              Except as reported or to be reported to the Administrative Agent
              in accordance with Section 11.1(i), the only place of business, or
              if an Obligor has more than one place of business, the principal
              place of business of each Obligor (for the purposes of the PPSA or
              any similar law of any other jurisdiction) and the jurisdiction of
              incorporation of each Obligor is as set out in Schedule D hereto.

       (o)    LOCATIONS OF TANGIBLE PERSONAL PROPERTY. Except as reported or to
              be reported to the Administrative Agent in accordance with Section
              11.1(i), the addresses of all locations of the inventory,
              equipment and other tangible personal property of each of the
              Obligors are as set out in Schedule N hereto.

       (p)    CONSENTS, APPROVALS, ETC. No consents, approvals,
              acknowledgements, undertakings, non-disturbance agreements,
              directions or other documents or instruments are required to be
              entered into by any Person, to make effective the Security created
              or intended to be created by the Obligors in favour of the
              Administrative Agent pursuant to the Security Documents and to
              ensure the perfection and the intended priority of such Security,
              except as provided in the Material Contracts relating to ownership
              of the Shares of Newinco Brazil. None of the Obligors is an
              "investment company" within the meaning of the INVESTMENT COMPANY
              ACT of 1940, as amended, or a "holding company", or a "subsidiary
              company" of a "holding company," or an "affiliate" of a "holding
              company" or of a "subsidiary company" of a "holding company",
              within the meaning of the PUBLIC UTILITY HOLDING COMPANY ACT of
              1935, as amended.

       (q)    CAPITAL OF PLEDGED SUBSIDIARIES. As at the date hereof, and
              hereafter, except as such information may change as a result of a
              transaction permitted hereby and reported to the Administrative
              Agent in accordance with Section 11.1(i):

              (i)    The authorized capital of EB Mines consists of (A) an
                     unlimited number of common shares with no par value, of
                     which 541,272,675 shares have been issued and are
                     outstanding as fully paid and non-assessable; and (B) an
                     unlimited number of preferred shares, issueable in series,
                     none of

<PAGE>

                     which are outstanding. Kinross Canada is the owner of
                     record of all of the issued and outstanding shares of EB
                     Mines. There are no outstanding warrants, options or other
                     agreements which require or may require the issuance of any
                     shares of EB Mines or the issuance of any debt or
                     securities convertible into shares of EB Mines, there are
                     no outstanding debt or securities convertible into shares
                     of EB Mines and there are no shares of EB Mines allotted
                     for issuance.

              (ii)   The authorized capital of Melba Creek consists of
                     10,000,000 shares with a par value of $0.01 each, of which
                     100,000 shares have been issued and are outstanding as
                     fully paid and non-assessable. Kinam Canada is the owner of
                     record of all of the issued and outstanding shares of Melba
                     Creek. There are no outstanding warrants, options or other
                     agreements which require or may require the issuance of any
                     shares of Melba Creek or the issuance of any debt or
                     securities convertible into shares of Melba Creek, there
                     are no outstanding debt or securities convertible into
                     shares of Melba Creek and there are no shares of Melba
                     Creek allotted for issuance.

              (iii)  The authorized capital of Fairbanks U.S. consists of 1,000
                     shares with a par value of $100.00 each, of which 10 shares
                     have been issued and are outstanding as fully paid and
                     non-assessable. Kinam Gold is the owner of record of all of
                     the issued and outstanding shares of Fairbanks U.S. There
                     are no outstanding warrants, options or other agreements
                     which require or may require the issuance of any shares of
                     Fairbanks U.S. or the issuance of any debt or securities
                     convertible into shares of Fairbanks U.S., there are no
                     outstanding debt or securities convertible into shares of
                     Fairbanks U.S. and there are no shares of Fairbanks U.S.
                     allotted for issuance.

              (iv)   The authorized capital of Kinam Refugio consists of 1,000
                     common shares with a par value of U.S.$100 each, of which
                     10 common shares have been issued and are outstanding as
                     fully paid and non-assessable. Kinam Gold is the owner of
                     record of all of the issued and outstanding shares of Kinam
                     Refugio There are no outstanding warrants, options or other
                     agreements which require or may require the issuance of any
                     shares of Kinam Refugio or the issuance of any debt or
                     securities convertible into shares of Kinam Refugio, there
                     are no outstanding debt or securities convertible into
                     shares of Kinam Refugio and there are no shares of Kinam
                     Refugio allotted for issuance.

              (v)    The authorized capital of Normandy Cayman consists of
                     150,000,000 ordinary shares with a par value of U.S.$1.00
                     each, of which 91,309,917 ordinary shares have been issued
                     and are outstanding as fully paid and non-assessable. TVX
                     Gold is the owner of record of all of the issued and
                     outstanding shares of Normandy Cayman. There are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of
                     Normandy Cayman or the issuance of any debt or securities
                     convertible into shares of Normandy Cayman, there are no

<PAGE>

                     outstanding debt or securities convertible into shares of
                     Normandy Cayman and there are no shares of Normandy Cayman
                     allotted for issuance.

              (vi)   The authorized capital of EB Inc. consists of 10,000 common
                     shares with no par value of which 2,000 common shares have
                     been issued and are outstanding as fully paid and
                     non-assessable. EB Mines is the owner of record of all of
                     the issued and outstanding shares of EB Inc. There are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of EB
                     Inc. or the issuance of any debt or securities convertible
                     into shares of EB Inc., there are no outstanding debt or
                     securities convertible into shares of EB Inc. and there are
                     no shares of EB Inc. allotted for issuance.

              (vii)  The authorized capital of TVX Gold consists of an unlimited
                     number of common shares of which two common shares have
                     been issued and are outstanding as fully paid and
                     non-assessable. Kinross Canada is the owner of record of
                     all of the issued and outstanding shares of TVX Gold. There
                     are no outstanding warrants, options or other agreements
                     which require or may require the issuance of any shares of
                     TVX Gold or the issuance of any debt or securities
                     convertible into shares of TVX Gold, there are no
                     outstanding debt or securities convertible into shares of
                     TVX Gold and there are no shares of TVX Gold allotted for
                     issuance.

              (viii) The authorized capital of Kinross U.S.A. consists of 25,000
                     common shares with a par value of U.S.$1.00 each and
                     666,666 preferred shares with a par value of U.S.$0.01
                     each, of which 13,200 common shares have been issued and
                     are outstanding as fully paid and non-assessable. Kinross
                     Canada is the owner of record of all of the issued and
                     outstanding shares of Kinross U.S.A. There are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of
                     Kinross U.S.A. or the issuance of any debt or securities
                     convertible into shares of Kinross U.S.A., there are no
                     outstanding debt or securities convertible into shares of
                     Kinross U.S.A. and there are no shares of Kinross U.S.A.
                     allotted for issuance.

              (ix)   The authorized capital of Kinam Gold consists of
                     200,000,000 common shares with a par value of U.S.$0.01
                     each and 10,000,000 preferred shares with a par value of
                     U.S.$1.00 each, , of which 92,213,988 common shares and
                     1,840,000 preferred shares designated as U.S.$3.75 Series B
                     Preferred Stock ("Series B Shares") have been issued and
                     are outstanding as fully paid and non-assessable. Kinross
                     U.S.A. is the owner of record of all of the issued and
                     outstanding common shares of Kinam Gold and of 1,616,372
                     Series B Shares and Kinross Canada is the owner of 100
                     Series B Shares. There are no outstanding warrants, options
                     or other agreements which require or may require the
                     issuance of any shares of Kinam Gold or the issuance of any
                     debt or securities convertible into shares of Kinam

<PAGE>

                     Gold, there are no outstanding debt or securities
                     convertible into shares of Kinam Gold and there are no
                     shares of Kinam Gold allotted for issuance.

              (x)    The authorized capital of Kinam Canada consists of
                     100,000,000 common shares with no par value and 100,000,000
                     preference shares with no par value, of which 1 common
                     share has been issued and is outstanding as fully paid and
                     non-assessable. Kinam Gold is the owner of record of all of
                     the issued and outstanding shares of Kinam Canada. There
                     are no outstanding warrants, options or other agreements
                     which require or may require the issuance of any shares of
                     Kinam Canada or the issuance of any debt or securities
                     convertible into shares of Kinam Canada, there are no
                     outstanding debt or securities convertible into shares of
                     Kinam Canada and there are no shares of Kinam Canada
                     allotted for issuance.

              (xi)   The authorized capital of Round Mountain consists of 1,000
                     common shares with a par value of U.S.$0.01 each, of which
                     1,000 common shares have been issued and are outstanding as
                     fully paid and non-assessable. EB Inc. is the owner of
                     record of all of the issued and outstanding shares of Round
                     Mountain. There are no outstanding warrants, options or
                     other agreements which require or may require the issuance
                     of any shares of Round Mountain or the issuance of any debt
                     or securities convertible into shares of Round Mountain,
                     there are no outstanding debt or securities convertible
                     into shares of Round Mountain and there are no shares of
                     Round Mountain allotted for issuance.

              (xii)  The authorized capital of TVX Cayman consists of 50,000
                     common shares with a par value of U.S.$1.00 each and
                     1,000,000 preference shares with a par value of U.S. $1.00
                     each, of which 100 common shares and 1,000,000 preference
                     shares have been issued and are outstanding as fully paid
                     and non-assessable. TVX Gold is the owner of record of all
                     of the issued and outstanding shares of TVX Cayman. There
                     are no outstanding warrants, options or other agreements
                     which require or may require the issuance of any shares of
                     TVX Cayman or the issuance of any debt or securities
                     convertible into shares of TVX Cayman, there are no
                     outstanding debt or securities convertible into shares of
                     TVX Cayman and there are no shares of TVX Cayman allotted
                     for issuance.

              (xiii) The authorized capital of Newinco consists of 50,000 shares
                     with a par value of U.S.$1.00 each, of which 100 shares
                     have been issued and are outstanding as fully paid and
                     non-assessable. TVX Cayman is the owner of record of all of
                     the issued and outstanding shares of Newinco. There are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of
                     Newinco or the issuance of any debt or securities
                     convertible into shares of Newinco, there are no
                     outstanding debt or securities convertible into shares of
                     Newinco and there are no shares of Newinco allotted for
                     issuance.

<PAGE>

              (xiv)  The authorized capital of TVX Newmont consists of
                     100,000,000 Newinco preferred shares, 200,000,000 voting
                     preferred shares and 200,000,000 common shares, in each
                     case with a par value of U.S.$0.01 each, of which
                     41,239,500 Newinco preferred shares, 93,943,500 voting
                     preferred shares and 93,943,600 common shares have been
                     issued and are outstanding as fully paid and
                     non-assessable. TVX Cayman is the owner of record of
                     93,943,600 common shares of TVX Newmont and Normandy Cayman
                     is the owner of record of 41,239,500 Newinco preferred
                     shares and 93,943,500 voting preferred shares of TVX
                     Newmont. There are no outstanding warrants, options or
                     other agreements which require or may require the issuance
                     of any shares of TVX Newmont or the issuance of any debt or
                     securities convertible into shares of TVX Newmont, there
                     are no outstanding debt or securities convertible into
                     shares of TVX Newmont and there are no shares of TVX
                     Newmont allotted for issuance.

              (xv)   The authorized capital of Newinco Brazil consists of
                     R$10,817,000 (reals), divided into 10,817,000 quotas with a
                     par value of R$1.00 (one real) each, of which 10,817,000
                     quotas have been issued and are outstanding as fully paid
                     and non-assessable. Newinco is the owner of record of
                     10,816,999 quotas of Newinco Brazil and TVX Brazil is the
                     owner of record of 1 quota of Newinco Brazil. There are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of
                     Newinco Brazil or the issuance of any debt or securities
                     convertible into shares of Newinco Brazil, there are no
                     outstanding debt or securities convertible into shares of
                     Newinco Brazil and there are no shares of Newinco Brazil
                     allotted for issuance.

              (xvi)  The authorized capital of TVX Newmont Holdings consists of
                     50,000 shares with a par value of U.S.$1.00 each, of which
                     40,002 shares have been issued and are outstanding as fully
                     paid and non-assessable. TVX Newmont is the owner of record
                     of all of the issued and outstanding shares of TVX Newmont
                     Holdings. There are no outstanding warrants, options or
                     other agreements which require or may require the issuance
                     of any shares of TVX Newmont Holdings or the issuance of
                     any debt or securities convertible into shares of TVX
                     Newmont Holdings, there are no outstanding debt or
                     securities convertible into shares of TVX Newmont Holdings
                     and there are no shares of TVX Newmont Holdings allotted
                     for issuance.

              (xvii) The authorized capital of Miicre consists of 900,000
                     ordinary shares with a par value of U.S.$1.00 each,
                     100,000,000 redeemable 5% non-cumulative preferred shares
                     with a par value of U.S.$1.00 each, and 140,000,000
                     redeemable retractable 10% non-cumulative preferred shares
                     with a par value of Cdn.$1.00 each, of which 128,760,000
                     Cdn.$ preferred and 1 ordinary share have been issued and
                     are outstanding as fully paid and non-assessable. TVX
                     Newmont Holdings is the owner of record of all of the
                     issued and outstanding shares of Miicre. There are no
                     outstanding

<PAGE>

                     warrants, options or other agreements which require or may
                     require the issuance of any shares of Miicre or the
                     issuance of any debt or securities convertible into shares
                     of Miicre, there are no outstanding debt or securities
                     convertible into shares of Miicre and there are no shares
                     of Miicre allotted for issuance.

             (xviii) The authorized capital of Cayman PI consists of 50,000
                     shares with a par value of U.S.$1.00 each, of which 101
                     shares have been issued and are outstanding as fully paid
                     and non-assessable. TVX Newmont Holdings is the owner of
                     record of all of the issued and outstanding shares of
                     Cayman PI. There are no outstanding warrants, options or
                     other agreements which require or may require the issuance
                     of any shares of Cayman PI or the issuance of any debt or
                     securities convertible into shares of Cayman PI, there are
                     no outstanding debt or securities convertible into shares
                     of Cayman PI and there are no shares of Cayman PI allotted
                     for issuance.

             (xix)   The authorized capital of Macaines consists of 500,000,000
                     ordinary shares with a par value of U.S.$1.00 each ranking
                     pari passu with the existing shares, of which 158,000,100
                     shares have been issued and are outstanding as fully paid
                     and non-assessable. Miicre is the owner of record of all of
                     the issued and outstanding shares of Macaines. There are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of
                     Macaines or the issuance of any debt or securities
                     convertible into shares of Macaines, there are no
                     outstanding debt or securities convertible into shares of
                     Macaines and there are no shares of Macaines allotted for
                     issuance.

             (xx)    The authorized capital of Mantos consists of 3,500,000
                     shares with no par value, of which 3,500,000 shares have
                     been issued and are outstanding as fully paid and
                     non-assessable. Macaines is the owner of record of
                     1,750,000 of the issued and outstanding shares of Mantos.
                     Except as provided in the Material Contracts, there are no
                     outstanding warrants, options or other agreements which
                     require or may require the issuance of any shares of Mantos
                     or the issuance of any debt or securities convertible into
                     shares of Mantos, there are no outstanding debt or
                     securities convertible into shares of Mantos and there are
                     no shares of Mantos allotted for issuance.

             (xxi)   The authorized capital of Montana consists of
                     R$12,743,000.00 (reals), divided into 12,743,000 quotas
                     with a par value of R$1.00 (one real) each, of which
                     12,743,000 quotas have been issued and are outstanding. IGM
                     is the owner of record of all of the issued and outstanding
                     shares of Montana. There are no outstanding warrants,
                     options or other agreements which require or may require
                     the issuance of any shares of Montana or the issuance of
                     any debt or securities convertible into shares of Montana,
                     there are no outstanding debt or securities convertible
                     into shares of Montana and there are no shares of Montana
                     allotted for issuance.

<PAGE>

             (xxii)  The authorized capital of TVX Brazil consists of
                     R$31,204,847.00 (reals), divided into 23,479,141 quotas,
                     with a par value of R$1.33 (one real thirty three cents)
                     each, of which 23,479,141 quotas have been issued and are
                     outstanding. Cayman PI is the owner of record of 13,339,491
                     quotas of TVX Brazil and Montana is the owner of record of
                     10,139,650 quotas of TVX Brazil. Expect as provided in the
                     Material Contracts, there are no outstanding warrants,
                     options or other agreements which require or may require
                     the issuance of any shares of TVX Brazil or the issuance of
                     any debt or securities convertible into shares of TVX
                     Brazil, there are no outstanding debt or securities
                     convertible into shares of TVX Brazil and there are no
                     shares of TVX Brazil allotted for issuance.

             (xxiii) The authorized capital of IGM consists of 900,000 ordinary
                     shares with a par value of U.S.$1.00 each, 60,000,000
                     redeemable 5% non-cumulative preferred shares with a par
                     value of U.S.$1.00 each and 40,000,000 redeemable
                     retractable 10% non-cumulative preferred shares with a par
                     value of Cdn.$1.00 each, of which 5,012 ordinary shares and
                     19,363,000 Cdn.$ preferred shares have been issued and are
                     outstanding as fully paid and non-assessable. TVX Newmont
                     Holding is the owner of record of all of the issued and
                     outstanding shares of IGM. There are no outstanding
                     warrants, options or other agreements which require or may
                     require the issuance of any shares of IGM or the issuance
                     of any debt or securities convertible into shares of IGM,
                     there are no outstanding debt or securities convertible
                     into shares of IGM and there are no shares of IGM allotted
                     for issuance.

       (r)    IRB LOAN AGREEMENT. As of the date hereof, the aggregate
              outstanding principal amount of the advances under the IRB Loan
              Agreement is U.S. $25,000,000.

       (s)    SIGNIFICANT MATERIAL SUBSIDIARIES AND PARTNERSHIPS. There are no
              Significant Material Subsidiaries other than the Obligors and
              those Significant Material Subsidiaries which are hereafter
              identified in compliance certificates delivered to the
              Administrative Agent pursuant to Section 11.1(a)(iii). No Company
              is, directly or indirectly, a member of, or a partner or
              participant in, any partnership, joint venture or syndicate where
              the joint liability arising from such membership or participation
              could reasonably be expected to have a Material Adverse Effect.

       (t)    CORPORATE STRUCTURE. As at the date hereof, and hereafter, except
              as such information may change as a result of a transaction
              permitted hereby and reported to the Administrative Agent in
              accordance with Section 11.1(a)(iii), the chart attached hereto as
              Schedule H accurately sets out the corporate structure of the
              Borrowers and all of their Subsidiaries and evidences (i)
              intercorporate share ownership and (ii) ownership of mines.

       (u)    SOLVENCY AFTER DRAWDOWN. On an unconsolidated basis,

<PAGE>

              (i)    the assets of each U.S. Borrower shall exceed its
                     respective liabilities, including contingent liabilities;

              (ii)   the capital of each U.S. Borrower shall not be unreasonably
                     small to conduct its respective business; and (iii) no U.S.
                     Borrower shall have incurred debts, nor shall have intended
                     to incur debts, beyond its respective ability to pay such
                     debts as they mature.

              (v)    EMPLOYEE BENEFIT PLANS. Each of the ERISA Companies has
                     fulfilled in all material respects its obligations under
                     the minimum funding standards of Section 302 of ERISA and
                     Section 412 of the Code with respect to each Plan and is in
                     material compliance with all other applicable provisions of
                     ERISA. No U.S. Borrower nor any ERISA Affiliate has
                     incurred any Withdrawal Liability that could reasonably
                     expected to have a Material Adverse Effect. None of the
                     ERISA Companies has received any notification that any
                     Multiemployer Plan is in reorganization or has been
                     terminated within the meaning of Title IV of ERISA.

       (w)    REGULATION U OR X. None of the Borrowers is engaged in the
              business of extending credit for the purpose of purchasing or
              carrying margin stock, and no proceeds of any credit obtained
              hereunder shall be used for a purpose which violates, or would be
              inconsistent with, F.R.S. Board Regulation U or X. Terms for which
              meanings are provided in F.R.S. Board Regulation U or X or any
              regulations substituted therefor, as from time to time in effect,
              are used in this Section with such meanings.

       (x)    ASSETS INSURED. The property and assets of the Companies are
              insured with insurers, in amounts, for risks and otherwise which
              are reasonable in relation to such property and assets (subject to
              the amount of such deductibles as are reasonable and normal in the
              circumstances) against loss or damage, and there has been no
              default or failure by the party or parties insured under the
              provisions of such policies of insurance maintained which would
              prevent the recovery by the Companies insured thereunder of the
              full amount of any material insured loss.

       (y)    REAL PROPERTY. As at the date hereof, and hereafter, except as
              such information may change as a result of a transaction permitted
              hereby and reported to the Administrative Agent in accordance with
              Section 11.1(i), none of the Obligors, other than Melba Creek,
              Fairbanks U.S., TVX Gold, EB Mines and Kinross Canada, own any
              material real property, Melba Creek owns no material real property
              other than its 51% interest in the Fort Knox Deposit, Fairbanks
              U.S. owns no material real property other than (i) its 49%
              interest in the Fort Knox Deposit and (ii) its 100% interest in
              the True North Deposit and in the Ryan Lode Deposit, TVX Gold owns
              no material real property other than its joint venture interest in
              respect of the gold mine near Pickle Lake, Ontario known as the
              Musselwhite Mine and its joint venture interest in respect of the
              gold mine near Snow Lake, Manitoba known as the New Britannia
              Mine, EB Mines owns no material real property other than the gold
              mine located in Nunavut Territory and

<PAGE>

              known as the Lupin Mine, and Kinross Canada owns no material real
              property other than its joint venture interest in respect of the
              gold mine near Timmins, Ontario known as the Dome Mine and the
              Hoyle Pond Mine.

       (z)    MATERIAL CONTRACTS. Each of the Material Contracts is in full
              force and effect, and, except as disclosed in the Management
              Information Circular, the Borrowers, as at the date hereof, are
              not aware of any actual or alleged outstanding material defaults
              thereunder.

       (aa)   EXISTING MARGINED AGREEMENTS. There are no Existing Margined
              Agreements other than those described in Schedule T.


       (bb)   TEMPORARY LETTERS. Schedule L fully describes all Temporary
              Letters as of the date hereof and the amount of the contingent
              liability of the Obligors thereunder as of the date hereof.

       (cc)   GUARANTEE OBLIGATIONS. There are no Guarantee Obligations of any
              Obligor which have been incurred other than in the ordinary course
              of the relevant Obligor's business.

       (dd)   NO OMISSIONS. None of the representations and statements of fact
              set forth in this Section 10.1 omits to state any material fact
              necessary to make any such representation or statement of fact not
              misleading in any material respect.

10.2   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

       All of the representations and warranties of the Borrowers contained in
Section 10.1 shall survive the execution and delivery of this agreement until
all credit outstanding hereunder has been repaid in full and the Credit Facility
has been terminated, notwithstanding any investigation made at any time by or on
behalf of the Administrative Agent or any of the Lenders.

                                   ARTICLE 11
                                    COVENANTS

11.1   AFFIRMATIVE COVENANTS

       The Borrowers hereby covenant and agree with the Administrative Agent and
the Lenders that, until all credit outstanding hereunder has been repaid in full
and the Credit Facility has been terminated, and unless waived in writing in
accordance with Section 14.14:

       (a)    FINANCIAL REPORTING. The Borrowers shall furnish the
              Administrative Agent with the following statements and reports
              (with sufficient copies for all of the Lenders):

              (i)    within 120 days after the end of each Fiscal Year, copies
                     of the audited consolidated financial statements of Kinross
                     Canada for such Fiscal Year and the auditors' report
                     thereon together with unaudited segmented

<PAGE>

                     financial statements for such Fiscal Year in respect of
                     specified entities and mines, in form and substance
                     satisfactory to the Administrative Agent, and a chart
                     setting out the corporate structure of the Borrowers and
                     all of their Subsidiaries, whether direct or indirect, and
                     evidencing (i) intercorporate share ownership and (ii) mine
                     ownership;

              (ii)   within 45 days after the end of each Fiscal Quarter, copies
                     of the unaudited consolidated financial statements of
                     Kinross Canada together with unaudited segmented financial
                     statements for such Fiscal Quarter in respect of specified
                     entities and mines, in form and substance satisfactory to
                     the Administrative Agent;

              (iii)  concurrent with the deliveries of financial statements
                     pursuant to clauses (i) and (ii) above, a duly executed and
                     completed compliance certificate, in the form attached as
                     Schedule B hereto and signed by a senior financial officer
                     of Kinross Canada;

              (iv)   within 45 days after the end of each Fiscal Quarter, a
                     report summarizing the commodity, interest rate and foreign
                     exchange risk management activities of the Companies;

              (v)    within 120 days after the end of each Fiscal Year from and
                     including the Fiscal Year ending December 31, 2003, a
                     report, prepared by Kinross Canada and reviewed by one of
                     the Independent Engineers, detailing Kinross Canada's
                     estimated consolidated future reclamation and closure
                     costs;

              (vi)   within 120 days after the end of each Fiscal Year, an
                     annual budget (including a cash flow forecast, gold
                     production projections and a capital expenditures plan) of
                     Kinross Canada in respect of the next period of three
                     Fiscal Years including the then current Fiscal Year;

              (vii)  within 15 days after the end of each calendar month, a
                     detailed report on the Unencumbered Domestic Cash Balance
                     as at the last day of such calendar month;

              (viii) concurrent with disclosure provided to U.S. regulatory
                     authorities on an annual basis, copies of such disclosure
                     as it relates to Guarantee Obligations of the Obligors; and

              (ix)   such other statements, reports and information as the
                     Administrative Agent on the instructions of the Majority
                     Lenders may reasonably request from time to time.

       (b)    COPIES OF PUBLIC FILINGS. Kinross Canada shall, upon request,
              furnish the Administrative Agent with copies of all documents
              which are filed by any of the Companies with the Ontario
              Securities Commission or with any similar Official Body in any
              other jurisdiction in compliance with applicable securities
              legislation.

<PAGE>

       (c)    USE OF PROCEEDS. The Borrowers shall apply all of the proceeds of
              the credit obtained under the Credit Facility to repay in full the
              Existing Credit Agreement (other than the Existing Letters and
              accrued fees thereon) and to assume outstanding letters of credit
              as Letters or issue Letters to replace outstanding letters of
              credit and otherwise for working capital requirements and general
              operating purposes.

       (d)    INSURANCE. The Borrowers shall, and shall cause each Guarantor to,
              insure and keep insured, with insurers, for risks, in amounts and
              otherwise upon terms (including, without limitation, the
              undertaking of the insurer to give the Administrative Agent 30
              days' written notice of the cancellation of the policy)
              satisfactory to the Administrative Agent acting reasonably, all of
              the Secured Assets, with the Administrative Agent, for and on
              behalf of the Finance Parties, named as loss payee and additional
              insured as their interest may appear with respect to all property,
              boiler and machinery insurance. The Borrowers shall deliver to the
              Administrative Agent certificates of insurance (Accord form or
              equivalent) or if required certified copies of all of the
              insurance policies, riders and endorsements relating to the
              aforesaid insurance. The covenants contained in this Section
              11.1(d) shall, without duplication, be in addition to any
              covenants relating to insurance which are contained in any of the
              Security Documents. The Borrowers shall promptly notify the
              Administrative Agent of any material loss, damage, or destruction
              to the Secured Assets or arising from their use, whether or not
              covered by insurance. In the absence of any Default or Event of
              Default, and provided that the aggregate amount of such proceeds
              does not exceed $5,000,000, or such proceeds exceed $5,000,000 but
              the Borrowers have promptly provided to the Administrative Agent a
              detailed report on the proposed uses of such proceeds, the
              Borrowers shall have the right to determine whether, and to what
              extent, such insurance proceeds shall be used for repair or
              replacement. If, however, any Default or Event of Default shall be
              continuing, or the aggregate amount of such insurance proceeds
              exceeds $5,000,000 and the Borrowers have not promptly provided to
              the Administrative Agent a detailed report on the proposed uses of
              such proceeds, the Majority Lenders may determine, in their sole
              discretion, whether the proceeds shall be used for repair or
              replacement. If neither an Event of Default nor a Default exists,
              and aggregate proceeds of such insurance do not exceed $5,000,000
              or such proceeds exceed $5,000,000 but the Borrowers have promptly
              provided to the Administrative Agent a detailed report on the
              proposed uses of such proceeds, the Borrowers or any Guarantor, as
              the case may be, may negotiate a settlement regarding such
              proceeds with the insurance company and the Administrative Agent
              shall forward such proceeds to the Borrower or Guarantor, as the
              case may be. If, however, an Event of Default or a Default exists,
              or the aggregate amount of insurance proceeds exceeds $5,000,000
              and the Borrowers have not promptly provided to the Administrative
              Agent a detailed report on the proposed uses of such proceeds, the
              Administrative Agent shall collect such insurance proceeds
              directly and no Obligor shall enter into any settlement agreement
              with the applicable insurance company without the prior written
              consent of the Administrative Agent, which consent shall not be
              unreasonably withheld. At any time that the Security has become
              enforceable,

<PAGE>

              such insurance proceeds shall be treated as Proceeds of
              Realization and applied as provided herein.

       (e)    ACCESS TO SENIOR FINANCIAL OFFICERS. Upon the request of the
              Administrative Agent at reasonable intervals, the Borrowers shall,
              and shall cause each Material Subsidiary to, make available its
              senior financial officers to answer questions concerning such
              Company's business and affairs.

       (f)    REIMBURSEMENT OF EXPENSES. The Borrowers shall (i) reimburse the
              Co-Lead Arrangers and Administrative Agent, on demand, for all
              reasonable out-of-pocket costs, charges and expenses incurred by
              or on behalf of the Administrative Agent (including, without
              limitation, the reasonable fees, disbursements and other charges
              of one primary counsel and any local or special counsel to the
              Co-Lead Arrangers and the Administrative Agent, of the Independent
              Engineers and of any mining title consultant retained by the
              Administrative Agent as well the costs of any engineering reports
              and environmental audits and studies as required by the
              Administrative Agent) in connection with the negotiation,
              preparation, execution, delivery, syndication, administration and
              interpretation of the Credit Documents and the closing
              documentation ancillary to the completion of the transactions
              contemplated hereby and any amendments and waivers hereto (whether
              or not consummated or entered into), the charges of Intralinks and
              any lien search fees and lien registration fees and (ii) reimburse
              the Co-Lead Arrangers, the Administrative Agent and the Lenders,
              on demand, for all reasonable out-of-pocket costs, charges and
              expense incurred by or on behalf of any of them (including the
              fees, disbursements and other charges of counsel) in connection
              with the enforcement of the Credit Documents.

       (g)    NOTICE OF EXPROPRIATION OR CONDEMNATION. The Borrowers shall
              promptly notify the Administrative Agent of the commencement or
              the written threat of any expropriation or condemnation of any of
              the Secured Assets or of the institution of any proceedings
              related thereto.

       (h)    INSPECTION OF ASSETS AND OPERATIONS. The Borrowers shall, and
              shall cause each Material Subsidiary to, permit representatives of
              the Administrative Agent from time to time and representatives of
              the Lenders (but no more than once in any particular Fiscal Year
              with respect to any particular Lender) to inspect the Secured
              Assets and for that purpose to enter on any property which is
              owned and controlled by the Borrowers or the Material Subsidiaries
              and where any of the Secured Assets may be situated during
              reasonable business hours and, unless a Default has occurred and
              is continuing, upon reasonable notice.

       (i)    CHANGE OF NAME, OFFICE OR OTHER INFORMATION. The Borrowers shall
              notify the Administrative Agent in writing (i) promptly of any
              change in (A) the corporate name of any Obligor; (B) the location
              of the principal place of business, chief executive office or head
              office of any Obligor; (C) the jurisdiction of incorporation of
              any Obligor; or (D) the jurisdictions in which tangible property
              of any Obligor is located; (ii) not less than 10 Banking Days
              prior to the closing

<PAGE>

              thereof, of any transaction permitted hereby which will result in
              any change in the information set out in the representations made
              in Section 10.1(q); and (iii) at the time that they deliver their
              next Compliance Certificate, the description of any additional
              real property acquired by any Obligor.

       (j)    CORPORATE EXISTENCE. Other than as permitted pursuant to the
              proviso in Section 11.2(b), the Borrowers shall, and shall cause
              each Material Subsidiary to, maintain its corporate existence in
              good standing and qualify and remain duly qualified to carry on
              business and own property in each jurisdiction in which such
              qualification is necessary.

       (k)    CONDUCT OF BUSINESS. The Borrowers shall, and shall cause each
              Material Subsidiary to, conduct its business in such a manner so
              as to comply with all laws and regulations (including, without
              limitation, Environmental Laws), so as to observe and perform all
              its obligations under leases, licences and agreements necessary
              for the proper conduct of its business and so as to preserve and
              protect its property and assets and the earnings, income and
              profits therefrom where such non-compliance, non-observance or
              non-performance could reasonably be expected to have a Material
              Adverse Effect. The Borrowers shall, and shall cause each Material
              Subsidiary to, perform all obligations incidental to any trust
              imposed upon it by statute and shall ensure that any breaches of
              the said obligations and the consequences of any such breach shall
              be promptly remedied. The Borrowers shall, and shall cause each
              Material Subsidiary to, obtain and maintain all licenses, permits,
              government approvals, franchises, authorizations and other rights
              necessary for the operation of its business where failure to do so
              could reasonably be expected to have a Material Adverse Effect.

       (l)    TAXES. The Borrowers shall pay, and shall cause each Material
              Subsidiary to pay, all material taxes, rates, government fees and
              dues levied, assessed or imposed upon it and upon its property or
              assets or any part thereof, as and when the same become due and
              payable, save and except when and so long as the validity of any
              such taxes, rates, fees, dues, levies, assessments or imposts is
              being contested in good faith by appropriate proceedings and
              reserves are being maintained in accordance with generally
              accepted accounting principles while forfeiture of any part of its
              property or assets may result from the failure to so pay during
              the period of any such contest.

       (m)    NOTICE OF LITIGATION. The Borrowers shall promptly notify the
              Administrative Agent of any actions, suits, inquiries, claims or
              proceedings (whether or not purportedly on behalf of any Company)
              commenced or threatened in writing against or affecting any
              Company before any Official Body which in any case or in the
              aggregate could reasonably be expected to have a Material Adverse
              Effect.

       (n)    ENVIRONMENTAL MATTERS. The Borrowers shall, and shall cause each
              Material Subsidiary to, as soon as practicable and in any event
              within 30 days, notify the Administrative Agent and provide copies
              upon receipt of all written claims, complaints, notices or
              inquiries relating to the condition of its facilities and

<PAGE>

              properties or compliance with Environmental Laws, which claims,
              complaints, notices or inquiries relate to matters which could
              reasonably be expected to have a Material Adverse Effect, and
              shall proceed diligently to resolve any such claims, complaints,
              notices or inquiries relating to compliance with Environmental
              Laws and provide such information and certifications which the
              Administrative Agent may reasonably request from time to time to
              evidence compliance with this Section 11.1(n).

       (o)    TANGIBLE NET WORTH. The Borrowers shall, as at the last day of
              each Fiscal Quarter, maintain Tangible Net Worth in an amount
              greater than the aggregate of:

              (i)    an amount expressed in U.S. dollars which is equal to 80%
                     of the Tangible Net Worth of Kinross Canada as at January
                     31, 2003, following the completion of the Transaction, as
                     shown on the opening consolidated balance sheet of Kinross
                     Canada ; and

              (ii)   the aggregate of 50% of Net Income for each Fiscal Quarter
                     after the Fiscal Quarter ending March 31, 2003 which has
                     been completed on or before the date of determination and,
                     for the purposes of this covenant, (x) if Net Income for
                     any Fiscal Quarter is a negative amount, it shall be deemed
                     to be equal to zero and (y) Net Income shall be calculated
                     for Kinross Canada on a consolidated basis.

       (p)    INTEREST COVERAGE RATIO. The Borrowers shall, for each Fiscal
              Quarter, maintain the Interest Coverage Ratio in an amount greater
              than or equal to 4.5:1.

       (q)    LEVERAGE RATIO. The Borrowers shall, for each Fiscal Quarter,
              maintain the Leverage Ratio in an amount less than or equal to
              3.0:1.

       (r)    UNENCUMBERED DOMESTIC CASH BALANCE. The Borrowers shall, and shall
              cause other Obligors to, at all times, maintain an Unencumbered
              Domestic Cash Balance of greater than or equal to the aggregate
              of:

              (i)    (A) up to and including December 31, 2003, the Total
                     Commitment Amount at such date less U.S.$95,000,000, (B)
                     from January 1, 2004 to December 31, 2004, the Total
                     Commitment Amount at such date less U.S.$80,000,000, and
                     (C) from and after January 1, 2005, the Total Commitment
                     Amount at such date less U.S.$65,000,000; and

              (ii)   the product obtained by multiplying (A) the greater of (i)
                     zero and (ii) U.S.$280 less the Projected Realized Price at
                     such date, by (B) the Projected Production at such date.

       (s)    PROVEN AND PROBABLE RESERVES. As at the last day of each Fiscal
              Quarter, the forecast of the aggregate Reserves from producing
              properties to the extent of the interests of the Companies therein
              (excluding those properties located in Russia, Greece or Zimbabwe)
              which will exist on the date immediately following the Maturity
              Date shall exceed 5,000,000 ounces.

<PAGE>

       (t)    FORT KNOX MINE. Kinross Canada shall, directly or indirectly, at
              all times maintain 100% ownership of the Fort Knox Mine.

       (u)    INTERCOMPANY INDEBTEDNESS. The Borrowers shall cause all
              Indebtedness owing by any Obligor to any direct or indirect
              Subsidiary of Kinross Canada (other than to another Obligor) to be
              subordinated and postponed, pursuant to the Postponement and
              Subordination Undertaking, to the Secured Obligations of such
              Obligor for so long as a Default has occurred and is continuing.

       (v)    INVESTMENT ACCOUNTS. The Borrowers shall, and shall cause each
              Guarantor to, maintain all cash and Cash Equivalents in the
              Investment Accounts. The Borrowers shall forthwith notify the
              Administrative Agent of any Investment Account established after
              the date hereof with a financial institution other than the
              Lenders and shall further provide to the Administrative Agent the
              requested form of acknowledgement from such other financial
              institution with respect to such Investment Account. The Borrowers
              shall cause the Non-Guaranteeing Subsidiaries, other than the
              Greek, Russian and Zimbabwian Subsidiaries, and the Obligors that
              do not maintain an Investment Account to promptly Distribute all
              cash balances, subject to appropriate working capital reserves, to
              an Obligor that maintains an Investment Account.

       (w)    ERISA. The Borrowers shall, and shall cause each ERISA Affiliate
              to, furnish to the Administrative Agent:

              (i)    promptly after receipt thereof (but in no event later than
                     30 days after such receipt), a copy of any notice any ERISA
                     Company receives after the date of this agreement from the
                     PBGC relating to the intention of the PBGC to terminate any
                     Plan or Plans or to appoint a trustee to administer any
                     Plan or Plans, if such termination or appointment would
                     result in a Material Adverse Effect;

              (ii)   within 10 days after the due date for filing with the PBGC
                     pursuant to Section 412(n) of the Code of a notice of
                     failure to make a required instalment or other payment with
                     respect to a Plan, a statement of a financial officer
                     setting forth details as to such failure and the action
                     proposed to be taken with respect thereto, together with a
                     copy of such notice given to the PBGC, but only if such
                     failure to make a required instalment would result in a
                     Material Adverse Effect; and

              (iii)  promptly and in any event within 30 days after receipt
                     thereof by any ERISA Company from the sponsor of a
                     Multiemployer Plan, a copy of each notice received by any
                     ERISA Company concerning (A) the imposition of any
                     Withdrawal Liability or (B) a determination that a
                     Multiemployer Plan is, or is expected to be, terminated or
                     in reorganization, in each case within the meaning of Title
                     IV of ERISA, but only if the imposition of such withdrawal
                     liability, in the case of

<PAGE>

                     clause (A), or such termination or reorganization, in the
                     case of clause (B), would result in a Material Adverse
                     Effect.

       (x)    BOOKS AND RECORDS. The Borrowers shall, and shall cause the
              Material Subsidiaries to, keep proper books of account and records
              covering all its business and affairs on a current basis, make
              full, true and correct entries of its transactions in such books,
              set aside on its books from their earnings all such proper
              reserves as required by generally accepted accounting principles
              and permit representatives of the Administrative Agent to inspect
              such books of account, records and documents and to make copies
              therefrom during reasonable business hours and upon reasonable
              notice and to discuss the affairs, finances and accounts of such
              Company with its auditors during reasonable business hours and
              upon reasonable notice.

       (y)    NOTICE OF DEFAULT OR EVENT OF DEFAULT. Upon the occurrence of
              either a Default or an Event of Default of which any Borrower is
              aware, such Borrower shall promptly deliver to the Administrative
              Agent a notice specifying the nature and date of occurrence of
              such Default or Event of Default, such Borrower's assessment of
              the duration and effect thereof and the action which such Borrower
              proposes to take with respect thereto.

       (z)    MATERIAL CONTRACTS. The Borrower shall provide to the
              Administrative Agent a copy of each amendment to any of the
              provisions of any of the Material Contracts at the time that it
              delivers its next Compliance Certificate pursuant to Section
              11.1(a).

       (aa)   ADDITIONAL GUARANTORS. Upon the direct or indirect formation or
              acquisition by Kinross Canada of a Material Subsidiary or upon a
              Subsidiary of Kinross Canada becoming a Material Subsidiary,
              unless such Subsidiary is already an Obligor, one of the Greek,
              Russian and Zimbabwian Subsidiaries or such Subsidiary is
              designated in writing as a Non-Guaranteeing Subsidiary by the
              Majority Lenders, Kinross Canada shall forthwith cause such
              Subsidiary to deliver to the Administrative Agent all of the
              documents referred to in Sections 12.2(b), (c), (h), (i), (j) and
              (k) as such documents would relate to such Subsidiary as a
              Guarantor, whereupon such Subsidiary shall become an Additional
              Guarantor for all purposes of this agreement.

       (bb)   ADDITIONAL BORROWERS. By written notice given to the
              Administrative Agent with the written consent of all of the
              Lenders in their sole and absolute discretion, Kinross Canada may
              designate any wholly-owned Subsidiary as an Additional Borrower
              and such Subsidiary shall become an Additional Borrower upon the
              delivery to the Administrative Agent of all of the documents
              referred to in Sections 12.2(b), (c), (h), (i), (j) and (k) as
              such documents would relate to such Subsidiary as a Borrower and a
              duly executed Borrower Instrument of Adhesion.

       (cc)   TEMPORARY LETTERS. The Borrowers shall use commercially reasonable
              efforts to replace all of the Temporary Letters with Letters on or
              prior to July 31, 2003.

<PAGE>

11.2   RESTRICTIVE COVENANTS

                  The Borrowers hereby covenant and agree with the
Administrative Agent and the Lenders that, until all credit outstanding
hereunder has been repaid in full and the Credit Facility has been terminated,
and unless waived in writing in accordance with Section 14.14:

       (a)    LIENS. The Borrowers shall not, and shall not permit or suffer any
              Material Subsidiary to, enter into or grant, create, assume or
              suffer to exist any Lien affecting any of their respective
              properties, assets or undertaking, whether now owned or hereafter
              acquired, save and except only for the Permitted Liens.

       (b)    CORPORATE EXISTENCE. The Borrowers shall not, and shall not permit
              or suffer any Material Subsidiary to, take part in any
              amalgamation, merger, dissolution, winding up, corporate
              reorganization, capital reorganization or similar proceeding or
              arrangement or discontinue any businesses; provided, however, that
              the foregoing shall not prohibit amalgamations or corporate
              reorganizations solely between two or more Obligors or solely
              between two or more Material Subsidiaries that are not Obligors
              provided (x) notice of such amalgamation or corporate
              reorganization (and reasonable details thereof) has been provided
              by the Borrowers to the Administrative Agent ten Banking Days
              before the proposed implementation date of such amalgamation or
              corporate reorganization and (y) the Administrative Agent is
              satisfied, in its sole discretion acting reasonably, that the
              completion of such amalgamation or corporate reorganization would
              not adversely affect any rights of the Administrative Agent or any
              of the Lenders under any Guarantee or any Security Document and
              (z) no Default or Event of Default has occurred and is continuing
              at the time of such proposed implementation and no Default or
              Event of Default would arise immediately thereafter.

       (c)    DISPOSITION OF ASSETS. Kinross Canada shall not suffer or permit
              the sale or other disposition of all or substantially all of the
              assets of any operating mine which is owned by any Company or all
              or substantially all of the direct or indirect interest of any
              Company in any operating mine. Kinross Canada shall not suffer or
              permit the sale or other disposition of any of the shares of the
              Companies. The Borrowers shall not, and shall not suffer or permit
              any of the Material Subsidiaries to, sell or otherwise dispose of
              any of their respective assets by way of Sale Leaseback, other
              than in connection with Capital Leases permitted hereby. The
              foregoing prohibitions and any prohibitions in any Security
              Documents on sale or other disposition shall not prohibit (x) the
              Companies allowing mineral claims to lapse on the Undeveloped
              Portion of the Fort Knox Mine or (y) the Companies selling or
              granting participating interests (by way of joint venture,
              farm-out or otherwise) with respect to the Undeveloped Portion of
              the Fort Knox Mine. Notwithstanding any prohibitions herein or in
              any Security Documents in respect of the sale or other disposition
              of any property of the Companies, the Companies shall be entitled
              to sell or otherwise dispose of, free and clear of the Security,
              (A) inventory and worn out, unserviceable or obsolete equipment in
              the ordinary course of business, (B) Non-Core Assets for their
              fair market value

<PAGE>

              provided that no Default has occurred and is continuing at the
              time of such sale or disposition and (C) other assets in the
              ordinary course of business for fair market value, provided that
              no Default has occurred and is continuing at the time of such sale
              or disposition and the aggregate gross proceeds of such sales and
              dispositions do not exceed $10,000,000 in any Fiscal Year. The
              Administrative Agent shall execute and deliver, at the sole
              expense of the Borrowers, all such partial releases and discharges
              as the Borrowers may reasonably require in respect of any sale or
              other disposition of property permitted hereunder.

       (d)    CAPITAL AND EXPLORATION EXPENDITURES. The aggregate amount of
              Capital Expenditures and Exploration Expenditures during any
              Fiscal Year shall not exceed $80,000,000.

       (e)    GOLD HEDGING CONTRACTS. The Borrowers shall not, and shall not
              suffer or permit the Material Subsidiaries to, have outstanding
              any gold hedging contracts which create matured or contingent
              obligations to deliver gold in the aggregate in excess of 75% of
              the projected production of the Companies in any future 12 month
              period, such projected production (x) to be based upon the most
              recent budget of Kinross Canada delivered to the Administrative
              Agent pursuant to Section 11.1(a)(vi), such budget to be in
              substantially the form previously delivered by Kinross Canada to
              the Administrative Agent and (y) to be based on assumptions
              acceptable to the Majority Lenders, acting reasonably.

       (f)    REGULATION U OR X. The Borrowers shall not, and shall not suffer
              or permit any Material Subsidiary to, engage in the business of
              extending credit for the purpose of purchasing or carrying margin
              stock. The Borrowers shall not use any of the proceeds of any
              credit extended hereunder to "purchase" or "carry" any "margin
              stock" as defined in Regulation U of the F.R.S. Board.

       (g)    HEDGING AGREEMENTS. The Borrowers shall not, and shall not suffer
              or permit any Material Subsidiary to, enter into any Hedging
              Agreement or derivative contract for speculative purposes or enter
              into any Hedging Agreement with any counterparty on a margined
              basis. This covenant shall not apply to any Hedging Agreements
              (collectively, the "EXISTING MARGINED AGREEMENTS") entered into on
              a margined basis by any of TVX Gold, EB Mines or their respective
              Subsidiaries prior to the completion of the Transaction, provided
              there are no further trades under any particular Existing Margined
              Agreement after the date hereof until such Existing Margined
              Agreement ceases to be on a margined basis. The Borrowers shall,
              on or prior to July 31, 2003, terminate the Existing Margined
              Agreements or amend them so that they are no longer on a margined
              basis. Each Lender hereby consents to all Liens created by any
              Security Documents in any rights of any Obligors in or to any
              Hedging Agreements to which such Lender is a party.

       (h)    AMENDMENTS. The Borrowers shall not suffer or permit any
              amendment, modification, supplement, replacement, waiver or
              termination to or of any provision of the IRB Loan Agreements to
              the extent such amendments relate to rate, amortization, term or
              security and are adverse to the interests of the

<PAGE>

              Borrowers. The Borrowers shall not suffer or permit any
              termination of any of the Material Contracts and, except in
              accordance with commercially reasonable and prudent mining
              practices, shall not suffer or permit any amendment, modification,
              supplement, replacement or waiver of a material nature to or of
              any provision of any Material Contract. The Borrowers shall not,
              and shall not suffer or permit any of the Material Subsidiaries
              to, amend their articles of incorporation, other than to effect a
              transaction permitted hereunder or for changes that are to be
              reported to the Administrative Agent pursuant hereto, provided
              that the Borrowers are not in default of such reporting
              obligation.

       (i)    DISTRIBUTIONS. Except as set forth in the following sentence, the
              Borrowers shall not, and shall not suffer or permit the Material
              Subsidiaries to, make any Distribution (except to an Obligor). The
              Borrowers may make, suffer or permit the following Distributions:

              (i)    scheduled payments of interest with respect to any
                     Indebtedness of an Obligor which is subordinated to the
                     Secured Obligations of such Obligor;

              (ii)   Distributions not to exceed U.S. $3,100,000 in the
                     aggregate with respect to the redemption of the redeemable,
                     retractable preferred shares of Kinross Canada, provided
                     always that any such Distribution is in accordance with the
                     terms of such shares as they existed as of March 8, 2000
                     and the source of funds for such Distributions is the
                     issuance of common equity;

              (iii)  Distributions with respect to the Series B Shares of Kinam
                     Gold, provided always that any such Distribution is in
                     accordance with terms of such shares as they existed at the
                     date hereof and such Distributions to Persons other than
                     Obligors do not exceed U.S. $1,500,000 in the aggregate in
                     any Fiscal Year;

              (iv)   Distributions with respect to the payment of dividends with
                     respect to the redeemable, retractable preferred shares of
                     Kinross Canada, provided always that any such Distribution
                     is in accordance with the terms of such shares as they
                     existed as of March 8, 2000; and

              (v)    Distributions in any Fiscal Year in respect of defeasance
                     or repurchase transactions relating to the Permitted
                     Debentures (A) not exceeding $5,000,000 in any Fiscal Year
                     if the source of funds for such Distributions is the
                     issuance of common equity prior to the date hereof; and (B)
                     without limit in any Fiscal Year if the source of the funds
                     for such Distribution is the issuance of common equity
                     after the date hereof;

              in each case provided (x) no Default has occurred and is
              continuing at the time of making any such Distribution and (y) no
              Default would arise immediately after the making of any such
              Distribution.

<PAGE>

       (j)    INDEBTEDNESS. The Borrowers shall not, and shall not suffer or
              permit any Material Subsidiary to, create, incur, assume or suffer
              to exist any Indebtedness other than Permitted Indebtedness.

       (k)    INVESTMENTS. The Borrowers shall not, and shall not permit any of
              the Material Subsidiaries to, make any Investments in any Person,
              except:

              (i)    extensions of trade credit and asset purchases in the
                     ordinary course of business;

              (ii)   Permitted Portfolio Investments;

              (iii)  to the extent permitted by applicable law, loans and
                     advances to officers, directors and employees of any
                     Company (i) to finance the purchase of Shares of Kinross
                     Canada provided that the aggregate principal amount of such
                     loans and advances made in connection with all such
                     acquisitions shall not exceed U.S. $1,000,000 and (ii) for
                     additional purposes not contemplated by clause (i) above in
                     an aggregate principal amount at any time outstanding with
                     respect to this clause (ii) not exceeding U.S. $2,000,000.

              (iv)   Investments constituting non-cash proceeds of sales,
                     transfers and other dispositions of assets to the extent
                     permitted by Section 11.2(c);

              (v)    Investments in any Obligor;

              (vi)   additional Investments (including Investments constituting
                     the acquisition of business units) in an aggregate amount
                     not in excess of $20,000,000 in any Fiscal Year provided
                     that any such Investment is made (A) to pay for
                     environmental obligations; or (B) in the ordinary course of
                     business, in the same line of business as the Obligors, for
                     fair market value; and in each case, at a time when no
                     Default has occurred and is continuing or would arise as a
                     result of such Investment; (vii) Investments to the extent
                     that payment for such Investments is made solely with
                     Shares of Kinross Canada; and

              (viii) Capital Expenditures and Exploration Expenditures to the
                     extent permitted under Section 11.2(d).

11.3   PERFORMANCE OF COVENANTS BY ADMINISTRATIVE AGENT

       The Administrative Agent may, on the instructions of the Majority Lenders
and upon notice by the Administrative Agent to the Borrowers, perform any
covenant of the Borrowers under this agreement which the Borrowers fail to
perform or cause to be performed and which the Administrative Agent is capable
of performing, including any covenants the performance of which requires the
payment of money, provided that the Administrative Agent shall not be obligated
to perform any such covenant on behalf of the Borrowers and no such

<PAGE>

performance by the Administrative Agent shall require the Administrative Agent
to further perform the Borrowers' covenants or shall operate as a derogation of
the rights and remedies of the Administrative Agent and the Lenders under this
agreement or as a waiver of such covenant by the Administrative Agent. Any
amounts paid by the Administrative Agent as aforesaid shall be reimbursed by the
Lenders in their Global Pro Rata Shares and shall be repaid by the Borrowers to
the Administrative Agent on behalf of the Lenders on demand.

                                   ARTICLE 12
                    CONDITIONS PRECEDENT TO OBTAINING CREDIT

12.1   CONDITIONS PRECEDENT TO ALL CREDIT

       The obligation of the Lenders to extend credit hereunder is subject to
fulfilment of the following conditions precedent on the date such credit is
extended:

       (a)    the relevant Borrower shall have complied with the requirements of
              Article 4, Article 5 or Article 6, as the case may be, in respect
              of the relevant credit;

       (b)    no Default has occurred and is continuing or would arise
              immediately after giving effect to or as a result of such
              extension of credit;

       (c)    the representations and warranties of the Borrowers contained in
              Section 10.1 shall be true and correct in all respects on the date
              such credit is extended as if such representations and warranties
              were made on such date (representations and warranties made as of
              the date hereof shall continue to refer to the date of this
              agreement and not to the date that the representations and
              warranties are deemed to have been repeated and representations
              and warranties that will change as a result of a transaction
              permitted hereby shall be deemed to have been amended to reflect
              such change provided that the Borrowers are not in default of
              their obligations to provide written notice thereof in accordance
              with Section 11.1(a) or (i)); and

       (d)    the Credit Facility has not been terminated pursuant to Section
              2.4.

12.2   CONDITIONS PRECEDENT TO INITIAL DRAWDOWN

       The obligation of the Lenders to extend credit for the first time
hereunder is subject to fulfilment of the following conditions precedent on or
before March 31, 2003:

       (a)    the conditions precedent set forth in Section 12.1 have been
              fulfilled;

       (b)    as continuing collateral security for the Secured Obligations,
              each Obligor has duly executed and delivered to the Administrative
              Agent the Security Documents to which it is a signatory, the
              Guarantors have duly executed and delivered to the Administrative
              Agent the Guarantees and the Borrowers have duly executed and
              delivered to the Administrative Agent the Borrower Guarantees;

<PAGE>

       (c)    the Administrative Agent has received, in form and substance
              satisfactory to the Administrative Agent:

              (i)    a duly certified copy of the articles of incorporation,
                     articles of amalgamation or similar documents and by-laws
                     of each Obligor;

              (ii)   a certificate of status or good standing for each Obligor
                     issued by the appropriate governmental body or agency of
                     the jurisdiction in which such Obligor is incorporated;

              (iii)  a duly certified copy of the resolution of the board of
                     directors of each Obligor authorizing it to execute,
                     deliver and perform its obligations under each Credit
                     Documents to which such Obligor is a signatory and a duly
                     certified copy of the resolution of the board of directors
                     (if required under the constating documents or by-laws of
                     the Subsidiary) of each Pledged Subsidiary authorizing the
                     pledge of all of its issued and outstanding shares to the
                     Administrative Agent and any subsequent disposition thereof
                     by the Administrative Agent in realizing on the security
                     therein constituted by the relevant Security Documents;

              (iv)   a certificate of an officer of each Obligor, in such
                     capacity, setting forth specimen signatures of the
                     individuals authorized to sign the Credit Documents to
                     which such Obligor is a signatory;

              (v)    a certificate of a senior officer of Kinross Canada, in
                     such capacity, certifying that, to the best of his
                     knowledge after due inquiry, no Default has occurred and is
                     continuing or would arise immediately after giving effect
                     to or as a result of such extension of credit;

              (vi)   share certificates representing all of the issued and
                     outstanding shares of each of the Pledged Subsidiaries, in
                     each case duly endorsed in blank for transfer or attached
                     to duly executed stock transfers and powers of attorney;

              (vii)  copies of insurance policies, riders and endorsements,
                     insurance binders, certificates of insurance and statements
                     of coverage with respect to the insurance referred to in
                     Section 11.1(d);

              (viii) an opinion of each Obligor's counsel addressed to the
                     Lenders, the Administrative Agent and its counsel, relating
                     to the status and capacity of each Obligor, the due
                     authorization, execution and delivery and the validity and
                     enforceability of the Credit Documents to which such
                     Obligor is a party in the jurisdiction of incorporation of
                     such Obligor and in the Province of Ontario and such other
                     matters as the Administrative Agent may reasonably request;

<PAGE>

              (ix)   opinions of counsel to Melba Creek and Fairbanks U.S. with
                     respect to the title to the Fort Knox Deposit, True North
                     Deposit and Ryan Lode Deposit, respectively;

              (x)    an opinion of the Administrative Agent's counsel with
                     respect to such matters as may be reasonably required by
                     the Administrative Agent in connection with the
                     transactions hereunder (including, without limitation, the
                     legality, validity and binding nature of the obligations of
                     the Obligors under, and the enforceability against the
                     Obligors of, the Credit Documents which are governed by the
                     laws of the Province of Ontario);

              (xi)   certified copies of the IRB Loan Agreements, each of the
                     trust indentures under which the Industrial Revenue Bonds
                     are issued and each of the Material Contracts; and

              (xii)  a true copy of the Management Information Circular;

       (d)    there has not occurred a Material Adverse Change;

       (e)    all commitments of all lenders under the Existing Credit Agreement
              shall have been terminated and any collateral security therefor
              released and discharged;

       (f)    the Co-Lead Arrangers shall be satisfied, in their sole and
              absolute discretion, with:

              (i)    their review of all agreements evidencing Indebtedness of
                     the Borrowers and their Subsidiaries;

              (ii)   their review of all matters relating to the Transaction and
                     to the Obligors and their respective assets, including a
                     review of all joint venture documentation to which any
                     Obligor is a party and an analysis of each such Obligor's
                     access to cash flow from the relevant joint ventures and
                     any restrictions on the ability of each such Obligor to
                     sell or grant security in its interest in the relevant
                     joint ventures;

              (iii)  the results of the technical due diligence review of
                     Kinross Canada's consolidated operating and closure
                     properties conducted by the Independent Engineers,
                     encompassing a comprehensive audit of the data and
                     assumptions underlying Kinross Canada's financial
                     projections and life of mine plans as well as an
                     environmental review of Kinross Canada's closure plans and
                     associated reclamation cost projections; and

              (iv)   Kinross Canada's base case financial projections and
                     capitalization;

       (g)    the Combination and the JV Transaction shall have been completed
              on the basis set forth in the Management Information Circular;

<PAGE>

       (h)    the Administrative Agent has received the Postponement and
              Subordination Undertaking and the Environmental Indemnity
              Agreement, duly executed by all parties thereto;

       (i)    the Administrative Agent and its counsel shall be satisfied,
              acting reasonably, that all necessary approvals, acknowledgements,
              directions and consents have been given and that all relevant laws
              have been complied with in respect of all agreements and
              transactions (including the Transaction) referred to herein;

       (j)    all documents and instruments shall have been properly registered,
              recorded and filed in all places which, searches shall have been
              conducted in all jurisdictions which, and deliveries of all
              consents, approvals, acknowledgements, undertakings, directions,
              negotiable documents of title and other documents and instruments
              to the Administrative Agent shall have been made which, in the
              opinion of the Administrative Agent's counsel, acting reasonably,
              are desirable or required to make effective the Security created
              or intended to be created by the Obligors in favour of the
              Administrative Agent pursuant to the Security Documents and to
              ensure the perfection and the intended first-ranking priority of
              such security;

       (k)    the Borrowers shall have paid to the Co-Lead Arrangers, the
              Administrative Agent and the Lenders all fees and expenses
              required to be paid on or before such initial extension of credit
              pursuant to the Credit Documents. Such fees shall include, without
              limitation, with respect to each Existing Letter, the payment by
              the relevant Borrowers of an amount equal to the amount that would
              have been payable by such Borrowers if such Existing Letter had
              been initially issued under this agreement (for the balance of its
              term); and

       (l)    all current account documentation shall have been completed to the
              satisfaction of the Administrative Agent.

12.3   WAIVER

       The terms and conditions of Sections 12.1 and 12.2 are inserted for the
sole benefit of the Administrative Agent and the Lenders, and the Lenders may
waive them in accordance with Section 14.14, in whole or in part, with or
without terms or conditions, in respect of any extension of credit, without
prejudicing their right to assert the terms and conditions of Section 12.1 in
whole or in part in respect of any other extension of credit.

12.4   IMPORT OF EXISTING LETTERS

       The parties acknowledge that the Issuing Lender has previously issued the
Existing Letters for the account of Kinross Canada, Kinross U.S.A. and the other
Companies under the Existing Credit Agreement and other credit arrangements. The
parties hereby agree that, upon the date of the completion of the fulfilment of
the conditions precedent set forth in Sections 12.1(b) to (d) and 12.2(b) to
(l), all Existing Letters shall be deemed to be Letters issued by the Issuing
Lender under the Credit Facility, the provisions of this agreement shall
henceforth apply thereto and supersede the Existing Credit Agreement and such
other credit arrangements

<PAGE>

and any other reimbursement agreement previously executed by Kinross Canada in
respect thereof and such deeming shall constitute the initial drawdown
hereunder. For the purpose of Section 7.7, such letters shall be deemed to have
been issued hereunder on the aforesaid date for a term equal to the balance of
the term of the corresponding Existing Letter of Credit.

                                   ARTICLE 13
                              DEFAULT AND REMEDIES

13.1   EVENTS OF DEFAULT

       Upon the occurrence of any one or more of the following events, unless
expressly waived in writing in accordance with Section 14.14:

       (a)    the breach by any Borrower of the provisions of Section 9.1;

       (b)    the failure of any Obligor to pay any amount due under the Credit
              Documents (other than amounts due pursuant to Section 9.1) within
              three Banking Days after the payment is due;

       (c)    the commencement by any Company or Mine Owner or by any other
              Person of proceedings for the dissolution, liquidation or winding
              up of such Company or Mine Owner or for the suspension of
              operations of such Company or Mine Owner (other than such
              proceedings commenced by another Person which are diligently
              defended and are discharged, vacated or stayed within thirty days
              after commencement);

       (d)    if any Company or Mine Owner ceases or threatens to cease to carry
              on its business or is adjudged or declared bankrupt or insolvent
              or admits its inability to pay its debts generally as they become
              due or fails to pay its debts generally as they become due or
              makes an assignment for the benefit of creditors, petitions or
              applies to any tribunal for the appointment of a receiver or
              trustee for it or for any part of its property (or such a receiver
              or trustee is appointed for it or any part of its property), or
              commences (or any other Person commences) any proceedings relating
              to it under any bankruptcy, insolvency, reorganization,
              arrangement, readjustment of debt, dissolution or liquidation law
              or statute of any jurisdiction whether now or hereafter in effect
              (other than such proceedings commenced by another Person which are
              diligently defended and are discharged, vacated or stayed within
              thirty days after commencement), or by any act indicates its
              consent to, approval of, or acquiescence in, any such proceeding
              for it or for any part of its property, or suffers the appointment
              of any receiver or trustee, sequestrator or other custodian;

       (e)    if any representation or warranty made by any Obligor in this
              agreement or in any other document, agreement or instrument
              delivered pursuant hereto or referred to herein or any material
              information furnished in writing to the Administrative Agent by
              any Obligor proves to have been incorrect in any material respect
              when made or furnished and continues to be incorrect in any
              material respect for thirty days after the Administrative Agent
              has given Kinross Canada notice thereof;

<PAGE>

       (f)    if a writ, execution, attachment or similar process is issued or
              levied against all or any portion of the property of Obligor in
              connection with any judgment against it in an amount of at least
              $10,000,000, and such writ, execution, attachment or similar
              process is not released, bonded, satisfied, discharged, vacated or
              stayed within thirty days after its entry, commencement or levy;

       (g)    the breach or failure of due observance or performance by any
              Obligor of any covenant or provision of any Credit Document (other
              than those previously referred to in this Section 13.1) or of any
              other document, agreement or instrument delivered pursuant hereto
              or thereto or referred to herein or therein to which the
              Administrative Agent or any of the Lenders is a party and such
              breach or failure continues for ten Banking Days after the
              Administrative Agent has given Kinross Canada notice of such
              breach or failure;

       (h)    if one or more encumbrancers, liens or landlords take possession
              of any part of the property of any Obligor or attempt to enforce
              their security or other remedies against such property (other than
              at the expiry of the relevant lease) and their claims remain
              unsatisfied for such period as would permit such property to be
              sold thereunder and such property which has been repossessed or is
              capable of being sold has an aggregate fair market value of at
              least $3,000,000;

       (i)    if an event of default under any one or more agreements,
              indentures or instruments, under which any Company has outstanding
              Indebtedness (other than Non-Recourse Indebtedness) in an amount
              of at least $10,000,000 or under which another Person has
              outstanding Indebtedness in an amount of at least $10,000,000
              which is guaranteed by any Company, shall happen (with all
              applicable grace periods having expired) and be continuing, or if
              any Indebtedness of or guaranteed by any Company in an amount of
              at least $10,000,000 which is payable on demand is not paid on
              demand;

       (j)    if any Company shall fail to make any payment (whether of
              principal or interest and regardless of amount) in respect of any
              Indebtedness in an amount of at least $10,000,000 when and as the
              same shall become due and payable after giving effect to any
              applicable grace periods and such failure is continuing;

       (k)    any Person or combination of Persons acting in concert acquires
              direct or indirect beneficial ownership of more than 50% of the
              outstanding voting securities of Kinross Canada;

       (l)    any ERISA Company shall fail to pay when due an amount or amounts
              aggregating in excess of $1,000,000 which it shall have become
              liable to pay under Section 4062, 4063 or 4064 of ERISA; or notice
              of intent to terminate a Plan shall be filed under Title IV of
              ERISA by any ERISA Company, any plan administrator or any
              combination of the foregoing if such termination would result in a
              Material Adverse Effect; or the PBGC shall institute proceedings
              under Title IV of ERISA to terminate, to impose liability (other
              than for premiums under Section 4007 of ERISA) in respect of, or
              to cause a trustee to be appointed

<PAGE>

              to administer any Plan, if such action by the PBGC would result in
              a Material Adverse Effect; or there shall occur a complete or
              partial withdrawal from, or a default, within the meaning of
              Section 4219(c)(5) of ERISA, with respect to, one or more
              Multiemployer Plans which could cause one or more ERISA Companies
              to incur a current annual payment obligation in excess of
              $1,000,000;

       (m)    the breach or failure of due observance by any of the Subsidiaries
              of the Borrowers (other than the Companies) of any of the
              covenants or provisions under the Postponement and Subordination
              Undertaking;

       (n)    any one or more of the Credit Documents is determined by a court
              of competent jurisdiction not to be a legal, valid and binding
              obligation of any Obligor which is a party thereto, enforceable by
              the Administrative Agent, the Lenders or any of them against such
              Obligor and such Credit Document has not been replaced by a legal,
              valid, binding and enforceable document which is equivalent in
              effect to such Credit Document, assuming such Credit Document had
              originally been legal, valid, binding and enforceable, in form and
              substance acceptable to the Administrative Agent, within 30 days
              of such determination, provided, however, that such grace period
              shall only be provided if such Obligor actively co-operates with
              the Administrative Agent to so replace such Credit Document; or

       (o)    a Material Adverse Change occurs;

the Administrative Agent (with the approval and instructions of the Majority
Lenders) may, by notice to the Borrowers, terminate the Credit Facility
(provided, however, that the Credit Facility shall automatically terminate,
without notice of any kind, upon the occurrence of an event described in clause
(c) or (d) above) and the Administrative Agent (with the approval and
instructions of the Majority Lenders) may, by the same or further notice to the
Borrowers, declare all indebtedness of the Borrowers to the Lenders pursuant to
this agreement (including (i) the present value of the face amount of all
Bankers' Acceptances issued and outstanding hereunder based on their respective
maturity dates, such present value to be calculated using a discount rate equal
to the yield of Government of Canada treasury bills having a similar maturity
date and (ii) the then contingent liability of the Issuing Lender under all
Letters) to be immediately due and payable whereupon all such indebtedness shall
immediately become and be due and payable and the Security shall become
immediately enforceable without further demand or other notice of any kind, all
of which are expressly waived by the Borrowers (provided, however, that all such
indebtedness of the Borrowers to the Lenders shall automatically become due and
payable and the Security shall become immediately enforceable, without notice of
any kind, upon the occurrence of an event described in clause (c) or (d) above).
Upon the payment by the Canadian Borrowers to the Canadian Lenders of the
present value of the face amount of all Bankers' Acceptances issued and
outstanding hereunder, the Canadian Borrowers shall have no further liability to
the Canadian Lenders with respect to such Bankers' Acceptances. Upon the payment
by the Borrowers to the Issuing Lender of the then contingent liability under
all outstanding Letters, the Borrowers shall have no further liability to the
Issuing Lender with respect to such Letters.

<PAGE>

13.2   REFUND OF OVERPAYMENTS

       With respect to each Letter for which the Issuing Lender has been paid
all of its contingent liability pursuant to Section 9.1, 9.6 or Section 13.1 and
provided that all amounts due by the Borrowers to the Issuing Lender under
Section 9.1, 9.6 and Section 13.1 have been paid, the Issuing Lender agrees to
pay to the Borrowers, upon the later of

       (a)    if the Letter is subject to an Order, the date on which any final
              and non-appealable order, judgment or other determination has been
              rendered or issued either permanently enjoining the Issuing Lender
              from paying under such Letter or terminating any outstanding
              Order; and

       (b)    the earlier of:

              (i)    the date on which either the original counterpart of such
                     Letter is returned to the Issuing Lender for cancellation
                     or the Issuing Lender is released by the beneficiary
                     thereof from any further obligations in respect of such
                     Letter;

              (ii)   the expiry of such Letter; and

              (iii)  (where the contingent liability under such Letter is less
                     than the face amount thereof), all amounts possibly payable
                     under such Letter have been paid;

an amount equal to any excess of the amount received by the Issuing Lender
hereunder in respect of its contingent liability under such Letter over the
total of amounts applied to reimburse the Issuing Lender for amounts paid by it
under or in connection with such Letter (the Issuing Lender having the right to
so appropriate such funds).

13.3   REMEDIES CUMULATIVE

       The Borrowers expressly agree that the rights and remedies of the
Administrative Agent and the Lenders under this agreement are cumulative and in
addition to and not in substitution for any rights or remedies provided by law.
Any single or partial exercise by the Administrative Agent or any Lender of any
right or remedy for a default or breach of any term, covenant or condition in
this agreement does not waive, alter, affect or prejudice any other right or
remedy to which the Administrative Agent or such Lender may be lawfully entitled
for the same default or breach. Any waiver by the Administrative Agent with the
approval of the Majority Lenders or all of the Lenders in accordance with
Section 14.14 of the strict observance, performance or compliance with any term,
covenant or condition of this agreement is not a waiver of any subsequent
default and any indulgence by the Lenders with respect to any failure to
strictly observe, perform or comply with any term, covenant or condition of this
agreement is not a waiver of the entire term, covenant or condition or any
subsequent default. No failure or delay by the Administrative Agent or any
Lender in exercising any right shall operate as a waiver of such right nor shall
any single or partial exercise of any power or right preclude its further
exercise or the exercise of any other power or right.

<PAGE>

13.4   SET-OFF

       In addition to any rights now or hereafter granted under applicable law,
and not by way of limitation of any such rights, the Administrative Agent and
each Lender is authorized, at any time that an Event of Default and has occurred
and is continuing without notice to the Borrowers or to any other person, any
such notice being expressly waived by the Borrowers, to set-off, appropriate and
apply any and all deposits, matured or unmatured, general or special, and any
other indebtedness at any time held by or owing by the Administrative Agent or
such Lender, as the case may be, to or for the credit of or the account of the
Borrowers against and on account of the obligations and liabilities of the
Borrowers which are due and payable to the Administrative Agent or such Lender,
as the case may be, under the Finance Documents.

                                   ARTICLE 14
                            THE ADMINISTRATIVE AGENT

14.1   APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT

       Each Lender hereby appoints and authorizes, and hereby agrees that it
will require any assignee of any of its interests in the Credit Documents (other
than the holder of a participation in its interests herein or therein) to
appoint and authorize the Administrative Agent to take such actions as agent on
its behalf and to exercise such powers under the Credit Documents as are
delegated to the Administrative Agent by such Lender by the terms hereof,
together with such powers as are reasonably incidental thereto. Neither the
Administrative Agent nor any of its directors, officers, employees or agents
shall be liable to any of the Lenders for any action taken or omitted to be
taken by it or them thereunder or in connection therewith, except for its own
gross negligence or wilful misconduct and each Lender hereby acknowledges that
the Administrative Agent is entering into the provisions of this Section 14.1 on
its own behalf and as agent and trustee for its directors, officers, employees
and agents.

14.2   INTEREST HOLDERS

       The Administrative Agent may treat each Lender set forth in Schedule A
hereto or the person designated in the last notice delivered to it under Section
15.5 as the holder of all of the interests of such Lender under the Credit
Documents.

14.3   CONSULTATION WITH COUNSEL

       The Administrative Agent may consult with legal counsel selected by it as
counsel for the Administrative Agent and the Lenders and shall not be liable for
any action taken or not taken or suffered by it in good faith and in accordance
with the advice and opinion of such counsel.

14.4   DOCUMENTS

       The Administrative Agent shall not be under any duty to the Lenders to
examine, enquire into or pass upon the validity, effectiveness or genuineness of
the Credit Documents or any instrument, document or communication furnished
pursuant to or in connection with the Credit Documents and the Administrative
Agent shall, as regards the Lenders, be entitled to

<PAGE>

assume that the same are valid, effective and genuine, have been signed or sent
by the proper parties and are what they purport to be.

14.5   ADMINISTRATIVE AGENT AS LENDER

       With respect to those portions of the Credit Facility made available by
it, the Administrative Agent shall have the same rights and powers under the
Credit Documents as any other Lender and may exercise the same as though it were
not the Administrative Agent. The Administrative Agent and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrowers and their Affiliates and persons doing business with the
Borrowers and/or any of their Affiliates as if it were not the Administrative
Agent and without any obligation to account to the Lenders therefor.

14.6   RESPONSIBILITY OF ADMINISTRATIVE AGENT

       The duties and obligations of the Administrative Agent to the Lenders
under the Credit Documents are only those expressly set forth herein. The
Administrative Agent shall not have any duty to the Lenders to investigate
whether a Default or an Event of Default has occurred. The Administrative Agent
shall, as regards the Lenders, be entitled to assume that no Default or Event of
Default has occurred and is continuing unless the Administrative Agent has
actual knowledge or has been notified by a Borrower of such fact or has been
notified by a Lender that such Lender considers that a Default or Event of
Default has occurred and is continuing, such notification to specify in detail
the nature thereof.

14.7   ACTION BY ADMINISTRATIVE AGENT

       The Administrative Agent shall be entitled to use its discretion with
respect to exercising or refraining from exercising any rights which may be
vested in it on behalf of the Lenders by and under this agreement; provided,
however, that the Administrative Agent shall not exercise any rights under
Section 13.1 or under the Guarantees, the Borrower Guarantees or the Security
Documents or expressed to be on behalf of or with the approval of the Majority
Lenders without the request, consent or instructions of the Majority Lenders.
Furthermore, any rights of the Administrative Agent expressed to be on behalf of
or with the approval of the Majority Lenders shall be exercised by the
Administrative Agent upon the request or instructions of the Majority Lenders.
The Administrative Agent shall incur no liability to the Lenders under or in
respect of any of the Credit Documents with respect to anything which it may do
or refrain from doing in the reasonable exercise of its judgment or which may
seem to it to be necessary or desirable in the circumstances, except for its
gross negligence or wilful misconduct. The Administrative Agent shall in all
cases be fully protected in acting or refraining from acting under any of the
Credit Documents in accordance with the instructions of the Majority Lenders and
any action taken or failure to act pursuant to such instructions shall be
binding on all Lenders. In respect of any notice by or action taken by the
Administrative Agent hereunder, the Borrowers shall at no time be obliged to
enquire as to the right or authority of the Administrative Agent to so notify or
act.

<PAGE>

14.8   NOTICE OF EVENTS OF DEFAULT

       In the event that the Administrative Agent shall acquire actual knowledge
or shall have been notified of any Default or Event of Default, the
Administrative Agent shall promptly notify the Lenders and shall take such
action and assert such rights under Section 13.1 of this agreement and under the
other Credit Documents as the Majority Lenders shall request in writing and the
Administrative Agent shall not be subject to any liability by reason of its
acting pursuant to any such request. If the Majority Lenders shall fail for five
Banking Days after receipt of the notice of any Default or Event of Default to
request the Administrative Agent to take such action or to assert such rights
under any of the Credit Documents in respect of such Default or Event of
Default, the Administrative Agent may, but shall not be required to, and subject
to subsequent specific instructions from the Majority Lenders, take such action
or assert such rights (other than rights under Section 13.1 of this agreement or
under the other Credit Documents and other than giving an express waiver of any
Default or any Event of Default) as it deems in its discretion to be advisable
for the protection of the Lenders except that, if the Majority Lenders have
instructed the Administrative Agent not to take such action or assert such
rights, in no event shall the Administrative Agent act contrary to such
instructions unless required by law to do so.

14.9   RESPONSIBILITY DISCLAIMED

       The Administrative Agent shall be under no liability or responsibility
whatsoever as agent hereunder:

       (a)    to any Borrower or any other Person as a consequence of any
              failure or delay in the performance by, or any breach by, any
              Lender or Lenders of any of its or their obligations under any of
              the Credit Documents;

       (b)    to any Lender or Lenders as a consequence of any failure or delay
              in performance by, or any breach by, any Borrower of any of its
              obligations under any of the Credit Documents; or

       (c)    to any Lender or Lenders for any statements, representations or
              warranties in any of the Credit Documents or in any other
              documents contemplated thereby or in any other information
              provided pursuant to any of the Credit Documents or any other
              documents contemplated thereby or for the validity, effectiveness,
              enforceability or sufficiency of any of the Credit Documents or
              any other document contemplated thereby.

14.10  INDEMNIFICATION

       The Lenders agree to indemnify the Administrative Agent (to the extent
not reimbursed by the Borrowers) in their respective Pro Rata Shares from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any nature
whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of any of the Credit
Documents or any other document contemplated thereby or any action taken or
omitted by the Administrative Agent under any of the Credit Documents or any
document contemplated thereby, except that no Lender shall be liable to the
Administrative Agent for any portion of such

<PAGE>

liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or wilful
misconduct of the Administrative Agent.

14.11  CREDIT DECISION

       Each Lender represents and warrants to the Administrative Agent that:

       (a)    in making its decision to enter into this agreement and to make
              its Pro Rata Share of the Credit Facility available to the
              Borrowers, it is independently taking whatever steps it considers
              necessary to evaluate the financial condition and affairs of the
              Borrowers and that it has made an independent credit judgment
              without reliance upon any information furnished by the
              Administrative Agent; and

       (b)    so long as any portion of a the Credit Facility is being utilized
              by the Borrowers, it will continue to make its own independent
              evaluation of the financial condition and affairs of the
              Borrowers.

14.12  SUCCESSOR ADMINISTRATIVE AGENT

       Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may, with the prior written
consent of the Borrowers (which consent shall not be required for so long as an
Event of Default has occurred and is continuing), resign at any time by giving
30 days written notice thereof to the Borrowers and the Lenders. Upon any such
resignation, the Majority Lenders, with the prior written consent of the
Borrowers (which consent shall not be required (x) if the successor
Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent
on the date hereof or (y) for so long as an Event of Default has occurred and is
continuing), shall have the right to appoint a successor Administrative Agent
who shall be one of the Lenders unless none of the Lenders wishes to accept such
appointment. If no successor Administrative Agent shall have been so appointed
and shall have accepted such appointment by the time of such resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and with the
prior written consent of the Borrowers (which consent shall not be required for
so long as an Event of Default has occurred and is continuing), appoint a
successor Administrative Agent which shall be a bank organized under the laws of
Canada which has combined capital and reserves in excess of Cdn. $250,000,000
and has an office in Toronto. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges, duties and obligations of the retiring
Administrative Agent (in its capacity as Administrative Agent but not in its
capacity as a Lender) and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder (in its capacity as Administrative
Agent but not in its capacity as a Lender). After any retiring Administrative
Agent's resignation hereunder as the Administrative Agent, provisions of this
Article 14 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent.

<PAGE>

14.13  DELEGATION BY ADMINISTRATIVE AGENT

       With the prior approval of the Majority Lenders, the Administrative Agent
shall have the right to delegate any of its duties or obligations hereunder as
Administrative Agent to any Affiliate of the Administrative Agent so long as the
Administrative Agent shall not thereby be relieved of such duties or
obligations.

14.14  WAIVERS AND AMENDMENTS

       (a)    Subject to Sections 14.14(b) and (c), any term, covenant or
              condition of any of the Credit Documents may only be amended with
              the prior consent of the Borrowers and the Majority Lenders or
              compliance therewith may be waived (either generally or in a
              particular instance and either retroactively or prospectively) by
              the Majority Lenders and in any such event the failure to observe,
              perform or discharge any such covenant, condition or obligation,
              so amended or waived (whether such amendment is executed or such
              consent or waiver is given before or after such failure), shall
              not be construed as a breach of such covenant, condition or
              obligation or as a Default or Event of Default.

       (b)    Notwithstanding Section 14.14(a), without the prior written
              consent of each Lender, no such amendment or waiver shall
              directly:

              (i)    increase the amount of the Credit Facility or the amount of
                     the Individual Commitment of any Lender with respect to the
                     Credit Facility;

              (ii)   extend the Maturity Date;

              (iii)  extend the time for the payment of interest on Loans,
                     forgive any portion of principal thereof, reduce the stated
                     rate of interest thereon or amend the requirement of pro
                     rata application of all amounts received by the
                     Administrative Agent in respect of the Credit Facility;

              (iv)   change the percentage of the Lenders' requirement to
                     constitute the Majority Lenders or otherwise amend the
                     definition of Majority Lenders;

              (v)    reduce the stated amount or postpone the date for payment
                     of any fees or other amount to be paid pursuant to Article
                     7 or Article 8 of this agreement;

              (vi)   permit any subordination of any of the Secured Obligations;

              (vii)  release, discharge or amend the joint and several covenant
                     of the Borrowers hereunder, release or discharge any of the
                     Security Documents or the Security or any of the
                     Guarantees, in whole or in part, or release any of the
                     Secured Assets from the Security, in whole or in part; or

              (viii) alter the terms of this Section 14.14.

<PAGE>

       (c)    No amendment to or waiver of any provision hereof to the extent it
              affects the rights or obligations of the Administrative Agent
              shall be effective without the prior written consent of the
              Administrative Agent.

       (d)    Without the prior written consent of the Issuing Lender, no
              amendment to or waiver of Article 14 or any other provision hereof
              to the extent it affects the rights or obligations of the Issuing
              Lender shall be effective.

14.15  DETERMINATION BY ADMINISTRATIVE AGENT CONCLUSIVE AND BINDING

       Any determination to be made by the Administrative Agent on behalf of or
with the approval of the Lenders or the Majority Lenders under this agreement
shall be made by the Administrative Agent in good faith and, if so made, shall
be binding on all parties, absent manifest error.

14.16  ADJUSTMENTS AMONG LENDERS AFTER ACCELERATION

       (a)    The Lenders agree that, at any time after all indebtedness of the
              Borrowers to the Lenders pursuant hereto has become immediately
              due and payable pursuant to Section 13.1 or after the cancellation
              or termination of the Credit Facility, they will at any time or
              from time to time upon the request of any Lender through the
              Administrative Agent purchase portions of the availments made
              available by the other Lenders which remain outstanding, and make
              any other adjustments which may be necessary or appropriate, in
              order that the amounts of the availments made available by the
              respective Lenders which remain outstanding, as adjusted pursuant
              to this Section 14.16, will be in the same proportions as their
              respective Pro Rata Shares thereof with respect to the Credit
              Facility immediately prior to such acceleration, cancellation or
              termination.

       (b)    The Lenders agree that, at any time after all indebtedness of the
              Borrowers to the Lenders pursuant hereto has become immediately
              due and payable pursuant to Section 13.1 or after the cancellation
              or termination of the Credit Facility, the amount of any repayment
              made by the Borrowers under this agreement, and the amount of any
              proceeds of the exercise of any rights or remedies of the Lenders
              under the Credit Documents, which are to be applied against
              amounts owing hereunder as principal, will be so applied in a
              manner such that to the extent possible, the availments made
              available by the respective Lenders which remain outstanding,
              after giving effect to such application, will be in the same
              proportions as their respective Pro Rata Shares thereof with
              respect to the Credit Facility immediately prior to the
              cancellation of termination thereof immediately prior to such
              acceleration, cancellation or termination.

       (c)    For greater certainty, the Lenders acknowledge and agree that
              without limiting the generality of the provisions of Section
              14.16(a) and (b), such provisions will have application if and
              whenever any Lender shall obtain any payment (whether voluntary,
              involuntary, through the exercise of any right of set-off,
              compensation, or otherwise), other than as a result of the netting
              of exposures of a Lender under

<PAGE>

              Hedging Agreements as contemplated in Section 14.19(c), on account
              of any monies owing or payable by a Borrower to it under the
              Finance Documents in excess of its pro rata share of payments on
              account of monies owing by such Borrower to all the Finance
              Parties thereunder.

       (d)    Each Borrower agrees to be bound by and to do all things necessary
              or appropriate to give effect to any and all purchases and other
              adjustments made by and between the Lenders pursuant to this
              Section 14.16.

14.17  REDISTRIBUTION OF PAYMENT

       If a Lender shall receive payment of a portion of the aggregate amount of
principal and interest due to it hereunder which is greater than the proportion
received by any other Lender in respect of the aggregate amount of principal and
interest due in respect of the Credit Facility (having regard to the respective
Individual Commitments of the Lenders), the Lender receiving such
proportionately greater payment shall purchase a participation (which shall be
deemed to have been done simultaneously with receipt of such payment) in that
portion of the aggregate outstanding credit of the other Lender or Lenders so
that the respective receipts shall be pro rata to their respective participation
in the credits; provided, however, that if all or part of such proportionately
greater payment received by such purchasing Lender shall be recovered from the
relevant Borrower, such purchase shall be rescinded and the purchase price paid
for such participation shall be returned by such selling Lender or Lenders to
the extent of such recovery, but without interest.

14.18  DISTRIBUTION OF NOTICES

       Except as otherwise expressly provided herein, promptly after receipt by
the Administrative Agent of any notice or other document which is delivered to
the Administrative Agent hereunder on behalf of the Lenders, the Administrative
Agent shall provide a copy of such notice or other document to each of the
Lenders.

14.19  DETERMINATION OF EXPOSURES

       Prior to any distribution of Cash Proceeds of Realization to the Lenders,
the Administrative Agent shall request each Lender to provide to the
Administrative Agent a written calculation of such Lender's Exposure, each such
calculation to be certified true and correct by the Lender providing same. Each
Lender shall so provide such calculation within two Banking Days following the
request of the Administrative Agent. Any such calculation provided by a
particular Lender which is approved by the Administrative Agent shall, absent
manifest error, constitute PRIMA FACIE evidence of such Lender's Exposure at
such time. If the Administrative Agent does not approve any such calculation
provided by a particular Lender, the Administrative Agent and such Lender shall,
expeditiously and in good faith, make a determination of such Lender's Exposure
which the Administrative Agent approves. With respect to each determination of
the Exposure of the Lenders, the Administrative Agent shall promptly notify the
Lenders. For the purposes of determining a particular Lender's Exposure as of a
particular date:

<PAGE>

       (a)    the Exposure of a Lender under this agreement and the Security
              Documents shall be the aggregate amount (expressed in United
              States dollars) owing to such Lender thereunder on such date;

       (b)    the Exposure of a Lender in respect of a cash management agreement
              shall be the amount (expressed in United States dollars) which
              would be owing by the relevant Borrower thereunder on such date if
              such agreement was terminated on such date; and

       (c)    the Exposure of a Lender in respect of Hedging Agreements shall be
              measured as the net exposure of such Lender under all Hedging
              Agreements with all Borrowers to which such Lender is a party,
              being the aggregate exposure of such Lender thereunder less the
              aggregate exposure of the Borrowers thereunder; the exposure of
              party to a Hedging Agreement shall be, in the case of a Hedging
              Agreement which has not been terminated as of such date, the total
              amount which such party would be obligated to pay to the other
              party under such Hedging Agreement in the event of the early
              termination by such other party as of such date of such Hedging
              Agreement as a result of the occurrence of a default or event of
              default (however specified or designated) with respect to such
              party thereunder or, in the case of a Hedging Agreement which has
              been terminated as of such date, the total amount which such party
              is obligated to pay to the other party under such Hedging
              Agreement, in each case expressed in United States dollars.

14.20  DECISION TO ENFORCE SECURITY

       The Security shall become enforceable as provided in Article 13 or, after
the Termination Date, as provided in the Secured Risk Management Agreements.
Upon the Security becoming enforceable as aforesaid, the Administrative Agent
shall promptly so notify each of the Lenders. Any Lender may thereafter provide
the Administrative Agent with a written request to enforce the Security.
Forthwith after the receipt of such a request, the Administrative Agent shall
seek the instructions of the Majority Lenders as to whether the Security should
be enforced and the manner in which the Security should be enforced. In seeking
such instructions, the Administrative Agent shall submit a specific proposal to
the Lenders. The Administrative Agent shall promptly notify the Lenders of all
instructions and approvals of the Majority Lenders.

14.21  ENFORCEMENT

       The Administrative Agent reserves the sole right to enforce, or otherwise
deal with, the Security and to deal with the Obligors in connection therewith;
provided, however, that the Administrative Agent shall so enforce, or otherwise
deal with, the Security as the Majority Lenders shall instruct.

14.22  APPLICATION OF CASH PROCEEDS OF REALIZATION

       (a)    All Proceeds of Realization not in the form of cash shall be
              forthwith delivered to the Administrative Agent and disposed of,
              or realized upon, by the Administrative Agent in such manner as
              the Majority Lenders may approve so as to produce Cash Proceeds of
              Realization.

<PAGE>

       (b)    Subject to the claims, if any, of secured creditors of the
              Obligors whose security ranks in priority to the Security, all
              Cash Proceeds of Realization shall be applied and distributed, and
              the claims of the Lenders shall be deemed to have the relative
              priorities which would result in the Cash Proceeds of Realization
              being applied and distributed, as follows:

              (i)    firstly, to the payment of all reasonable costs and
                     expenses incurred by or on behalf of the Administrative
                     Agent (including, without limitation, all legal fees and
                     disbursements) in the exercise of all or any of the powers
                     granted to it hereunder or under the Security Documents or
                     the Guarantees and in payment of all of the remuneration of
                     any Receiver and all costs and expenses properly incurred
                     by such Receiver (including, without limitation, all legal
                     fees and disbursements) in the exercise of all or any
                     powers granted to it under the Security Documents;

              (ii)   secondly, in payment of all amounts of money borrowed or
                     advanced by the Administrative Agent or such Receiver
                     pursuant to the Security Documents and any interest
                     thereon;

              (iii)  thirdly, to the payment or prepayment of the Secured
                     Obligations (including holding as cash collateral to be
                     applied against Secured Obligations which have not then
                     matured) to the Finance Parties pro rata in accordance with
                     their relative Exposures; and

              (iv)   the balance, if any, to the Borrowers or otherwise in
                     accordance with applicable law.

14.23  SECURITY DOCUMENTS

       As continuing collateral security for the Secured Obligations, the
Borrowers shall, and shall cause the Guarantors to, execute and deliver the
Guarantees and the Security Documents. The Guarantees and the Security Documents
shall be entered into in favour of the Administrative Agent for the rateable
benefit of the Finance Parties. The Administrative Agent declares that it shall
hold the Security, the Secured Assets charged by the Security Documents and the
rights granted to it under the Credit Documents for its own benefit and in its
capacity as agent for the rateable benefit of each Finance Party.

14.24  [INTENTIONALLY DELETED]

14.25  SURVIVAL

       The provisions of this Article 14 and all other provisions of this
agreement which are necessary to give effect to each of the provisions of this
Article 14 shall survive the Termination Date until such time as both the
Termination Date and the Maturity Date have occurred.

<PAGE>

14.26  DISCHARGE OF SECURITY

       The Security shall terminate on the later to occur of the Termination
Date and the Maturity Date unless the Security has become enforceable in
accordance with Section 14.20 at or prior to such time, in which case the
Security shall terminate when the Secured Obligations have been fully satisfied.
Upon the Security terminating, the Administrative Agent shall execute and
deliver, at the sole expense of the Borrowers, all such discharges and releases
as the Borrowers may reasonably require to give effect thereto.

                                   ARTICLE 15
                                  MISCELLANEOUS

15.1   NOTICES

       All notices and other communications provided for herein shall be in
writing and shall be personally delivered to an officer or other responsible
employee of the addressee or sent by telefacsimile, charges prepaid, at or to
the applicable addresses or telefacsimile numbers, as the case may be, set out
opposite the parties name on the signature page hereof or at or to such other
address or addresses, telefacsimile number or numbers as any party hereto may
from time to time designate to the other parties in such manner. Any
communication which is personally delivered as aforesaid shall be deemed to have
been validly and effectively given on the date of such delivery if such date is
a Banking Day and such delivery received before 4:00 p.m. (Toronto time);
otherwise, it shall be deemed to have been validly and effectively given on the
Banking Day next following such date of delivery. Any communication which is
transmitted by telefacsimile as aforesaid shall be deemed to have been validly
and effectively given on the date of transmission if such date is a Banking Day
and such transmission was received before 4:00 p.m. (Toronto time); otherwise,
it shall be deemed to have been validly and effectively given on the Banking Day
next following such date of transmission.

15.2   SEVERABILITY

       Any provision hereof which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.

15.3   COUNTERPARTS

       This agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument.

15.4   SUCCESSORS AND ASSIGNS

       This agreement shall enure to the benefit of and shall be binding upon
the parties hereto and their respective successors and permitted assigns.

<PAGE>

15.5   ASSIGNMENT

       (a)    Neither the Credit Documents nor the benefit thereof may be
              assigned by any Borrower.

       (b)    A Lender may at any time sell to one or more other persons
              ("Participants") participating interests in any credit outstanding
              hereunder, any commitment of the Lender hereunder or any other
              interest of the Lender hereunder. In the event of any such sale by
              a Lender of a participating interest to a Participant, the
              Lender's obligations under this agreement to the relevant Borrower
              shall remain unchanged, the Lender shall remain solely responsible
              for the performance thereof and the relevant Borrower shall
              continue to be obligated to the Lender in connection with the
              Lender's rights under this agreement. Each Borrower agrees that if
              amounts outstanding under this agreement are due and unpaid, or
              shall have been declared to be or shall have become due and
              payable upon the occurrence of an Event of Default, or any Default
              which might mature into an Event of Default, each Participant
              shall be deemed to have the right of setoff in respect of its
              participating interest in amounts owing under this agreement to
              the same extent as if the amount of its participating interest
              were owing directly to it as the relevant Lender under this
              agreement. Each Borrower also agrees that each Participant shall
              be entitled to the benefits of Article 8 with respect to its
              participation hereunder; provided, that no Participant shall be
              entitled to receive any greater amount pursuant to such Article
              than the Lender would have been entitled to receive in respect of
              the amount of the participation transferred by the Lender to such
              Participant had no such transfer occurred.

       (c)    With the prior written consent of the Issuing Lender and of the
              Administrative Agent, a Lender may at any time sell all or any
              part of its rights and obligations under the Credit Documents (but
              not less than $5,000,000) to one or more Persons ("Purchasing
              Lenders"), provided that such consent is not required in the case
              of the sale by a Schedule II Lender to its Affiliate that is
              listed in Schedule III to the BANK ACT (Canada) and further
              provided that any Lender which comprises both a Canadian Lender
              and a U.S. Lender may only sell all or any part of its rights and
              obligations under the Credit Documents to a Purchasing Lender
              which comprises both a Canadian Lender and a U.S. Lender. Upon
              such sale, the Lender shall, to the extent of such sale, be
              released from its obligations under the Credit Documents (subject
              always to its continuing obligations under Section 9.5) and each
              of the Purchasing Lenders shall become a party to the Credit
              Documents to the extent of the interest so purchased. Any such
              assignment by a Lender shall not be effective unless and until
              such Lender has paid to the Administrative Agent an assignment fee
              in the amount of $3,500 for each Purchasing Lender, unless and
              until the Purchasing Lender has executed an instrument
              substantially in the form of Schedule C hereto whereby the
              Purchasing Lender has agreed to be bound by the terms of the
              Credit Documents as a Lender and has agreed to specific Individual
              Commitments and a specific address and telefacsimile number for
              the purpose of notices as provided in Section 15.1, unless and
              until the requisite consents to such assignment have been
              obtained, unless and until a copy of a fully

<PAGE>

              executed copy of such instrument has been delivered to each of the
              Administrative Agent and the Borrowers. Upon any such assignment
              becoming effective, Schedule A hereto shall be deemed to be
              amended to include the Purchasing Lender as a Lender with the
              specific Individual Commitment, address and telefacsimile number
              as aforesaid and the Individual Commitment of the Lender making
              such assignment shall be deemed to be reduced by the amount of the
              Individual Commitment of the Purchasing Lender.

       (d)    Each Borrower authorizes the Administrative Agent and the Lenders
              to disclose to any Participant or Purchasing Lender (each, a
              "Transferee") and any prospective Transferee and authorizes each
              of the Lenders to disclose to any other Lender any and all
              financial information in their possession concerning such Borrower
              which has been delivered to them by or on behalf of the Borrowers
              pursuant to this agreement or which has been delivered to them by
              or on behalf of the Borrowers in connection with their credit
              evaluation of the Companies prior to becoming a party to this
              agreement, so long as any such Transferee agrees not to disclose
              any confidential, non-public information to any person other than
              its non-brokerage affiliates, employees, accountants or legal
              counsel, unless required by law.

15.6   ENTIRE AGREEMENT

       This agreement and the agreements referred to herein and delivered
pursuant hereto (including, without limitation, the Fee Letters) constitute the
entire agreement between the parties hereto and supersede any prior agreements,
undertakings, declarations, representations and understandings, both written and
verbal, in respect of the subject matter hereof.

15.7   FURTHER ASSURANCES

       The Borrowers shall from time to time and at all times hereafter, upon
every reasonable request of the Administrative Agent, make, do, execute, and
deliver or cause to be made, done, executed and delivered all such further acts,
deeds, assurances and things as may be necessary in the opinion of the
Administrative Agent for more effectually perfecting the Security and
implementing and carrying out the true intent and meaning of the Credit
Documents or any agreement delivered pursuant thereto and such additional
Security Documents in connection with the property, assets and undertakings of
the Obligors, in form and substance satisfactory to the Administrative Agent, as
the Administrative Agent may from time to time reasonably request, to ensure (i)
each Guarantor has executed and delivered a Guarantee and Security Documents,
(ii) the property, assets and undertakings of each Obligor are subject to a Lien
in favour of the Administrative Agent pursuant to one or more Security Documents
to the extent provided in the Security Documents and (iii) the intended first
ranking priority of such Liens.

15.8   JUDGMENT CURRENCY

       (a)    If, for the purpose of obtaining or enforcing judgment against any
              Borrower in any court in any jurisdiction, it becomes necessary to
              convert into a particular currency (such currency being
              hereinafter in this Section 15.8 referred to as the

<PAGE>

              "Judgment Currency") an amount due in another currency (such other
              currency being hereinafter in this Section 15.8 referred to as the
              "Indebtedness Currency") under this agreement, the conversion
              shall be made at the rate of exchange prevailing on the Banking
              Day immediately preceding:

              (i)    the date of actual payment of the amount due, in the case
                     of any proceeding in the courts of the Province of Ontario
                     or in the courts of any other jurisdiction that will give
                     effect to such conversion being made on such date; or

              (ii)   the date on which the judgment is given, in the case of any
                     proceeding in the courts of any other jurisdiction (the
                     date as of which such conversion is made pursuant to this
                     Section 15.8(a)(ii) being hereinafter in this Section 15.8
                     referred to as the "Judgment Conversion Date").

       (b)    If, in the case of any proceeding in the court of any jurisdiction
              referred to in Section 15.8(a)(ii), there is a change in the rate
              of exchange prevailing between the Judgment Conversion Date and
              the date of actual payment of the amount due, the Borrowers shall
              pay to the appropriate judgment creditor or creditors such
              additional amount (if any, but in any event not a lesser amount)
              as may be necessary to ensure that the amount paid in the Judgment
              Currency, when converted at the rate of exchange prevailing on the
              date of payment, will produce the amount of the Indebtedness
              Currency which could have been purchased with the amount of
              Judgment Currency stipulated in the judgment or judicial order at
              the rate of exchange prevailing on the Judgment Conversion Date.

       (c)    Any amount due from the Borrowers under the provisions of Section
              15.8(b) shall be due to the appropriate judgment creditor or
              creditors as a separate debt and shall not be affected by judgment
              being obtained for any other amounts due under or in respect of
              this agreement.

       (d)    The term "rate of exchange" in this Section 15.8 means the noon
              spot rate of exchange for Canadian interbank transactions applied
              in converting the Indebtedness Currency into the Judgment Currency
              published by the Bank of Canada for the day in question.

15.9   NOTICE OF REMEDIES

       Each Borrower is personally obligated and fully liable for all amounts
due by it under this agreement. The Administrative Agent, the Lenders or any of
them has the right to sue on this agreement and obtain a personal judgment
against the Borrowers or any of them for satisfaction of the amount due
hereunder either before or after a judicial foreclosure of the Fort Knox Deposit
Deed of Trust, the Ryan Lode Deposit Deed of Trust, the True North Deposit Deed
of Trust or any of them (as the same are described in Schedule K) under Alaska
Statutes 09.45.170-09.45.220.

<PAGE>

15.10  WAIVERS OF JURY TRIAL

       THE BORROWERS, THE LENDERS AND THE ADMINISTRATIVE AGENT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH IT
IS A PARTY AND FOR ANY COUNTERLAIM THEREIN.


<PAGE>

       IN WITNESS WHEREOF the parties hereto have executed and delivered this
agreement on the date first written above.

<TABLE>
<CAPTION>
<S>                                                       <C>
Kinross Gold Corporation                                  KINROSS GOLD CORPORATION
52nd  Floor, Scotia Plaza
40 King Street West
Toronto, Ontario  M5H 2Y2
                                                          By: /s/
                                                              ------------------------------------------------------
Attention:        Brian Penny, Vice-President and
                  Chief Financial officer and
                  Chris Hill, Vice-President and
                  Treasurer                               By:
                                                              ------------------------------------------------------

Telefax:          (416) 363-6622



Kinross Gold U.S.A., Inc.                                 KINROSS GOLD U.S.A., INC.
c/o Kinross Gold Corporation
52nd Floor, Scotia Plaza
40 King Street West
Toronto, Ontario  M5H 2Y2
                                                          By: /s/
                                                              ------------------------------------------------------
Attention:        Brian Penny, Vice-President and
                  Chief Financial Officer and
                  Chris Hill, Vice-President and
                  Treasurer                               By:
                                                              ------------------------------------------------------

Telefax:          (416) 363-6622
</TABLE>

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<CAPTION>
<S>                                                       <C>

Fairbanks Gold Mining, Inc.                               FAIRBANKS GOLD MINING, INC.
c/o Kinross Gold Corporation
52nd  Floor, Scotia Plaza
40 King Street West
Toronto, Ontario  M5H 2Y2
                                                          By: /s/
                                                              ------------------------------------------------------
Attention:        Brian Penny, Vice-President
                  and Chief Financial Officer and
                  Chris Hill, Vice-President and
                  Treasurer                               By:
                                                              ------------------------------------------------------

Telefax:          (416) 363-6622



Round Mountain Gold Corporation                           ROUND MOUNTAIN GOLD CORPORATION
c/o Kinross Gold Corporation
52nd Floor, Scotia Plaza
40 King Street West                                       By: /s/
Toronto, Ontario  M5H 2Y2                                     ------------------------------------------------------

Attention:        Brian Penny, Vice-President
                  and Chief Financial Officer and
                  Chris Hill, Vice-President and          By:
                  Treasurer                                   ------------------------------------------------------

Telefax:          (416) 363-6622
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<CAPTION>
<S>                                                       <C>

The Bank of Nova Scotia                                   THE BANK OF NOVA SCOTIA, AS ADMINISTRATIVE AGENT
Corporate Banking - Loan Syndications
40 King St. West - 62nd Floor
Toronto, Ontario  M5W 2X6

Attention:        Managing Director                       By: /s/
                                                              ------------------------------------------------------

Telefax:          (416) 866-2009

with a copy to:                                           By:
                                                              ------------------------------------------------------

Attention:        Managing Director

Telefax:          (416) 866-3329



The Bank of Nova Scotia                                   THE BANK OF NOVA SCOTIA, AS CANADIAN LENDER
Corporate Banking - Mining
Scotia Plaza, 62nd Floor
40 King Street West
Toronto, Ontario  M5W 2X6                                 By: /s/
                                                              ------------------------------------------------------

Attention:        Managing Director

Telefax:          (416) 866-2009                          By:
                                                              ------------------------------------------------------



The Bank of Nova Scotia                                   THE BANK OF NOVA SCOTIA
Atlanta Agency                                            (ATLANTA AGENCY), AS U.S. LENDER
600 Peachtree St. N.E.
Atlanta, Georgia 30308                                    By: /s/
                                                              ------------------------------------------------------

Attention:        Managing Director

Telefax:          (404) 888-8995                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

Societe Generale (Canada)                                 SOCIETE GENERALE (CANADA), AS CANADIAN LENDER
1501 McGill College Ave.
Suite 1800
Montreal, Quebec H3A 3M8

Attention:        Director                                By: /s/
                                                              ------------------------------------------------------

Telefax:          (514) 841-6257

                                                          By:
                                                              ------------------------------------------------------



Societe Generale                                          SOCIETE GENERALE, AS U.S. LENDER
1221 Avenue of the Americas
New York, New York 10020

Attention:        Director                                By: /s/
                                                              ------------------------------------------------------

Telefax:          (212) 278-5675

                                                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

JPMorgan Chase Bank                                       JPMORGAN CHASE BANK, AS U.S. LENDER
200 Bay Street, Suite 1800
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2J2

Attention:        Vice President                          By: /s/
                                                              ------------------------------------------------------

Telefax:          (416) 981-9138

                                                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

NM Rothschild & Sons Limited                              NM ROTHSCHILD & SONS LIMITED, AS U.S. LENDER
2150 Republic Plaza
370 Seventeenth Street
Denver, Colorado 80202

Attention:        Director                                By: /s/
                                                              ------------------------------------------------------

Telefax:          (303) 607-0998

                                                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

HSBC Bank USA                                             HSBC BANK USA, AS U.S. LENDER
452 Fifth Avenue
New York, New York 10018

Attention:        Vice President                          By: /s/
                                                              ------------------------------------------------------

Telefax:          (212) 525-6581

                                                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

Royal Bank of Canada                                      ROYAL BANK OF CANADA, AS U.S. LENDER
One Liberty Plaza, 3rd Floor
New York, New York 10006-1404

Attention:        Manager                                 By: /s/
                                                              ------------------------------------------------------

Telefax:          (212) 428-2319

                                                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

Commerzbank International S.A.                            COMMERZBANK INTERNATIONAL S.A., AS U.S. LENDER
11, rue Notre-Dame
L-2013 Luxembourg

Attention:        Vice President                          By: /s/
                                                              ------------------------------------------------------

Telefax:          00352 477 911 386

                                                          By:
                                                              ------------------------------------------------------
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<CAPTION>
<S>                                                       <C>

Australia and New Zealand                                 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, AS U.S.
Banking Group Limited                                     LENDER
1177 Avenue of the Americas
New York, New York, 10036

Attention:        Vice President                          By: /s/
                                                              ------------------------------------------------------

Telefax:          (212) 556-4825

                                                          By:
                                                              ------------------------------------------------------
</TABLE>

</TEXT>
</DOCUMENT>
