EX-99.3 4 tex99_3-6163.txt EX-99.3 ACCORDION AGREEMENTS DATED APRIL 22, 2005 NATIONAL BANK OF CANADA AND NATIONAL BANK OF CANADA, NEW YORK BRANCH ACCORDION AGREEMENT Reference is made to the amended and restated credit agreement dated as of April 8, 2005 (as such agreement may be amended, supplemented, amended and restated, novated or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc., Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned in the Credit Agreement. RECITALS: Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada wishes to designate the Accordion Lender defined below as a Lender under the Credit Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrowers, the Lenders, the Administrative Agent, the Issuing Lender, the Bullion Fronting Lender, National Bank of Canada and National Bank of Canada, New York Branch (National Bank of Canada and National Bank of Canada, New York Branch, collectively, "ACCORDION LENDER"), hereby agree as follows: 1. The Credit Agreement shall, henceforth from the date of the execution and delivery of this Accordion Agreement but subject always to Section 2.2(f) of the Credit Agreement, be read and construed as if the Accordion Lender were party to the Credit Agreement having all the rights and obligations of a Lender under the Credit Agreement having the Individual Commitment set out in paragraph 2 below. Accordingly all references in any Credit Documents to (a) any "Lender" shall be treated as including a reference to the Accordion Lender and (b) the Credit Agreement shall be treated as a reference to the Credit Agreement as supplemented by this Accordion Agreement to the intent that this Accordion Agreement and the Credit Agreement shall be read and construed together as one single agreement. 2. The Individual Commitment of the Accordion Lender, and the address and the telefacsimile number for the purposes of notices as provided in Section 15.1 of the Credit Agreement, are set out in the attached revised Schedule A. 3. The Accordion Lender represents and warrants to each of the other parties to the Credit Agreement that it has been provided with a copy of the Credit Agreement. 4. The Accordion Lender irrevocably authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete, execute and deliver on behalf of the Accordion Lender each Credit Document to be executed by it or on its behalf and each agreement, document and instrument to be executed by it or on its behalf pursuant to each Credit Document, and to take such action on its behalf as may be authorized or directed pursuant to any such Credit Document. -1- 5. This Accordion Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Transmission of an executed signature page of this Accordion Agreement by facsimile transmission or by e-mail in pdf format shall be effected as delivery if a manually executed counterpart hereof. 6. This Accordion Agreement shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. 7. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender and the Administrative Agent that, as a Canadian Lender and U.S. Lender and until otherwise notified by the Accordion Lender, the Accordion Lender shall be a Non-Bullion Lender. -2- IN WITNESS WHEREOF, the parties hereto have caused this Accordion Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the 22nd day of April, 2005. KINROSS GOLD CORPORATION NATIONAL BANK OF CANADA for and on behalf of all Borrowers as Accordion Lender (Canadian Lender) By: (SIGNED) LARS-ERIC JOHANSSON By: (SIGNED) PIERRE PICHETTE --------------------------------- ------------------------------ Title: Vice President By: (SIGNED) ROCH LEDOUX ------------------------------ : Title: Director ------------------------------ NATIONAL BANK OF CANADA, NEW YORK BRANCH THE BANK OF NOVA SCOTIA as Accordion Lender (U.S. Lender) as Administrative Agent By: (SIGNED) VINCENT LIMA By: (SIGNED) ROBERT HOSIE --------------------------------- ------------------------------ Title: VP By: (SIGNED) JEFF FORGACH Title: Managing Director --------------------------------- ------------------------------ Title AVP THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA as Issuing Lender as Bullion Fronting Lender By: (SIGNED) MICHAEL K. EDDY By: (SIGNED) MICHAEL K. EDDY --------------------------------- ------------------------------ Title: Director - Mining Title: Director - Mining By: (SIGNED) DEREK TOVICH By: (SIGNED) DEREK TOVICH --------------------------------- ------------------------------ Title: Associate Title: Associate -3-
SCHEDULE A CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT National Bank of Canada National Bank of Canada, New York U.S. $15,000,000 Branch National Bank of Canada 1155 Metcalfe Street 5th Floor Montreal, Quebec H3B 4S9 Attention: Vice-President Telefax: (514) 390-7840 National Bank of Canada, New York Branch 65 East 55th Street New York, New York 10022 Attention: Vice-President Telefax: (212) 632-8509
-4- THE ROYAL BANK OF SCOTLAND PLC ACCORDION AGREEMENT Reference is made to the amended and restated credit agreement dated as of April 8, 2005 (as such agreement may be amended, supplemented, amended and restated, novated or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc., Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned in the Credit Agreement. RECITALS: Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada wishes to designate the Accordion Lender defined below as a Lender under the Credit Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrowers, the Lenders, the Administrative Agent, the Issuing Lender, the Bullion Fronting Lender and The Royal Bank of Scotland plc (the "ACCORDION LENDER"), hereby agree as follows: 8. The Credit Agreement shall, henceforth from the date of the execution and delivery of this Accordion Agreement but subject always to Section 2.2(f) of the Credit Agreement, be read and construed as if the Accordion Lender were party to the Credit Agreement having all the rights and obligations of a Lender under the Credit Agreement having the Individual Commitment set out in paragraph 2 below. Accordingly all references in any Credit Documents to (a) any "Lender" shall be treated as including a reference to the Accordion Lender and (b) the Credit Agreement shall be treated as a reference to the Credit Agreement as supplemented by this Accordion Agreement to the intent that this Accordion Agreement and the Credit Agreement shall be read and construed together as one single agreement. 9. The Individual Commitment of the Accordion Lender, and the address and the telefacsimile number for the purposes of notices as provided in Section 15.1 of the Credit Agreement, are set out in the attached revised Schedule A. 10. The Accordion Lender represents and warrants to each of the other parties to the Credit Agreement that it has been provided with a copy of the Credit Agreement. 11. The Accordion Lender irrevocably authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete, execute and deliver on behalf of the Accordion Lender each Credit Document to be executed by it or on its behalf and each agreement, document and instrument to be executed by it or on its behalf pursuant to each Credit Document, and to take such action on its behalf as may be authorized or directed pursuant to any such Credit Document. -5- 12. This Accordion Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Transmission of an executed signature page of this Accordion Agreement by facsimile transmission or by e-mail in pdf format shall be effected as delivery if a manually executed counterpart hereof. 13. This Accordion Agreement shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. 14. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender and the Administrative Agent that, as a U.S. Lender and until otherwise notified by the Accordion Lender, the Accordion Lender shall be a Non-Bullion Lender. -6- IN WITNESS WHEREOF, the parties hereto have caused this Accordion Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the 22nd day of April, 2005. KINROSS GOLD CORPORATION THE ROYAL BANK OF SCOTLAND PLC for and on behalf of all Borrowers as Accordion Lender (U.S. Lender) By: (SIGNED) LARS-ERIC JOHANSSON By: (SIGNED) MAX VAUGHAN ------------------------------- -------------------------------- Title: Title: Senior Director, Structured Finance ------------------------------- -------------------------------- THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA as Administrative Agent as Issuing Lender By: (SIGNED) ROBERT HOSIE By: (SIGNED) MICHAEL K. EDDY ------------------------------- -------------------------------- Title: Director - Mining Title: Managing Director By:: (SIGNED) DEREK TOVICH ------------------------------- -------------------------------- Title: Associate THE BANK OF NOVA SCOTIA as Bullion Fronting Lender By: (SIGNED) MICHAEL K. EDDY ------------------------------- Title: Director - Mining By:: (SIGNED) DEREK TOVICH ------------------------------- Title: Associate -7-
SCHEDULE A CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT - The Royal Bank of Scotland plc U.S. $15,000,000 CONTACT DETAILS FOR OPERATIONAL MATTERS FOR BASE RATE NEW YORK LOANS: The Royal Bank of Scotland plc 101 Park Avenue, 12th Floor New York, New York, 10178 Attention: Caroline Cancel, Assistant Vice-President Telefax: (212) 401-1494 FOR LIBOR LOANS OR GOLD LOANS: The Royal Bank of Scotland plc London Corporate Service Centre 2 1/2 Devonshire Square London EC2 UK Attention: Nicola Tebutt Telefax: +44 20 7615 0135 CONTACT DETAILS FOR CREDIT MATTERS: The Royal Bank of Scotland plc Structured Finance Project Finance Portfolio London EC2M 3UR UK Attention: Neil Wilson Telefax: +44 20 7085 8762
-8- -COMMERZBANK INTERNATIONAL S.A. ACCORDION AGREEMENT Reference is made to the amended and restated credit agreement dated as of April 8, 2005 (as such agreement may be amended, supplemented, amended and restated, novated or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc., Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned in the Credit Agreement. RECITALS: Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada wishes to designate the Accordion Lender defined below as a Lender under the Credit Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrowers, the Lenders, the Administrative Agent, the Issuing Lender, the Bullion Fronting Lender and Commerzbank International S.A. (the "ACCORDION LENDER"), hereby agree as follows: 15. The Credit Agreement shall, henceforth from the date of the execution and delivery of this Accordion Agreement but subject always to Section 2.2(f) of the Credit Agreement, be read and construed as if the Accordion Lender were party to the Credit Agreement having all the rights and obligations of a Lender under the Credit Agreement having the Individual Commitment set out in paragraph 2 below. Accordingly all references in any Credit Documents to (a) any "Lender" shall be treated as including a reference to the Accordion Lender and (b) the Credit Agreement shall be treated as a reference to the Credit Agreement as supplemented by this Accordion Agreement to the intent that this Accordion Agreement and the Credit Agreement shall be read and construed together as one single agreement. 16. The Individual Commitment of the Accordion Lender, and the address and the telefacsimile number for the purposes of notices as provided in Section 15.1 of the Credit Agreement, are set out in the attached revised Schedule A. 17. The Accordion Lender represents and warrants to each of the other parties to the Credit Agreement that it has been provided with a copy of the Credit Agreement. 18. The Accordion Lender irrevocably authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete, execute and deliver on behalf of the Accordion Lender each Credit Document to be executed by it or on its behalf and each agreement, document and instrument to be executed by it or on its behalf pursuant to each Credit Document, and to take such action on its behalf as may be authorized or directed pursuant to any such Credit Document. -9- 19. This Accordion Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Transmission of an executed signature page of this Accordion Agreement by facsimile transmission or by e-mail in pdf format shall be effected as delivery if a manually executed counterpart hereof. 20. This Accordion Agreement shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. 21. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender and the Administrative Agent that, as a U.S. Lender and until otherwise notified by the Accordion Lender, the Accordion Lender shall be a Non-Bullion Lender. -10- IN WITNESS WHEREOF, the parties hereto have caused this Accordion Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the 22nd day of April, 2005. KINROSS GOLD CORPORATION COMMERZBANK INTERNATIONAL S.A. for and on behalf of all Borrowers as Accordion Lender (U.S. Lender) By: (SIGNED) LARS-ERIC JOHANSSON By: (SIGNED) M. JAHNS -------------------------------- ------------------------------ Title: Vice President Title: By: (SIGNED) E. GEISTER -------------------------------- ------------------------------ Title: Vice President THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA as Administrative Agent as Issuing Lender By: (SIGNED) ROBERT HOSIE By: (SIGNED) MICHAEL K. EDDY -------------------------------- ------------------------------ Title: Director - Mining Title: Managing Director By: (SIGNED) DEREK TOVICH -------------------------------- ------------------------------ Associate THE BANK OF NOVA SCOTIA as Bullion Fronting Lender By: (SIGNED) MICHAEL K. EDDY -------------------------------- Title: Director - Mining By: (SIGNED) DEREK TOVICH -------------------------------- Associate -11-
SCHEDULE A CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT - Commerzbank International. S.A. U.S. $15,000,000 Commerzbank International S.A. 25, rue Edward Steichen L-2540 Luxembourg Attention: Mr. Edgar Geister/Mr. Reiner Trappen Telefax: 00352-477-911-2419
-12- CANADIAN IMPERIAL BANK OF COMMERCE ACCORDION AGREEMENT Reference is made to the amended and restated credit agreement dated as of April 8, 2005 (as such agreement may be amended, supplemented, amended and restated, novated or otherwise modified and in effect from time to time, the "CREDIT AGREEMENT") among Kinross Gold Corporation, Kinross Gold U.S.A., Inc., Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation, as borrowers, the Lenders named therein and The Bank of Nova Scotia, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned in the Credit Agreement. RECITALS: Pursuant to Section 2.2(d) of the Credit Agreement, Kinross Canada wishes to designate the Accordion Lender defined below as a Lender under the Credit Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrowers, the Lenders, the Administrative Agent, the Issuing Lender, the Bullion Fronting Lender, Canadian Imperial Bank of Commerce and CIBC Inc. (Canadian Imperial Bank of Commerce and CIBC Inc., collectively, "ACCORDION LENDER"), hereby agree as follows: 22. The Credit Agreement shall, henceforth from the date of the execution and delivery of this Accordion Agreement but subject always to Section 2.2(f) of the Credit Agreement, be read and construed as if the Accordion Lender were party to the Credit Agreement having all the rights and obligations of a Lender under the Credit Agreement having the Individual Commitment set out in paragraph 2 below. Accordingly all references in any Credit Documents to (a) any "Lender" shall be treated as including a reference to the Accordion Lender and (b) the Credit Agreement shall be treated as a reference to the Credit Agreement as supplemented by this Accordion Agreement to the intent that this Accordion Agreement and the Credit Agreement shall be read and construed together as one single agreement. 23. The Individual Commitment of the Accordion Lender, and the address and the telefacsimile number for the purposes of notices as provided in Section 15.1 of the Credit Agreement, are set out in the attached revised Schedule A. 24. The Accordion Lender represents and warrants to each of the other parties to the Credit Agreement that it has been provided with a copy of the Credit Agreement. 25. The Accordion Lender irrevocably authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete, execute and deliver on behalf of the Accordion Lender each Credit Document to be executed by it or on its behalf and each agreement, document and instrument to be executed by it or on its behalf pursuant to each Credit Document, and to take such action on its behalf as may be authorized or directed pursuant to any such Credit Document. -13- 26. This Accordion Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Transmission of an executed signature page of this Accordion Agreement by facsimile transmission or by e-mail in pdf format shall be effected as delivery if a manually executed counterpart hereof. 27. This Accordion Agreement shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. 28. The Accordion Lender notifies the Borrower, the Bullion Fronting Lender and the Administrative Agent that, as a Canadian Lender and U.S. Lender and until otherwise notified by the Accordion Lender, the Accordion Lender shall be a Bullion Lender. -14- IN WITNESS WHEREOF, the parties hereto have caused this Accordion Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the _____________ day of April, 2005. KINROSS GOLD CORPORATION CANADIAN IMPERIAL BANK OF COMMERCE for and on behalf of all Borrowers as Accordion Lender (Canadian Lender) By: (SIGNED) LAS-ERIC JOHANSSON By: (SIGNED) E.G. RAMSAY --------------------------------- ------------------------------ Title: Executive Director Title: By: (SIGNED) JENS PATERSON --------------------------------- ------------------------------ Director CIBC INC. THE BANK OF NOVA SCOTIA As Accordion Lender (U.S. Lender) as Administrative Agent By: (SIGNED) GERALDINE KERR By: (SIGNED) ROBERT HOSIE --------------------------------- ------------------------------ Executive Director Title: CIBC World Markets Corp. as Agent Title: Managing Director --------------------------------- ------------------------------ THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA as Issuing Lender as Bullion Fronting Lender By: (SIGNED) MICHAEL K. EDDY By: (SIGNED) MICHAEL K. EDDY --------------------------------- ------------------------------ Title: Director - Mining Title: Director - Mining By: (SIGNED) DEREK TOVICH By: (SIGNED) DEREK TOVICH --------------------------------- ------------------------------ Associate Associate -15-
SCHEDULE A CANADIAN LENDER U.S. LENDER INDIVIDUAL COMMITMENT Canadian Imperial Bank of Commerce CIBC Inc. U.S. $25,000,000 Canadian Imperial Bank of Commerce Global Mining and Forest Products, Canadian Credit Capital Markets BCE Place 161 Bay Street 8th Floor Toronto, Ontario M5J 2S8 Attention: Executive Director Telefax: (416) 594-8347 CIBC Inc. 300 Madison Avenue New York, New York 10017 Attention: Geraldine Kerr Telefax: (212) 856-3761
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