Exhibit 4.15

Execution version

CONFIDENTIAL

Dated April 2, 2015

FACILITY AGREEMENT

for a US$370,000,000 term facility for the development of the Gahcho Kué Diamond Project

2435572 ONTARIO INC.
as Borrower

MOUNTAIN PROVINCE DIAMONDS INC. and 2435386 ONTARIO INC.
as Guarantors

THE BANK OF NOVA SCOTIA, NATIXIS S.A. and NEDBANK LIMITED, LONDON BRANCH
as Joint Lead Arrangers and Bookrunners

ING CAPITAL LLC
as Bookrunner

THE BANK OF NOVA SCOTIA
as Facility Agent

THE BANK OF NOVA SCOTIA
as Security Trustee

NATIXIS S.A.
as Technical Agent

THE BANK OF NOVA SCOTIA
as Account Bank

NEDBANK LIMITED, LONDON BRANCH

as Insurance Agent

NEDBANK LIMITED, LONDON BRANCH

as Marketing Agent

EXPORT DEVELOPMENT CANADA

as Documentation Agent

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Hedge Providers

and

THE FINANCIAL INSTITUTIONS NAMED HEREIN
as Lenders

Contents

THIS AGREEMENT is dated ___________________________ 2015 and made between:

Definitions

Accounts Agreement means the agreement to be entered into between the Borrower, Ontario, the Account Bank, the Facility Agent and the Security Trustee on or about the date of this Agreement in relation to the operation of the Project Accounts other than the Distribution Account

Additional Cost Rate has the meaning given to it in Schedule 7 (Mandatory Cost Formula)

Additional Equity Contribution means any Equity Contribution made after Financial Close

Affiliate means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company including, in relation to Ontario, a Holding Company of its Holding Company

Agreement means this facility agreement

Approved Capital Expenditure means Capital Expenditure to be incurred after Project Completion by way of Cash Calls from the Operator in accordance with the Life of Mine Plan, to be funded by Ontario from proceeds of the Intra-Group Loan and which has been incorporated into the Financial Model

Assessment Documentation is a series of documents prepared for the Project as part of the Environmental and Social Assessment process, such as the ESIA, the ESMP, the Environmental Report and other documents prepared by or on behalf of the Operator or Ontario to ensure compliance with the Environmental and Social Standards

Assignment of Rights under the Joint Venture Agreement means the assignment by way of security in favour of the Security Trustee by Ontario of its rights under the Joint Venture Agreement to be entered into on or about the date of this Agreement

Assumptions means the Economic Assumptions and the Technical Assumptions

Availability Period means the period commencing on Financial Close and ending on the earlier of (i) the date falling thirty (30) Months after Financial Close; (ii) Project Completion; and (iii) the date on which the Available Facility is reduced to zero (0), provided that in each case if any such date is not a Business Day, the last day of the relevant Availability Period shall be the immediately preceding Business Day

Available Commitments means, in relation to a Lender, that Lender's Commitments in respect of the Facility less its Contributions under the Facility

Available Facility means the aggregate at any time of each Lender's Available Commitment in respect of the Facility

Available Resources means, at any date before Project Completion, without double counting, the aggregate of:

Available Resources (Physical Completion) means, at any date before Project Completion, without double counting, the aggregate of:

Bankable Feasibility Study means the bankable feasibility study dated 31 March 2014 prepared [REDACTED]

Base Case means the base case financial projections and ratios contemplated by paragraph 9.1 of Part 1 of Schedule 3 (Conditions Precedent) delivered by the Borrower to the Facility Agent on or before Financial Close

Base Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

Basel II Accord means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord

CERTAIN PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Basel II Regulation means:

Basel III Regulation means any law or regulation implementing the Basel III Accord (including CRD IV and CRR) save to the extent that such law or regulation re-enacts a Basel II Regulation

Basel III Accord means, together:

Borrower Compliance Certificate means a certificate of compliance issued by the Borrower substantially in the form set out in Part 1 of Schedule 5 (Form of Borrower Compliance Certificate) and duly signed by an authorised signatory of the Borrower

Borrower Blocked Account Agreement means the blocked account agreement between the Borrower, the Account Bank and the Security Trustee to be entered into on or about the date of this Agreement

Borrower General Security Agreement means the Ontario law general security agreement granting, in favour of the Security Trustee, a fixed and floating security interest in certain assets of the Borrower to be entered into on or about the date of this Agreement

Borrower Rollover Agreement means the rollover agreement entered into on or about 3 October 2014 between the Parent and the Borrower in relation to transferring the Parent’s shares in Ontario to the Borrower

Borrower Share Pledge means the Ontario law share pledge granting, in favour of the Security Trustee, a security interest over the Borrower’s shares in Ontario to be entered into on or about the date of this Agreement

Borrower's Costs means:

Break Costs means the amount (if any) by which:

exceeds

Business Day means a day (other than Saturday or Sunday) on which banks are open for general business in London and Toronto, and, if on that day a payment or purchase of any Dollar amount or any other currency is to be made, which is also a day on which banks are open for general business in New York City or the principal financial centre of the country of that currency, as the case may be

CAD Proceeds Account means the account named "CAD Proceeds Account" with account number [REDACTED], denominated in Canadian Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent (acting reasonably) and any sub-accounts of the foregoing

CERTAIN PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Calculation Date means, as the context may require, a Scheduled Calculation Date or an Unscheduled Calculation Date

Calculation Period means, in respect of a Calculation Date:

Canadian Dollars and C$ means the lawful currency from time to time of Canada

Capital Expenditure means for any period the aggregate of all amounts required to be paid by Ontario during such period by way of expenditure for fixed or capital assets, plant and equipment including (i) expenditure incurred in connection with all development costs; and (ii) working capital referred to in the Financial Model and the Life of Mine Plan and incurred or to be incurred prior to Project Completion, in each case which is included in the JV Plan and Budget and which would be treated as capital expenditure in accordance with IAS

Cash Call has the meaning given to it in the Joint Venture Agreement and includes any request by the Operator for a ‘special advance’ as contemplated under Schedule A, Article 1, Paragraph 1.3(b) of the Joint Venture Agreement

Cash Call Reserve Account means the account named "Cash Call Reserve Account" with account number [REDACTED], denominated in Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent and any sub-accounts of the foregoing

Cash Call Reserve Minimum Balance means on any date the aggregate amount (in Dollars or the Dollar Equivalent) of all costs and expenses expected to be incurred by the Borrower and/or Ontario (including in respect of all Cash Calls expected to be made by the Operator), other than (i) fees and other costs and expenses payable under the Management Agreement and (ii) MPV Expenses, in the three (3) Month period (or such longer period as the Borrower and the Technical Agent may agree from time to time) commencing on the day immediately following that date, as calculated by the Borrower and confirmed by the Technical Agent and notified to the Facility Agent and the Borrower by the Technical Agent promptly upon the confirmation of such calculation

CERTAIN PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Cash Flow Available for Debt Service or CFADS means (without double counting), on any Calculation Date, in respect of any period, A minus B, where:

in each case on a "cash", rather than an "accruals" basis

Cash Sweep Calculation Certificate means a certificate signed by an authorised signatory of the Borrower substantially in the form set out in Part 2 of Schedule 5 (Form of Cash Sweep Calculation Certificate) duly detailing the Excess Cashflow for the Quarter ending on the most recent Calculation Date

Cash Sweep Period means, in respect of a Calculation Date, the three (3) month period ending on that Calculation Date

Certificate of No Default means a certificate substantially in the form set out in Part 5 of Schedule 5 (Form of Certificate of No Default) signed by an authorised signatory of the Borrower, the Parent and Ontario and provided to the Facility Agent pursuant to clauses 22.18 and 22.19 (Notification of Default)

Change of Control means:

Code means the US Internal Revenue Code of 1986

Commencement of Commercial Production has the meaning given to it in the Joint Venture Agreement

Commitments means, in relation to the Facility:

in each case to the extent not cancelled, reduced or transferred by it under this Agreement

Compensation Proceeds means any amounts payable to or received by, or for the account of, any Obligor as compensation for any loss related to the Project including:

but excluding Insurance Proceeds and Delay Liquidated Damages

Competent Authority means any governmental, supranational, local government, statutory or regulatory body or any subdivision thereof and/or any ministerial or governmental, quasi-governmental or other regulatory department, body, instrumentality, agency or official court or tribunal having jurisdiction over any Obligor, the Project or the subject matter of, or any party (other than a Finance Party) to any of the Transaction Documents

Completion Certificates has the meaning given to that term in Schedule 11 (Completion Tests)

Confidential Information means all information relating to the Project, Ontario, the Borrower, any Major Project Party or the Group, the Project Documents, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

Confirmation of Assignment Agreement means the letter agreement dated 3 October 2014 from MPV and Ontario to De Beers, confirming, amongst other things, the assignment of MPV’s Participating Interest to Ontario, as acknowledged and agreed by De Beers on 10 October 2014

Consultants means the Independent Technical Consultant, the Independent Environmental Consultant, the Independent Insurance Consultant, the Independent Diamond Consultant and each other adviser or consultant appointed in accordance with clause 31.50 (Appointment of Consultants) and Consultant means any one of them

Construction Budget means the Initial Construction Budget and thereafter each Revised Construction Budget finalised and approved in accordance with clauses 18.1 to 18.7 (Construction Budget)

Construction Costs means all costs (including Capital Expenditure, Borrower’s Costs, MPV Expenses payable prior to Project Completion, Operating Costs, Taxes (including VAT), Royalties and insurance premium payable in respect of the Project from the date of this Agreement until Project Completion), expenses and fees incurred by the Borrower or Ontario, through Ontario’s contributions made pursuant to the Joint Venture Agreement (including its contributions to the Operator’s management fee payable under the Joint Venture Agreement) or otherwise, until Project Completion

Construction Period means the period from the date of this Agreement until Project Completion

Contingency Balance means that line item in the JV Plan and Budget to be applied towards contingencies and labelled ‘Contingency’

Contribution means, in respect of a Lender in relation to the Facility at any time, the amount of any Loan then owing to that Lender under the Facility

Corrective Action Plan means a plan prepared by a reputable technical expert acceptable to the Facility Agent (acting reasonably):

Corrupt Act means any act or omission which is corrupt in nature, including:

Corrupt Practices Laws means:

Cost Overrun means any Construction Cost which:

in each case to the extent the use of the Contingency Balance for such Construction Costs is not approved by the JV Management Committee (provided that Ontario has acted, approved or voted on such decision in accordance with this Agreement) in accordance with the procedures for approval in the Joint Venture Agreement to fund such Construction Cost or increased Capital Expenditure

Cost Overrun Reserve Account means the account named "Cost Overrun Reserve Account" with account number [REDACTED], denominated in Canadian Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent (acting reasonably) and any sub-accounts of the foregoing

Cost Overrun Reserve Amount means [REDACTED] due to proprietary nature of sensitive business informaiton]

Cost Share has the meaning given to it in the Joint Venture Agreement

Cost to Complete Certificate means a certificate, substantially in the form set out in Part 4 of Schedule 5 (Form of Cost to Complete Certificate) and duly signed by an authorised signatory of the Borrower and the Independent Technical Consultant

Cost to Complete Shortfall means:

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Costs Certificate means a certificate substantially in the form set out in Part 3 of Schedule 5 (Form of Costs Certificate) signed by an authorised signatory of the Borrower and provided by the Borrower to the Facility Agent and the Technical Agent in relation to each proposed Utilisation:

in a sufficient level of detail (and attaching invoices or documentation issued by the Operator evidencing such Eligible Costs) to enable the Technical Agent to verify the accuracy of the Eligible Costs;

CRD IV means Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC

CRR means Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012

De Beers means De Beers Canada Inc., a corporation incorporated under the laws of Canada and having an office at Suite 900, 250 Ferrand Drive, Toronto, Ontario, M3C3G8

De Beers Portion means the amount to be paid by Ontario in respect of a winning bid for Fancies and Special Stones to De Beers (in its capacity as JV Participant) and any other JV Participants who are not Obligors, calculated in accordance with the Joint Venture Agreement

De Beers Subordination Agreement means the subordination agreement to be entered into between De Beers in its capacity as JV Participant and the Security Trustee pursuant to the acknowledgement letter to be dated on or about the date of this Agreement from the Security Trustee to De Beers

Debt Service Reserve Account or DSRA means the account named "Debt Service Reserve Account" with account number [REDACTED], denominated in Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent and any sub-accounts of the foregoing

Decommissioning Plan means a plan (consistent with applicable laws and with best international practice) to retire the physical facilities of the Project, including decontamination, dismantlement, rehabilitation, landscaping and monitoring

Default means any Event of Default or any event or circumstance specified in clause 28 (Default) which would (upon the giving of notice, the expiry of the relevant grace period, the making of any determination, or any combination of the foregoing) constitute an Event of Default

Delay Liquidated Damages means all sums payable to or received by, or for the account of, the Borrower or Ontario under any of the Project Documents as liquidated damages (howsoever defined) for delay in completion of the subject matter of the relevant Project Document, together with all other amounts representing the proceeds of any other security, bonds or guarantees payable to or received by the Borrower or Ontario in lieu of such liquidated damages

Development Plan means, collectively (i) the Bankable Feasibility Study, (ii) the Environmental and Social Impact Assessment, (iii) the Integrated Environmental and Social Management Plan, (iv) the Technical Report, (v) the Environmental Report, (vi) the Diamond Consultant Report, and (vii) (as applicable) the Construction Budget and the Operating Budget (as the same may each be updated from time to time in accordance with this Agreement)

Diamond Auction Platform means the platform or system, approved by the Marketing Agent (acting on the instructions of the Majority Lenders) from time to time, to be used by a Diamond Broker in relation to the sale of Diamonds (other than Fancies and Special Stones unless permitted by the Marketing Agent (acting on the instructions of the Majority Lenders))

CERTAIN PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Diamond Broker means any independent diamond broker, approved by the Marketing Agent (acting on the instructions of the Majority Lenders) and appointed by Ontario under a Diamond Brokering Agreement in relation to the marketing and sale of Diamonds (other than Fancies and Special Stones unless permitted by the Marketing Agent (acting on the instructions of the Majority Lenders))

Diamond Brokering Agreement means an agreement to be entered into between the Borrower, Ontario and a Diamond Broker, in form and substance satisfactory to the Marketing Agent (acting on the instructions of the Majority Lenders and on the advice of the Independent Diamond Consultant)

Diamond Consultant Report means each report made by the Independent Diamond Consultant in connection with the Independent Diamond Consultant's Appointment Letter

Diamond Sorter means the owner/operator of the Yellowknife Facility or such other entity appointed by the Operator to sort diamonds from the Project

Diamond Sorting Agreement means the agreement to be entered into between the Operator and the Diamond Sorter in relation to the sorting and splitting of diamonds produced at the Project by the Diamond Sorter at the Yellowknife Facility

Diamond Transporter means any diamond transporter approved by the Marketing Agent (acting on the instructions of the Majority Lenders) and appointed by Ontario from time to time under a Diamond Transportation Agreement in relation to the transportation of Diamonds to the Diamond Broker

Diamond Transportation Agreement means the agreement to be entered into between the Borrower, Ontario and the Diamond Transporter, in form and substance satisfactory to the Marketing Agent (acting on the instructions of the Majority Lenders and on the advice of the Independent Diamond Consultant)

Diamond Valuation Reports means the regular diamond valuation reports to be provided by the Independent Diamond Consultant during the Facility Period pursuant to clauses 22.33 to 22.34 (Diamond Valuation Report)

Diamond Valuer means the diamond valuer approved by the Marketing Agent (acting on the instructions of the Majority Lenders) and appointed by Ontario from time to time under the Diamond Valuer Appointment Letter or employed by the Borrower in relation to the valuation of Diamonds

Diamond Valuer Appointment Letter means the appointment agreement to be entered into between Ontario and the Diamond Valuer, in form and substance satisfactory to the Marketing Agent (acting on the instructions of the Majority Lenders and on the advice of the Independent Diamond Consultant)

Diamonds means those diamonds (including Fancies and Special Stones) produced from the Project to which Ontario is entitled under the Joint Venture Agreement

Direct Agreements means any direct agreement with a Major Project Party required by the Facility Agent from time to time, provided that, where any Project Document ceases to be a Project Document in accordance with this Agreement, such Direct Agreement shall cease to be a Direct Agreement under this Agreement

Disruption Event means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted

Distribution means:

Distribution Account means the Dollar denominated account named "Distribution Account" with account number [REDACTED] and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent and any sub-accounts of the foregoing

Distribution Conditions means:

CERTAIN PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Dodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act of the United States of America, passed in 2010, and all requests, rules, guidelines or directives there under or issued in connection therewith

Dollar Equivalent means, in relation to an amount specified in a particular currency (the first amount), the net amount of Dollars which the Facility Agent determines can be purchased with the first amount by applying the spot rate for that foreign exchange conversion which the Account Bank applies to its customers generally at or about 11.00 a.m. on the day on which the calculation falls to be made

Dollars and US$ means the lawful currency from time to time of the United States of America

DSRA Minimum Balance means on any date the aggregate amount of principal and interest falling due for payment under the Finance Documents in respect of the Facility in the nine (9) Month period commencing on the day immediately following that date as calculated by the Technical Agent and notified to the Facility Agent and the Borrower promptly upon the determination of such calculation

CERTAIN PORTIONS OF THIS PAGE HAVE BEEN OMITTED, AS INDICATED BY [REDACTED], AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

DSRA Minimum Balance (Project Completion) means on any date the aggregate amount of principal and interest falling due for payment under the Finance Documents in respect of the Facility in the six (6) Month period commencing on the day immediately following that date as calculated by the Technical Agent and notified to the Facility Agent and the Borrower promptly upon the determination of such calculation

Economic Assumptions means the economic assumptions (including, without limitation, those relating to diamond prices, interest rates, inflation, rates of taxation and VAT) listed in Schedule 10 (Economic Assumptions) and incorporated in the Financial Model delivered to the Facility Agent at or before Financial Close in accordance with clause 4.1 (Initial conditions precedent), as amended from time to time in accordance with and subject to this Agreement

Eligible Costs means, at any time, the amounts payable by the Borrower or Ontario (including where applicable by contributions by Ontario to the Operator made pursuant to the Joint Venture Agreement) in respect of:

in each case as set out in the Financial Model or otherwise approved by the Majority Lenders

Emergency means a condition, circumstance or situation which, in the reasonable opinion of the Borrower:

and in the good faith judgment of the Borrower, requires the taking of immediate measures to prevent or mitigate such threat within a timeframe that makes it impractical to obtain the consent of the Majority Lenders

English Debenture means the English law debenture granting fixed and floating security over certain assets of the Obligors to be entered into on or about the date of this Agreement

Environment includes (but is not limited to):

Environmental and Social Assessment is the process that determines the potential environmental and social risks and impacts (including labour, health and safety) of a proposed Project in its area of influence

Environmental and Social Impact Assessment or ESIA means the environmental impact statement prepared by the Operator dated December 2010 in respect of the Project, as amended and supplemented from time to time with the consent of the Majority Lenders

Environmental and Social Incident and Environmental and Social Accident means:

including any explosion, spill or workplace accident which results in death, serious or multiple injuries or material environmental contamination, any violent labour unrest or dispute with local communities

Environmental and Social Management System means the environmental, social, health and safety management system of the Operator designed to identify, assess and manage risk with respect to Environmental and Social Matters as described in system manuals, operational policies, management programs and plans, procedures requirements, performance indicators, audits and inspections, and practices and defining desired outcomes as measurable events, together with:

tracked over defined time periods and with estimates of the resources and responsibilities for implementation, and including the Integrated Environmental and Social Management Plan, organisational capacity, training, monitoring and reporting

Environmental and Social Matters means any aspects, matters or issues relating to Environmental or Social Matters and relevant to the Project, including those identified in the Environmental and Social Impact Assessment and the Environmental and Social Management System

Environmental and Social Monitoring Reports means the regular monitoring reports to be provided by the Independent Environmental Consultant during construction and operational phases pursuant to clauses 22.6 and 22.7 (Environmental and Social Report)

Environmental and Social Standards means:

any other document, policy or guideline necessary in order to allow the Lenders to demonstrate compliance with the Equator Principles in respect of their lending or any other financial exposure to the Borrower under the Finance Documents and which is designated as such by, and notified to the Borrower by, the Facility Agent

Environmental Contaminant means any pollutant or contaminant (including any chemical, biological, industrial, radioactive, dangerous, toxic or hazardous substance, water or residue, whether in solid or liquid form or a gas or vapour and whether alone or in combination with any other substance) and any genetically modified organisms

Environmental Law means any law, bylaw, code, guideline, regulation, decree, lawful demand or demand letters or notices, interdicts, judgments, orders, writ, rule, injunction or decree or plans issued, promulgated or approved by or entered into with any Competent Authority which relates to:

Environmental or Social Claim means any litigation, arbitral proceedings, administrative proceedings, claim, complaint, notice or inquiry by any person in connection with a breach or alleged breach of, or any liability or potential liability arising under:

Environmental or Social Permits means any permit, licence, wayleave, approval, filing, registration, exemption, consent and other authorisation and the filing of any notification, report or assessment required under any applicable Environmental Law or any Social Law for the operation of the Project or in order for the Obligors or the Operator to comply with their respective obligations under the Transaction Documents or generally to operate the Project

Environmental Report means the review of the Bankable Feasibility Study and other environmental aspects of the Project (including an assessment of the Project's compliance with Environmental and Social Standards and Environmental or Social Permits) prepared by the Independent Environmental Consultant, in substantially the form as the draft thereof furnished to the Technical Agent on or about the date of this Agreement and otherwise in a form acceptable to and provided to the Facility Agent pursuant to Part 1 of Schedule 3 (Conditions Precedent) and each other report made by the Independent Environmental Consultant in connection with the Independent Environmental Consultant's Appointment Letter

EPCM Contract means the engineering, procurement and construction management services agreement for the Project made between the Operator and the EPCM Contractor dated on or about 1 April 2014

EPCM Contractor means [REDACTED]

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Equator Principles means those principles so entitled and described in "The Equator Principles - A financial industry benchmark for determining, assessing and managing social and environmental risk in projects" dated June 2013 and available, at the date of this Agreement, at http://www.equator-principles.com)

Equity Contributions means any investment made or to be made by the Parent in the Borrower or Ontario, or by the Borrower in Ontario (or any expenditure made by the Parent or the Borrower on account of Ontario for the purpose of the Project as evidenced by a certificate signed by an authorised signatory of the Parent prior to Financial Close) by way of direct or indirect (in the case of Ontario, through the Borrower) subscription for shares or intercompany loans (including the Intra-Group Loan) and shall include the Initial Equity Contribution and any Additional Equity Contribution

Equivalent means, in relation to an amount specified in a particular currency (the first amount), the net amount of any other currency which the Facility Agent determines can be purchased with the first amount by applying the spot rate for that foreign exchange conversion which the Account Bank applies to its customers generally at or about 11.00 a.m. on the day on which the calculation falls to be made

Event of Default means any event or circumstance specified as such in clause 28 (Default)

Excess Cashflow means, in respect of any Cash Sweep Period for which it is being calculated, CFADS for that period, minus:

provided that if Excess Cashflow is negative for any period, then Excess Cashflow for such period shall be deemed to be zero (0)

Existing Lender has the meaning given to it in clauses 29.1 to 29.7 (Assignments and transfers by the Lenders)

Facility means the project term loan facility in an aggregate amount not exceeding three hundred and seventy million Dollars (US$370,000,000)

Facility Office means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement

Facility Period means the period from the date of this Agreement until all the obligations of the Obligors under the Finance Documents have been unconditionally and irrevocably discharged to the satisfaction of the Finance Parties and no Commitment is in force

Fancies and Special Stones means ‘Fancies’ and ‘Special Stones’, each as defined in the Joint Venture Agreement

FATCA means:

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction

Fee Letters means each fee letter setting out the fees referred to in clause 11 (Fees), and Fee Letter means any one of them

Final Scheduled Repayment Date means the date which is eighty four (84) Months following Financial Close, provided that if such date is not a Business Day, the Final Scheduled Repayment Date shall be the immediately preceding Business Day

Finance Costs means, for any period, the aggregate of all amounts required to be paid by the Borrower during such period by way of:

Finance Documents means:

Finance Parties means the Facility Agent, the Joint Lead Arrangers, the Bookrunners, the Hedge Providers, the Security Trustee, the Technical Agent, the Account Bank, the Insurance Agent, the Marketing Agent, the Documentation Agent and the Lenders and Finance Party means any one of them

Financial Close means the date on which the Facility Agent gives notice to the Borrower under clause 4.2 (Initial conditions precedent)

Financial Indebtedness means any Indebtedness for or in respect of:

Financial Model means the spreadsheet-based financial model developed by the Borrower and the Lenders and agreed in writing between the Borrower and the Lenders and delivered to the Facility Agent in accordance with clause 4.1 (Initial conditions precedent), incorporating the Construction Budget, the Operating Budget and the Life of Mine Plan, prepared based on the latest approved JV Plan and Budget as at the date of this Agreement and as amended, updated and replaced from time to time subject to, and in accordance with, clause 17 (Financial Model) and the terms and conditions of this Agreement

First Repayment Date means the earlier of:

provided that if such date is not a Business Day, the First Repayment Date shall be the immediately preceding Business Day

Forecast means a forecast prepared and delivered by the Borrower in accordance with clause 17 (Financial Model)

Forecast CFADS means, in respect of a period, the CFADS forecast to be received during that period

Forecast Debt Service Cover Ratio means, in respect of any Calculation Date, the ratio of:

in each case, for the relevant future Calculation Period

Free, Prior and Informed Consent means consent (which need not be unanimous) which has been given without force, intimidation, coercion, or pressure being applied by anyone in advance of any authorisation or commencement of the Project, on the basis of having all the relevant information to make a decision about whether to agree to the Project or not

GHG means any substance recognised as a greenhouse gas under the United Nations Framework Convention on Climate Change, Kyoto Protocol and any decisions, guidelines, modalities and procedures made pursuant to them, as amended or replaced from time to time

GHG Alternatives Analysis means an analysis conducted by or on behalf of the Borrower or the Operator, in accordance with internationally recognised methodologies and good practice, of technically and financially feasible options available to reduce Project-related GHG emissions during the design, construction and operation of the Project, as more particularly described in Annex A to the Equator Principles

Good Industry Practice means, at any particular time, those practices, methods, activities, techniques and standards as are in accordance with good and acceptable international mining industry standards and in accordance with modern and effective techniques, materials and methods to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition

Government means the government of the Northwest Territories of Canada

Government Agency means any supranational, national, federal, state, provincial, regional or local government or government department or other entity charged with the administration, interpretation or enforcement of any applicable law

Group means the Borrower, Ontario, the Parent and each of their respective Subsidiaries for the time being and Group Member means any such entity

Group Structure Chart means the Group structure chart provided to the Facility Agent pursuant to clauses 4.1 (Initial conditions precedent) and Part 1 of Schedule 3 (Conditions Precedent)

Guarantee means any guarantee, indemnity, third party charge, bond or other assurance against financial loss by one person in respect of the obligations of another person

Guarantors means the Parent and Ontario and Guarantor means each of them

Hedge Providers means the Original Hedge Providers and any other person that has become a Party as a Hedge Provider in accordance with clause 29.18 (Accession of Hedge Providers) which, in each case, are or have become a party to the Intercreditor Deed as a Hedge Provider in accordance with the provisions of the Intercreditor Deed

Hedging Agreement means each 2002 ISDA Master Agreement (or such other ISDA pro forma Master Agreement as may be published by ISDA from time to time) and the schedule relating thereto which is entered into between the Borrower and a Hedge Provider in order to hedge rate or price risk, together with each confirmation entered into thereunder from time to time in respect of a Hedging Transaction, as amended or supplemented from time to time

Hedging Strategy means the provisions relating to Hedging Agreements set out in Schedule 12 (Hedging Strategy)

Hedging Termination Amount means any amount falling due to a Hedge Provider under a Hedging Agreement as a result of the termination of that Hedging Agreement or any Hedging Transactions (or part thereof) thereunder

Hedging Transaction has the meaning given to it in Schedule 12 (Hedging Strategy)

Hedging Transaction Date means any date on which a Hedging Transaction under a Hedging Agreement is entered into

Historic Debt Service Cover Ratio means, in respect of any Calculation Date, the ratio of:

in each case, for the relevant previous Calculation Period

Holding Company means:

IAS means the International Accounting Standards, as amended, replaced or supplemented from time to time by IFRS or the equivalent in each relevant jurisdiction

IFRS means international accounting standards within the meaning of GAAP Regulation 1606/2002 to the extent applicable to the relevant financial statements

Illicit Origin means any origin which is illicit or fraudulent including, without limitation, drug trafficking, corruption, bribery, organised criminal activities, terrorism, money laundering or fraud

Impact and Benefit Agreements means:

Increased Costs has the meaning given to it in clause 13.1(d) (Increased costs)

Indebtedness includes any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent

Independent Diamond Consultant means WWW International Diamond Consultants Ltd. and any reputable replacement independent diamond consultant appointed by the Facility Agent or the Marketing Agent in accordance with clause 31.50 (Appointment of Consultants)

Independent Diamond Consultant's Appointment Letter means the appointment letter between the Facility Agent or the Marketing Agent and the Independent Diamond Consultant

Independent Environmental Consultant means SRK Consulting (Canada) Inc. and any reputable replacement independent environmental and social consultant appointed by the Facility Agent or the Technical Agent in accordance with clause 31.50 (Appointment of Consultants)

Independent Environmental Consultant's Appointment Letter means the appointment letter between the Facility Agent or the Technical Agent and the Independent Environmental Consultant

Independent Insurance Consultant means Aon Reed Stenhouse Inc., or any reputable replacement Independent Insurance Consultant appointed by the Facility Agent or the Insurance Agent in accordance with clause 31.50 (Appointment of Consultants)

Independent Model Auditor means BDO Canada or any reputable replacement model auditor appointed by the Facility Agent or the Technical Agent in accordance with clause 31.50 (Appointment of Consultants)

Independent Review means a review of the Assessment Documentation including the Environmental and Social Management Plan, and the Integrated Environmental and Social Management System carried out by the Independent Environmental Consultant

Independent Technical Consultant means SRK Consulting Canada Inc. and any reputable replacement independent technical consultant appointed by the Facility Agent in consultation with the Technical Agent in accordance with clause 31.50 (Appointment of Consultants)

Independent Technical Consultant's Appointment Letter means the appointment letter between the Facility Agent or the Technical Agent and the Independent Technical Consultant

Initial Construction Budget means the budget setting out the Construction Costs and other costs expected to be incurred up to and including Project Completion and delivered to the Facility Agent under clauses 4.1 (Initial conditions precedent) and Part 1 of Schedule 3 (Conditions Precedent)

Initial Equity Contribution means an equity contribution of no less than [REDACTED] made or to be made by the Parent to Ontario (or expended by the Parent or the Borrower on account of Ontario for the purpose of the Project as evidenced by a certificate signed by an authorised

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signatory of the Parent prior to the date of Financial Close) by way of indirect (through the Borrower) intercompany loans (pursuant to the Intra-Group Loan) on or after 1 January 2014

Initial Financial Statements means:

Initial Life of Mine Plan means the life of mine plan to establish, amongst other things, the expected production levels over the life of the mine (based on the Mineral Reserves), estimated cash and full costs of production which is included in the JV Plan and Budget delivered to the Facility Agent under clause 4.1 (Initial Conditions Precedent) and Part 1 of Schedule 3 (Conditions Precedent)

Initial Operating Budget means the budget setting out the costs expected to be incurred and the revenues expected to be received during the Operating Period and delivered to the Facility Agent under clause 4.1 (Initial conditions precedent) and Part 1 of Schedule 3 (Conditions Precedent)

Insurance Broker means Marsh Canada Limited or such other broker acceptable to the Majority Lenders appointed by the Obligors or the Operator, as applicable, from time to time in respect of any of the Insurances

Insurance Broker's Letter of Undertaking means the letter(s) of undertaking from the Insurance Broker to the Facility Agent and the Insurance Agent substantially in the form set out in Part B of Schedule 9 (Insurances) or in such other form agreed by the Facility Agent

Insurance Proceeds means any amount payable by Insurers in respect of the Insurances, including proceeds of claims, return premiums and ex gratia payments

Insurance Proceeds Account means the Dollar denominated account named "Insurance Proceeds Account" with account number [REDACTED] and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent (acting reasonably) and any sub-accounts of the foregoing

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Insurances means any and all of the contracts of insurance that:

in accordance with clauses 26.31 to 26.32 (Insurances) and Schedule 9 (Insurances)

Insurer means at any relevant time, any insurer with whom any Insurances have been placed

Integrated Environmental and Social Management Plan or ESMP means the environmental and social management programme prepared by the Borrower as part of the ESIA and approved by the Competent Authority for the Project which sets out the relevant mitigation and corrective actions identified in the ESIA that must be implemented by the Obligors and/or the Operator in undertaking the Project to address Environmental and Social Matters, as provided to and approved by the Facility Agent pursuant to Part 1 of Schedule 3 (Conditions precedent) and as may be amended from time to time with the consent of the Facility Agent (following consultation with the Independent Environmental Consultant) and approved by the Competent Authority for the Project from time to time) and shall include the Decommissioning Plan

Intent Letter means the binding confirmation of intent letter from the Parent, the Borrower and Ontario to, and countersigned by, De Beers in its capacity as Operator and JV Participant dated on or about 2 December 2014

Intercreditor Deed means the intercreditor agreement dated on or about the date of this Agreement and entered into between, among others, the Facility Agent, the Security Trustee, the Hedge Providers, the Lenders, the Borrower and the Guarantors

Intercreditor Deed of Accession means each deed of accession entered into in the form set out in Schedule 1 (Deed of Accession) to the Intercreditor Deed

Interest Payment Date means the last Business Day of an Interest Period applicable to a relevant Loan

Interest Period means, in relation to a Loan, each period determined in accordance with clause 9 (Interest periods) and, in relation to an Unpaid Sum, each period determined in accordance with clauses 8.5 to 8.7 (Default interest)

Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

each as of 11:00 a.m. (London time) on the Quotation Day for Dollars

Intra-Group Loan means the subordinated Canadian Dollar loan made on terms acceptable to the Majority Lenders by the Borrower to Ontario in order to fund costs and expenses incurred or to be incurred by Ontario

Intra-Group Loan Agreement means the agreement documenting the Intra-Group Loan between the Borrower and Ontario to be entered into on or about the date of this Agreement

Irrevocable Payment Instructions means the irrevocable payment instructions to be given by the Borrower and Ontario to the Account Bank and the Facility Agent on or about the date of this Agreement authorising and instructing the Account Bank to, amongst other things, make transfers between the relevant Project Accounts and make payments from the Proceeds Accounts directly to the Operator, any JV Participant (other than Ontario) and/or De Beers

Joint Venture means the unincorporated joint venture established under the Joint Venture Agreement in order to develop and operate the Project

Joint Venture Agreement means the amended and restated joint venture agreement between the Parent, Camphor Ventures Inc. and De Beers, dated on or about 3 July 2009 as further amended by the Intent Letter, in respect of which the Parent transferred its rights and obligations to Ontario pursuant to the Ontario Rollover Agreement and the JV Assignment Agreement

Joint Venture Property has the meaning given to it in the Joint Venture Agreement

JV Assignment Agreement means the assignment and assumption confirmation agreement between MPV and Ontario dated 26 March 2015 pursuant to which MPV assigns all its right, title and interest to the Joint Venture Agreement, including its Participating Interest, to Ontario with effect from 2 October 2014

JV Event of Default means an ‘Event of Default’, an ‘MPV Default’ and an ‘MPV Subsequent Default’, each as defined in the Joint Venture Agreement

JV Management Committee means the ‘Management Committee’ as defined in the Joint Venture Agreement

JV Participants means the ‘Participants’ as defined in the Joint Venture Agreement

JV Plan and Budget means the ‘Plan and Budget’ as defined in the Joint Venture Agreement which, for the avoidance of doubt, includes a mine plan prepared by the Operator in relation to the Project

JV Special Business means ‘Special Business’ as defined in the Joint Venture Agreement and any other matter relating to the Project or the Joint Venture Agreement which is subject to the Unanimous Approval (as defined in the Joint Venture Agreement) of the JV Participants

Lenders means the Original Lenders and any New Lenders and Lender means any of them

Letter of Credit Agreement means each credit support and reimbursement agreement entered into between De Beers and any Obligor in relation to letters of credit required under Environmental and Social Permits

LIBOR means, in relation to any Loan:

provided that if any such rate for LIBOR is below zero per cent (0%) per annum, LIBOR shall be deemed to be zero per cent (0%) per annum

Life of Mine Plan means the Initial Life of Mine Plan and thereafter each Updated Life of Mine Plan finalised and approved in accordance with clauses 18.17 to 18.23 (Life of Mine Plan)

Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan (including any amount of interest capitalised pursuant to clause 8.3 (Payment of interest) and any commitment fees capitalised pursuant to clause 11.3 (Commitment Fee))

Loan Life Cover Ratio means, in respect of any Calculation Date, the ratio of A to B where:

calculated in accordance with the then current Financial Model.

In calculating the Loan Life Cover Ratio, it shall be assumed that all payments and all transfers between Project Accounts due to be made on the relevant Calculation Date are in fact made

Major Project Party means:

provided that, in the case of the persons specified in paragraphs (f) to (k) (inclusive) above, those persons shall cease to be Major Project Parties when the obligations under the relevant Project Documents to which they are a party have been performed in full and no further obligations or liabilities remain thereunder

Majority Lenders has the meaning given to it in the Intercreditor Deed

Make Whole Amount means an amount equal to [REDACTED] of all or any part of a Loan prepaid in accordance with clause 7.12 (Voluntary prepayment)

Management Agreement means the management agreement between the Borrower and the Parent to be entered into on or about the date of this Agreement

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 7 (Mandatory Cost Formula)

Margin means [REDACTED]

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Maintenance Expenditure means all expenditure incurred or to be incurred in connection with the maintenance and repair of the Project Assets

Material Adverse Effect means the effect or likely effect of any event or circumstance which (either individually or when taken into consideration with any other event or circumstance) in the opinion of the Majority Lenders (acting on the instructions of the Independent Technical Consultant, where the Majority Lenders consider it appropriate):

Mineral Reserves means the mineral reserves that have been estimated for the Project in accordance with the Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 14, 2004 and November 27, 2010

Mineral Resources means the mineral resources that have been estimated for the Project in accordance with the Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 14, 2004 and November 27, 2010

Mining Licences means the following mining licences granted by the Minister of the Department of Indian Affairs and Northern Development to the Operator in respect of the Project:

Mining Rights means all interests in the surface of any lands, the minerals in (or that may be extracted from) any lands, all royalty agreements, water rights, patented and unpatented mining claims, fee interest, minerals licences, mining licences (including the Mining Licences) profits-a-prendre, joint ventures and other leases, rights-of-way, inurements, licences and other rights and interests used by or necessary to the Operator (or Ontario, as applicable) to construct, develop and operate the Project

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last month of any period

MPV Expenses has the meaning given to it in the Joint Venture Agreement. For the avoidance of doubt, MPV Expenses includes all interest accrued in relation to the principal amounts of MPV Expenses

New Lender means a bank, financial institution or trust fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (and which may or may not already be a Lender) to which a Lender transfers or assigns all or part of its rights and/or obligations in accordance with clause 29 (Changes to the Lenders) but does not include a Lender who has transferred all its rights and obligations under this Agreement

Obligors means, at all times, the Borrower, Ontario and the Parent and Obligor means any of them

Offtake Contract means a contract for the sale and purchase of Diamonds made between the Borrower and an Offtaker, in form and substance satisfactory to the Marketing Agent (acting on the instructions of the Majority Lenders)

Offtaker means a counterparty approved by the Marketing Agent (acting on the instructions of the Majority Lenders) to an Offtake Contract who will, pursuant to such Offtake Contract, make bids for and purchase Fancies and Special Stones

Ontario General Security Agreement means the Ontario law general security agreement granting, in favour of the Security Trustee, a fixed and floating security interest in certain assets of Ontario to be entered into on or about the date of this Agreement

Ontario Rollover Agreement means the rollover agreement entered into on or about 2 October 2014 between the Parent and Ontario in relation to transferring the Parent’s Participating Interest to Ontario

Operating Budget means the Initial Operating Budget and thereafter each Revised Operating Budget finalised and approved in accordance with clauses 18.10 to 18.14 (Operating Budget)

Operating Costs means all costs and expenses incurred by Ontario or the Borrower, through contributions under the Joint Venture Agreement (including Ontario’s contributions to the Operator’s management fee payable under the Joint Venture Agreement) or otherwise, in operating and implementing the Project including:

but excluding the following:

Operating Period means the period commencing on Project Completion and ending on the last day of the Facility Period

Operating Report means a report prepared by the Borrower in accordance with clauses 22.4 and 22.5 (Operating Report)

Operator means De Beers in its capacity as the operator appointed under the Joint Venture Agreement and any replacement operator appointed under the Joint Venture Agreement from time to time

Ore Reserve Tail Ratio means the percentage ratio of:

Original Hedge Providers means, at any time, those banks and financial institutions listed in Part 2 of Schedule 1 (The Original Hedge Providers) as Hedge Providers

Original Lenders means, at any time, those banks and financial institutions listed in Part 1 of Schedule 1 (The Original Lenders) as Lenders which have not transferred all their rights and obligations under this Agreement to a New Lender

Other Stakeholders are those not directly affected by the Project but have an interest in it, including national and local authorities, neighbouring projects and/or non-governmental organisations

Parent Share Pledge means the Ontario law share pledge granting, in favour of the Security Trustee, a security interest over the Parent’s shares in the Borrower to be entered into on or about the date of this Agreement

Participating Interest has the meaning given to it in the Joint Venture Agreement

Party means a party to this Agreement

Payment Cascade has the meaning given to it in the Intercreditor Deed

Perfection Certificate means the perfection certificate issued and certified by each of the Borrower, Ontario and the Parent to the Lenders detailing, among other things, the locations of the assets of each Group Member and the legal names and registered office addresses of each Group Member

Performance Liquidated Damages means all sums payable to or received by the Borrower or Ontario under any of the Project Documents as liquidated damages for shortfalls in performance, together with all other amounts representing the proceeds of any other security, bonds or guarantees payable to or received from by the Borrower or Ontario in lieu of such liquidated damages

Permitted Disposal means any disposal permitted by clauses 25.11 and 25.12 (No disposals)

Permitted Indebtedness means:

indemnification obligations or similar obligations, in each case on normal trade terms (including no provision for the payment of interest, other than in the normal course of business) [REDACTED]

Permitted Investment means:

and in each case:

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and in each case:

Permitted Security Interest means:

Proceeds means, in respect of any Permitted Disposal, the net consideration receivable for the relevant assets

Proceeds Account means the USD Proceeds Account and/or the CAD Proceeds Account, as applicable

Project means collectively, all properties, assets or other rights, whether real or personal, tangible or intangible, now owned or leased or hereafter acquired by or for the benefit of the Joint Venture which assets are used or intended for use in or forming part of the project for the construction and development of the Gahcho Kué diamond mine project located in the Kennady Lake region of the Northwest Territories of Canada which, for the avoidance of doubt, shall include:

Project Accounts means the Debt Service Reserve Account, the Distribution Account, the USD Proceeds Account, the CAD Proceeds Account, the Reclamation Reserve Account the Insurance Proceeds Account, the Sunk Cost Reserve Account, the Cash Call Reserve Account, the Cost Overrun Reserve Account and any other account of the Borrower or Ontario so designated by the Borrower and the Facility Agent

Project Assets means all assets of whatever nature required for the purposes of, or in connection with, the Project (including Joint Venture Property and other land, plant, machinery, buildings and intellectual property rights) wherever they are situated and whether or not they are owned by the Borrower or Ontario

Project Authorisations means all licences, permits, wayleaves, approvals, filings, registrations, exemptions, authorisations and consents (other than Environmental or Social Permits) necessary in connection with the Transaction Documents, the Project and all activities related to the Project

Project Completion means the date falling thirty (30) days after the date on which the Borrower has delivered to the Facility Agent the last of the Completion Certificates required to be delivered in accordance with Schedule 11 (Completion Tests), provided that each has been certified by the Independent Technical Consultant, the Independent Environmental Consultant, the Independent Diamond Consultant and/or the Technical Agent (as required by Schedule 11 (Completion Tests)), and accepted by the Technical Agent (acting on the instructions of the Majority Lenders) pursuant to paragraph 13 of Schedule 11 (Completion Tests)

Project Costs means, for any period, the Operating Costs and the Construction Costs (including, for the avoidance of doubt, Cost Overruns) for such period, and amounts payable to each JV Participant (other than Ontario) in relation to the sale of Fancies and Special Stones

Project Documents means:

Project Life Cover Ratio means, in respect of any Calculation Date, the ratio of A to B where:

calculated in accordance with the then-current Financial Model.

In calculating the Project Life Cover Ratio, it shall be assumed that all payments and all transfers between Project Accounts due to be made on the relevant Calculation Date are in fact made

Project Period means the period commencing on the date of this Agreement and continuing until the Project Termination Date

Project Production means, for any period, the number of carats of diamonds produced or (in the case of any period or portion thereof to occur in the future) which are scheduled in the Development Plan to be produced, at the Project during such period

Project Termination Date means the date specified in the then current Life of Mine Plan as being the date on which the commercial mining and production of diamonds (based on the Mineral Reserves) at the Project is expected to cease

Projected Completion Date means 30 September 2017

Projected Project Costs means, on any date, the sum of:

Projected Project Costs (Physical Completion) means, on any date, the sum of:

Protected Party has the meaning given to it in clause 12.1 (Tax Definitions)

Quasi-Security Interest means:

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset; and

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of a Project Asset

Quarter means a period of three (3) months ending on a Quarter Date

Quarter Date means each 31 March, 30 June, 30 September and 31 December

Quotation Day means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days)

Reclamation Obligations means any obligation or liability of any Obligor to De Beers, any JV Participant (other than Ontario), the Operator or any Government Agency in relation to (i) letters of credit, or any reclamation or rehabilitation bonds to be issued pursuant to any Environmental or Social Permit or (ii) any Letter of Credit Agreement

Reclamation Reserve Account means the account named "Reclamation Reserve Account" with account number [REDACTED], denominated in Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent and any sub-accounts of the foregoing

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Reclamation Reserve Minimum Balance means on any Scheduled Calculation Date, the amount (in Dollars or the Dollar Equivalent) which is the product of the following formula (as calculated by the Borrower and confirmed by the Technical Agent):

And where:

PI is the percentage of Ontario’s Participating Interest on that Scheduled Calculation Date (which on the date of this Agreement is 49%);

B is the total principal amount of all letters of credit issued (and not cancelled) to any Government Agency pursuant to any Environmental or Social Permit;

C is the total principal amount of all letters of credit required to be issued to any Government Agency pursuant to any Environmental or Social Permit in the nine (9) Months following that Scheduled Calculation Date; and

D is the total amount of A which the Technical Agent (acting on the instructions of the Majority Lenders) determines has been adequately reserved or funded by Ontario or the Borrower in the form of a cash reserve, a letter of credit or a cash payment to the Operator

Reclamation Reserve Transfer Amount means, in respect of each Scheduled Calculation Date, an amount equal to fifty per cent (50%) of the Excess Cashflow for the relevant Cash Sweep Period as set out in the relevant Cash Sweep Calculation Certificate delivered pursuant to clause 7.6 (Mandatory prepayment – cash sweep)

Reference Banks means the principal London offices of Natixis S.A., the Bank of Nova Scotia, Barclays, Lloyds and HSBC, or such other banks as may be nominated for the purpose of determining the Base Reference Bank Rate by the Facility Agent in consultation with the Borrower

Reinstatement Plan means a detailed plan setting out a procedure for the repair or reinstatement and replacement of the relevant Project Assets, including details on who will carry out the reinstatement works, and the proposed terms and timetable upon which the reinstatement works will be carried out

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund

Relevant Interbank Market means the London interbank market

Relevant Jurisdiction means, in relation to an Obligor:

Relevant Party means any party to a Finance Document other than a Finance Party

Renewal Date means each date on which any Insurances are renewed in accordance with this Agreement

Repayment Date means the First Repayment Date, each Quarter Date following the First Repayment Date up to the Final Scheduled Repayment Date, and the Final Scheduled Repayment Date, provided that if any such date is not a Business Day, the relevant Repayment Date shall be the immediately preceding Business Day

Repayment Instalment means each instalment for the repayment of the principal amount of the Loan determined in accordance with clause 6 (Repayment) and Schedule 8 (Repayment Schedule)

Repayment Schedule means the repayment schedule set out in Schedule 8 (Repayment Schedule) as may be updated from time to time in accordance with the terms of this Agreement

Repeating Representations means each of the representations set out in clause 21 (Representations) other than the representations set out in clauses 21.10 (Validity and admissibility in evidence; Authorisations), 21.14 (Deduction of Tax), 21.15 (No filing or stamp taxes) and 21.21 (No proceedings pending or threatened), 21.28 (Disclosure of Project Terms), 21.33 to 21.39 (Environmental and Social Matters), 21.40 to 21.42 and 21.47 (Ownership and use of assets), 21.51 to 21.53 (Ownership and Group structure), 21.56 (Pari passu ranking), 21.57 to 21.58 (Security), 21.64 to 21.67 (Insurance), 21.68 to 21.70 (Corrupt gifts), 21.71 (No Insolvency), 21.72 to 21.73 (Project Documents), 21.80 (Compliance with laws), 21.81 (Anti-Terrorism Laws), 21.82 (Sanctions), 21.83 (Illicit Origin)

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian

Revenues means, (without double counting) in relation to any period, all amounts paid to or received by Ontario or the Borrower (excluding, for the avoidance of doubt, (i) any amounts made available under the Finance Documents (other than the Hedging Agreements to the extent set out in (b) below), (ii) any Equity Contributions, (iii) any withdrawal from the Cost Overrun Account, and (iv) amounts received by the Borrower in repayment of the Intra-Group Loan where such amounts, when initially received by Ontario, would constitute Revenue) in respect of:

in each case on a "cash" rather than an "accruals" basis

Revised Construction Budget has the meaning given to that term in clause 18.4 (Construction Budget)

Revised Operating Budget has the meaning given to that term in clause 18.10 (Operating Budget)

Royalties means any royalties (or similar) paid or payable by any Obligor to the Government in connection with the Project

Sanctioned Country means a country or territory which is subject to Sanctions or listed on a Sanctions List

Sanctioned Entity means:

Sanctioned Transaction means the use of the proceeds of the Facility for the purpose of financing or making funds or credit available, directly or indirectly, to, or contributing to financing the activities of:

in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions

Sanctioning Body means the government of the United Kingdom of Great Britain and Northern Ireland and/or the government of the United States of America and/or the government of the Republic of France and/or the European Union and/or the Council of Europe and/or the United Nations Security Council and/or the Government of Canada, and any of their governmental authorities, including, without limitation, the United States Department of the Treasury Office of Foreign Asset Control (OFAC), the United States Department of Commerce, the United States Department of State, the United States Department of the Treasury, the Bank of England, Her Majesty’s Treasury in the United Kingdom of Great Britain and Northern Ireland and the French Ministre de l'Économie, des Finances et de l'Industrie (MINEFI)

Sanctions means trade, economic or financial sanctions or embargoes or restrictive measures imposed, administered or enforced from time to time by a Sanctioning Body

Sanctions List means any of the sanctions lists of specifically designated nationals or designated persons or entities (or equivalent) of, or any public announcement of Sanctions by, any Sanctioning Body (each as amended, supplemented or substituted from time to time) and includes without limitation the Specially Designated Nationals and Blocked Persons List maintained by OFAC, or any list of persons issued by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, or any similar list issued by OFAC and the consolidated list of financial sanctions targets and the investments ban list published by Her Majesty’s Treasury in the United Kingdom of Great Britain and Northern Ireland or implemented under economic or financial sanctions of Canada

Scheduled Calculation Date means each Quarter Date occurring after the Projected Completion Date

Scope 1 Emissions means direct GHG emissions from the facilities owned or controlled within the physical Project boundary

Scope 2 Emissions means indirect GHG emissions associated with the off-site production of energy used by the Project

Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over administration of that rate) for the relevant currency and period displayed on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower and the Lenders

Secondary Diamond Industry (Polishing) Agreement means the Agreement to Support the Secondary Diamond Industry in the Northwest Territories in respect of the Gahcho Kue Mine originally entered into between the Parent and the Government on or about 17 October 2007 and assigned by the Parent to Ontario on or prior to Financial Close

Security Documents means:

Security Interest means:

Selection Notice means a notice substantially in the form set out in Part 2 of Schedule 4 (Form of Selection Notice) given in accordance with clause 9 (Interest periods)

Site means the mining licence area covered by the Mining Licences

Social Law means any law, bylaw, code, guideline, regulation, decree, lawful demand or demand letters or notices, interdicts, judgments, orders or plans issued, promulgated or approved by any Competent Authority which relates to Social Matters

Social Matters includes:

Socio-Economic Agreement means the socio-economic agreement entered into between De Beers in its capacity as Operator and the Government on or about 28 June 2013

Subsidiary means any company or entity directly or indirectly controlled by another person, for which purpose control means either ownership of more than fifty per cent (50%) of the voting share capital (or equivalent right of ownership) of such company or entity, or power to direct its policies and management, whether by contract or otherwise

Sunk Cost Reserve Account means the account named "Sunk Cost Reserve Account" with account number [REDACTED], denominated in Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent (acting reasonably) and any sub-accounts of the foregoing

Sunk Cost Reserve Minimum Balance means, from time to time, the Dollar Equivalent of:

(a) and (b) together being the Total MPV Expenses, plus

Tax means any tax, levy, impost, duty or other charge or withholding of similar nature, including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same

Tax Credit has the meaning given to it in clause 12.1 (Tax Definitions)

Tax Deduction has the meaning given to it in clause 12.1 (Tax Definitions)

Tax Payment has the meaning given to it in clause 12.1 (Tax Definitions)

Technical Assumptions means the technical assumptions incorporated in the Financial Model delivered to and approved by the Facility Agent in accordance with clause 4.1 (Initial conditions Precedent), as amended from time to time in accordance with this Agreement

Technical Report means the review of the Bankable Feasibility Study and other technical aspects of the Project prepared by the Independent Technical Consultant, in substantially the form as the draft thereof furnished to the Technical Agent on or about the date of this Agreement and otherwise in a form acceptable to and provided to the Facility Agent pursuant to Part 1 of Schedule 3 (Conditions Precedent) and each other report made by the Independent Technical Consultant in connection with the Independent Technical Consultant's Appointment Letter

Third Parties Act means the Contracts (Rights of Third Parties) Act 1999

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Total Commitments means the aggregate of all Commitments under the Facility being three hundred and seventy million Dollars (US $370,000,000)

Transaction Documents means the Finance Documents and the Project Documents

Transfer Certificate means an agreement substantially in the form of Schedule 6 (Form of Transfer Certificate) duly completed by an Existing Lender, a New Lender and the Facility Agent

Transfer Date means, in relation to a transfer or an assignment, the later of:

Unanimous Lenders has the meaning given to it in the Intercreditor Deed

Unanimous Shareholder Agreement means a unanimous shareholder agreement of the Borrower (being the sole shareholder of Ontario) to restrict all of the powers of Ontario’s directors to manage, or supervise the management of, the business and affairs of Ontario, in form and substance acceptable to the Facility Agent

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents

Unscheduled Calculation Date means the date falling ten (10) Business Days:

Updated Life of Mine Plan has the meaning given to that term in clause 18.17 (Life of Mine Plan)

US means the United States of America

USD Proceeds Account means the account named " USD Proceeds Account" with account number [REDACTED], denominated in Dollars and held by the Borrower at the Account Bank, together with any replacement and substitute accounts opened with the consent of the Facility Agent (acting reasonably) and any sub-accounts of the foregoing

US Tax Obligor means:

Utilisation means a utilisation of the Facility

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made, which shall be the date proposed in the relevant Utilisation Request unless otherwise notified by the Facility Agent

Utilisation Request means a notice substantially in the form set out in Schedule 4 (Form of Utilisation Request and Selection Notice) or a notice from the Facility Agent pursuant to clause 5.4 (Deemed Utilisation Requests), as applicable

VAT means any value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature

Yellowknife Facility means the facility of the Diamond Sorter in Yellowknife, Northwest Territories, Canada where the sorting and splitting of diamonds from the Project will take place.

Interpretation

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Third party rights

Conflict of Documents

Calculations

The Facility

Finance Parties' Rights and Obligations

Purpose

Monitoring

Initial conditions precedent

Further conditions precedent to drawdown of the Loans

Maximum number of Loans

Delivery of a Utilisation Request

Completion of a Utilisation Request

Deemed Utilisation Requests

then, unless the Borrower has delivered evidence satisfactory to the Facility Agent that Ontario is disputing the amount of the Cash Call and that failure to fund the Cash Call will not result in a JV Event of Default, the Facility Agent shall notify the Lenders of such fact and shall (if so instructed by the Majority Lenders) notify each Lender and the Borrower of:

Such notification shall be automatically deemed to be an irrevocable and duly completed Utilisation Request.

Amount

Lenders' participation

Deposit of proceeds of Utilisations

Repayment of the Loans

Illegality and Sanctions

each Obligor shall notify the Facility Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has already been provided by another Obligor). Upon receipt of such notice or a notice of such event from another Finance Party, the Facility Agent shall promptly notify the Lenders, and each Lender may on no less than ten (10) Business Days’ notice to the Borrower, cancel its Available Commitments and declare all outstanding Loans made by it to the Borrower, together with accrued interest, Break Costs and all other amounts accrued to it under the Finance Documents immediately due and payable, whereupon that Lender’s Available Commitments will be cancelled and all such outstanding amounts owing to it will become immediately due and payable.

Mandatory prepayment - Change of Control

Mandatory prepayment - Insurance Proceeds/Compensation Proceeds

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Mandatory prepayment - cash sweep

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Application of mandatory prepayment proceeds

Voluntary cancellation

Voluntary prepayment

Right of repayment and cancellation in relation to a single lender

the Borrower may, whilst the circumstance giving rise to the requirement for the increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitments of that Lender and its intention to procure the repayment of that Lender's participation in the Loans.

Automatic cancellation

Restrictions

Subject to the payment of the amounts contemplated by this clause, any prepayment under this Agreement shall be made without premium or penalty.

Calculation of interest

Payment of interest

in each case on a pro rata basis among the Lenders in proportion to their participation in the relevant Loans and capitalised amounts.

Default interest

Notification of rates of interest

Interest Periods

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Changes to Interest Periods

Non-Business Days

Consolidation of Loans

Unavailability of Screen Rate

the applicable LIBOR shall be the Base Reference Bank Rate as of 11:00 a.m. (London time) on the Quotation Day for Dollars and for a period equal in length to the Interest Period of that Loan.

Calculation of Base Reference Bank Rate

Market disruption

Cost of funds

Break Costs

Commitment fee

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Arrangement and structuring fee

Facility Agent fee

Security Trustee fee

Marketing Agent fee

Technical Agent fee

Insurance Agent Fee

Tax Definitions

Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document

Tax Credit means a credit against, relief or remission for, or repayment of any Tax

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clauses 12.2 to 12.6 (Tax gross-up) or a payment under clauses 12.7 to 12.10 (Tax indemnity).

Unless a contrary indication appears, in this clause 12 (Tax Gross-up and indemnities) a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

Tax indemnity

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

Tax Credit

the Finance Party shall elect to either:

Stamp taxes

Value added tax

supply to the Facility Agent:

Increased costs

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Increased cost claims

Exceptions

Currency indemnity

that Obligor shall as an independent obligation, within five (5) Business Days of demand indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

Other indemnities

Indemnity to the Facility Agent and Security Trustee

Sanctions

Substantiation

Mitigation

Limitation of liability