EXHIBIT 10.3 HOMESTAKE MINING COMPANY SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of October 16, 1998 and entered into by and among HOMESTAKE MINING COMPANY, a Delaware corporation ("Company"), HOMESTAKE MINING COMPANY OF CALIFORNIA, a California corporation ("U.S. Borrower"), HOMESTAKE CANADA INC., an Ontario corporation ("Canadian Borrower"), HOMESTAKE GOLD OF AUSTRALIA LIMITED, a South Australian corporation , and PLUTONIC RESOURCES LIMITED, a New South Wales corporation ("Australian Borrowers"), the financial institutions listed on the signature pages hereof ("Lenders"), THE CHASE MANHATTAN BANK OF CANADA ("Canadian Administrative Agent"), CHASE SECURITIES AUSTRALIA LIMITED ("Australian Administrative Agent"), CHASE SECURITIES INC. ("Arranger"), THE CHASE MANHATTAN BANK ("Administrative Agent"), and DEUTSCHE BANK A.G., as Documentation Agent ("Documentation Agent") and is made with reference to that certain Amended and Restated Credit Agreement dated as of July 14, 1998 (the "Credit Agreement"), by and among Company, U.S. Borrower, Canadian Borrower, Australian Borrowers, Lenders, Canadian Administrative Agent, Australian Administrative Agent, Arranger, Administrative Agent and Documentation Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company has requested that Lenders agree to amend the Credit Agreement (i) to modify the formula for calculating Consolidated EBITDA, (ii) to modify the negative covenant relating to minimum Consolidated Net Worth, and (iii) to make a technical correction, Lenders have agreed to do so on the following terms and conditions; NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Section 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 Amendments to Definitions. Section 1 of the Credit Agreement is hereby amended as follows: A. The definition of "Consolidated EBITDA" is amended and restated to read in its entirety as follows: "'Consolidated EBITDA' means, for any applicable testing period, without duplication, Consolidated Net Income, plus the sum of (i) Consolidated Interest Expense, (ii) total depreciation, depletion and amortization expense, (iii) all noncash write-downs (other than write-downs that constitute advance recognition of future cash expenditures), (iv) all unrealized mark-to-market foreign currency losses with respect to Company's foreign currency protection program, and (v) Future Cash Expenditure Accruals, as reported in Company's consolidated statement of earnings in conformity with GAAP; and reduced by the sum of (x) all unrealized mark-to-market foreign currency gains with respect to Company's foreign currency protection program, as reported in Company's consolidated statements of earnings in conformity with GAAP and (y) any cash payments made with respect to Future Cash Expenditure Accruals during the period. For any applicable testing period, the sum of (iv) and (v) above cannot exceed the sum of (x) and (y) above by more than $60 million. For purposes of clarity, subject to the qualification of the immediately preceding sentence, it is intended that `Consolidated EBITDA' for any applicable testing period will only reflect foreign currency gains and losses with respect to the Company's foreign currency protection program that are actually realized during such testing period, and the foregoing definition shall be interpreted and applied accordingly." B. The last sentence of the definition of "Consolidated Total Debt" is hereby amended by replacing the phrase "...shall not be included in the calculation of Consolidate Net Worth..." with the phrase "...shall not be included in the calculation of Consolidated Total Debt". C. Subsection 1.1 is hereby amended by adding in the proper alphabetical order the following definition: "'Future Cash Expenditure Accruals' means, for any applicable testing period, without duplication, the accounting expense accrual for (i) all future cash expenditure obligations with respect to reclamation, remediation and other mine site closure costs and (ii) any individual nonrecurring future cash expenditure obligation (including the costs of severance, office closures and settlements) that exceeds $2,000,000 in amount in any applicable testing period." 1.2 Amendment to Subsection 6.6A: Subsection 6.6A of the Credit Agreement is hereby amended to read in its entirety as follows: "A. Minimum Consolidated Net Worth. Company shall not permit Consolidated Net Worth (i) at the end of any fiscal quarter ending on or prior to the quarter ending March 31, 1999 to be less than $500,000,000 or (ii) at any time after March 31, 1999, to be less than $500,000,000." Section 2. CONDITIONS TO EFFECTIVENESS This Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Effective Date"): A. On or before the Effective Date, Company shall deliver to Administrative Agent (with sufficient originally executed copies for each Lender) copies of this Amendment, executed by Company and each Borrower. 2 B. On or before the Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. Section 3. REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company and each Borrower represents and warrants to each Lender that the following statements are true, correct and complete: A. Corporate Power and Authority. Company and each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement"). B. Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company and each Borrower. C. No Conflict. The execution and delivery by Company and each Borrower of this Amendment does not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws or other charter documents of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries. D. Binding Obligation. This Amendment and the Amended Agreement have been duly executed and delivered by Company and each of the Borrowers and are the legally valid and binding obligations of Company and each of the Borrowers, enforceable against Company and each of the Borrowers in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. 3 E. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 4 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. F. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. Section 4. MISCELLANEOUS A. Reference to and Effect on the Credit Agreement and the Other Loan Documents. (i) On and after the Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. B. Fees and Expenses. Company acknowledges that all costs, fees and expenses as described in Section 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company. C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 4 E. Counterparts; Effectiveness. This Amendment 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 an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon the execution of a counterpart hereof by Company, each Borrower and Requisite Lenders and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof and compliance with the provisions of Section 2 to this Amendment. [Remainder of page intentionally left blank] 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. Company: HOMESTAKE MINING COMPANY By: Title: U.S. Borrower: HOMESTAKE MINING COMPANY OF CALIFORNIA By: Title: Canadian Borrower: HOMESTAKE CANADA INC. By: Title: Australian Borrowers: HOMESTAKE GOLD OF AUSTRALIA LIMITED By: Title: S-1 PLUTONIC RESOURCES LIMITED: By: Title: LENDERS: THE CHASE MANHATTAN BANK, individually, as a U.S. Lender, as an Issuing Lender, and as Administrative Agent By: Title: THE CHASE MANHATTAN BANK, as an Australian Lender By: Title: CHASE SECURITIES AUSTRALIA LIMITED, as Australian Administrative Agent By: Title: S-2 THE CHASE MANHATTAN BANK OF CANADA, individually, as a Canadian Lender, as an Issuing Lender, and as Canadian Administrative Agent By: Title: AUSTRALIAN AND NEW ZEALAND BANKING GROUP, as a U.S. Lender and an Australian Lender By: Title: THE BANK OF NOVA SCOTIA, as a U.S. Lender By: Title: THE BANK OF NOVA SCOTIA, as a Canadian Lender By: Title: BANKERS TRUST COMPANY, as a U.S. Lender By: Title: S-3 BT BANK OF CANADA, as a Canadian Lender By: Title: BANKERS TRUST AUSTRALIA LIMITED, as an Australian Lender By: Title: CIBC, INC. as a U.S. Lender By: Title: CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender By: Title: CITICORP USA, INC., as a U.S. Lender By: Title: S-4 CITIBANK CANADA, as a Canadian Lender By: Title: CITIBANK LIMITED, as an Australian Lender By: Title: CITIBANK N.A., as an Australian Lender By: Title: CREDIT SUISSE FIRST BOSTON, as a U.S. Lender By: Title: CREDIT SUISSE FIRST BOSTON CANADA, as a Canadian Lender By: Title: S-5 CREDIT SUISSE FIRST BOSTON, as an Australian Lender By: Title: DEUTSCHE BANK, AG, New York Branch and/or Cayman Islands Branch, as a U.S. Lender By: Title: DEUTSCHE BANK CANADA, as a Canadian Lender By: Title: DEUTSCHE BANK, AG, ARBN 064 165 162, as an Australian Lender By: Title: DRESDNER BANK, AG NEW YORK AND GRAND CAYMAN BRANCHES, as a U.S. Lender By: Title: S-6 DRESDNER BANK, AG Australian Branch, as an Australian Lender By: Title: MELLON BANK, N.A., as a U.S. Lender By: Title: MELLON BANK CANADA, as a Canadian Lender By: Title: NM ROTHSCHILD & SONS LIMITED, as a U.S. Lender By: Title: NM ROTHSCHILD & SONS LIMITED, as a Canadian Lender By: Title: S-7 REPUBLIC NATIONAL BANK OF NEW YORK, as a U.S. Lender By: Title: REPUBLIC NATIONAL BANK OF NEW YORK (CANADA) By: Title: REPUBLIC MASE AUSTRALIA LIMITED, as an Australian Lender By: Title: S-8 SOCIETE GENERALE, as a U.S. Lender By: Title: SOCIETE GENERALE, as a Canadian Lender By: Title: SOCIETE GENERALE AUSTRALIA LIMITED, as an Australian Lender By: Title: UBS AG, STAMFORD BRANCH, as a U.S. Lender By: Title: S-9 UBS AG, STAMFORD BRANCH, as a Canadian Lender By: Title: UBS AG, STAMFORD BRANCH, as an Australian Lender By: Title: S-10