Silver Sale and Purchase
Agreement 


















Cobar Operations Pty
Limited  ACN 103 555 835 



CDE Australia Pty
Limited ACN 113 667 682] 


























GADENS LAWYERS
Skygarden Building

77 Castlereagh Street
SYDNEY NSW 2000  



	T  	+61
2 9931 4999 





	F  	+61
2 9931 4888 





	Ref  	Kym
Livesley / 2540953 

















	
Contents  







			
	
1	Definitions and interpretation	1 
	 		
	2	Conditions Precedent	7 
	 		
	3	Agreement to sell and buy	8 
	 		
	4	Quantity	8 
	 		
	6	Quantity	8 
	 		
	7	Limitation of liability	10 
	 		
	8	Royalties	10 
	 		
	9	Consideration	10 
	 		
	10	Default interest	11 
	 		
	11	Grossing up of payments by Cobar	11 
	 		
	12	Processing and on-sale of Contained Silver	11 
	 		
	13	Sale of Additional Contained Silver	12 
	 		
	14	Operating Costs	12 
	 		
	17	Assignment	14 
	 		
	18	Change of control	15 
	 		
	19	Warranties	15 
	 		
	20	Information Rights	17 
	 		
	21	Confidentiality	17 
	 		
	22	Dispute Resolution	18 
	 		
	23	Termination	20 
	 		
	24	Coeur Australia's indemnity	20 
	 		
	25	Cobar Indemnity	21 
	 		
	26	Notices	22 
	 		
	27	General provisions	23 
	 		
	28	GST	25 
	 		
	Annexure A - Fixed and Floating Charge	27 
			



















Silver Sale and Purchase
Agreement  



Dated     7 April 2005  



Parties  



	1. 	Cobar
Operations Pty Limited ACN 103 555 835 of Level 4, 12-14           O’Connell
Street Sydney, New South Wales, Australia (Cobar). 






	2. 	CDE
Australia Pty Ltd, ACN 113 667 682 of Suite 305, 3 Spring Street,
Sydney New South Wales, Australia (Coeur
Australia). 







Background 



	A. 	Cobar
owns and operates the Endeavor Mine which mines ore containing, among           other
minerals, silver, zinc and lead. 






	B. 	Cobar
has agreed to sell, and Coeur Australia has agreed to buy from Cobar, the
          Contained Silver in ore to be mined at the Endeavor Mine on the terms and
          conditions of this agreement. 






Operative provisions 



For good and valuable consideration,
the Parties have agreed as follows. 



	1.  	Definitions
and interpretation  






	 	
Words
used in this agreement and the rules of interpretation that apply are set out and
explained in this clause.  






	 	1.1  	Definitions  






	 	
In
this agreement unless the context otherwise requires:  






	 	
Assign
means sell, transfer, assign, make a gift of, declare a trust of or in any other way
dispose of otherwise than by creating an Encumbrance. Assignment and Assignee have
corresponding meanings.  






	 	
Authorised
Officers means a person appointed by a Party to act as a Authorised Officer for the
purposes of this agreement.  






	 	
Bill
Rate means the rate expressed as yield per cent per annum (rounded upwards to four
decimal places) quoted as the average bid rate on the Reuters monitor system page “BBSY” (or
any page which replaces that page), or some equivalent rate determined in good faith
between the Parties if quotation at the rate ceases, on the first Business Day following
the due date (and on the first Business Day following the end of each succeeding 3 month
period after the due date).  

















	 	
Business
Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in
Sydney, New South Wales.  






	 	
Coeur
Australia Charge means the charge granted or to be granted pursuant to clause 15.  






	 	
Coeur
Australia Competent Person means a person appointed by Coeur Australia who is
otherwise appropriately qualified to fulfil the obligations required of him or her in
clause 9.3.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	
Claim
means any allegation, debt, cause of action, Liability, claim, proceeding, suit or
demand of any nature howsoever arising and whether present or future, fixed or
unascertained, actual or contingent, whether at law, in equity, under statute or
otherwise, and whether or not arising in relation to matters which occurred in the past.  






	 	
Cobar
Competent Person means a Competent Person appointed by Cobar to prepare the report
contemplated by clause 9.1(b).  






	 	
Cobar
Event of Default means the following:  






	 	(a) 	a
breach by Cobar of covenants set out in clause Error! Reference source not
          found. of this agreement; or  






	 	(b) 	an
Insolvency Event in respect of Cobar.  






	 	
Coeur
means Coeur d’Alene Mines Corporation, an Idaho corporation listed on the New
York Stock Exchange.  






	 	
Commencement
Date means the date on which all Conditions are satisfied or waived.  






	 	
Competent
Person has the meaning given to it in the JORC Code.  






	 	
Concentrate
means the concentrate produced from ore mined by Cobar at the Endeavor Mine
containing Payable Silver. Native silver produced from the Endeavor Mine shall be deemed
for the purposes of this Agreement to be Concentrate  






	 	
Concentrate
Sales Agreements means sales agreements (in whatever form) between Cobar and
Counterparties for the sale of Concentrate by Cobar on Prevailing International Terms in
the ordinary course of Cobar’s business.  






	 	
Conditions
means the conditions precedent to this agreement set out in the table at clause 2.1.  






	 	
Confidential
Information means all information of whatsoever nature and in whatsoever form
relating to Cobar, any Related Entity of Cobar, the Endeavor Mine or any Counterparty
(including verbal, or recorded on paper or by electronic means), including the
Information, all financial, operational and technical information, trade secrets, ideas,
concepts, know-how, processes and knowledge.  






	 	
Contained
Silver means, subject to the Maximum Quantity, silver and its related impurities
contained in ore mined or to be minedat the Endeavor Mine.  






	 	
Counterparties
means any purchaser of Concentrate from Cobar, including smelters.  






2 















	 	
CPImeans
the consumer price index, All States Weighted Average published by the Australian Bureau
of Statistics, or if the Australian Bureau of Statistics does not or ceases to publish
the index, then CPI will mean an index determined by The Australasian Institute of Mining
and Metallurgy to be the best estimate of the index;  






	 	
Encumbrance
means any mortgage, lien, restriction against transfer, pledge, claim, encumbrance
and any third party interest.  






	 	
Endeavor
Mine is the mine and associated facilities from time to time located on Mining Leases
158, 159, 160, 161 and 930 near Cobar, New South Wales, Australia.  






	 	
Endeavor
MinePlan means the plan adopted by Cobar outlining the key parameters, mining
approach and production plan of the Endeavor Mine, as amended, updated or varied from
time to time by Cobar.  






	 	
Expert
means the person appointed in accordance with clause 22.2(a).  






	 	
Force
Majeure Event includes fires, floods, earthquakes, storms and other disturbances
cause by the elements, strikes, lockouts, riots, explosions, governmental action,
unavailability of equipment, acts of God, insurrection, war, inability of a Party to
obtain any licence or permit without which any obligation under this agreement is unable
to be satisfied, and any other cause whether of a kind specified above or otherwise and,
in respect of each and all of such events, which is not reasonably within the control of
a Party. It does not include the inability of a Party, for whatever reason, to pay money
it is obliged to pay.  






	 	
Governmental
Agency means any government, government department, or governmental,
semi-governmental or judicial body or authority or person charged with the administration
of any applicable law.  






	 	
GSTmeans
any tax, levy, charge or impost implemented under the A New Tax System (Goods and
Services Tax)  Act (GST Act) or an Act of the Parliament of the Commonwealth
of Australia substantially in the form of, or which has a similar effect to, the GST Act.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	
Insolvency
Event means the happening of any of the following events:  






	 	(a) 	granting
of an order or an order is made appointing a liquidator, provisional
                    liquidator in respect of a Party (or proceedings are commenced or a
resolution                     passed or proposed in a notice of meeting for any of those
things);  






	 	(b) 	granting
of an order for the winding up or similar process of a Party, or an
                    order is made or any effective resolution is passed for the winding
up of a                     Party;  






	 	(c) 	except
to reconstruct or amalgamate while solvent on terms approved by the
                    non-defaulting Party, a Party enters into, or resolves to enter into,
a scheme                     of arrangement, deed of company arrangement or composition
with, or assignment                     for the benefit of, all or any class of its
creditors, or it proposes a                     reorganisation, moratorium or other
administration involving any class of its                     creditors;  






	 	(d) 	a
controller is appointed to or over or takes possession of all or a substantial
                    part of the assets or undertakings of a Party;  






3 
















	 	(e) 	a
Party is or is deemed or presumed by law or a court to be insolvent;  






	 	(f) 	a
Party takes any step to obtain protection or is granted protection from its
                    creditors, under any applicable legislation or an administrator is
appointed to                     a Party; and  






	 	(g) 	anything
analogous or having a substantially similar effect to any of the events
                    specified above happens in respect of Cobar, Coeur Australia under
the law of                     any applicable jurisdiction;  






	 	
JORC
Code means the Australasian Code for Reporting of Mineral Resources and Ore Reserves
that is incorporated into the Listing Rules of the Australian Stock Exchange.  






	 	
Legal
Action means any action, application, proceeding, dispute, Claim, counterclaim, third
party claim, claim for contribution or indemnity, inquiry, investigation, tax claim,
revocation, disallowance, objection, opposition, prosecution, litigation, arbitration,
mediation or dispute resolution process commenced in, filed or lodged with, initiated by
or made to any court of competent jurisdiction or other Governmental Agency, or referred
or submitted to arbitration, mediation, resolution, determination or decision by a
private arbitrator, mediator or expert, whether of a judicial, semi-judicial, civil,
criminal or administrative nature and whether actual, current, anticipated, threatened or
potential.  






	 	
Liability
means:  






	 	(a) 	in
relation to any person, any liability, debt, indebtedness, money, payment,
                    cost, Loss, damages, compensation, interest, expenditure, obligation,
duty,                     function, responsibility, accountability, liability to make
restitution,                     judgment debt, fine or criminal or civil penalty of, due
from, payable by or to                     be performed by that person at any time,
whether contractual, tortuous, legal,                     equitable, statutory or
otherwise and whether present, future, actual,                     contingent,
prospective, ascertained or unascertained or alone, severally,
                    jointly or jointly and severally and whether as principal or
vicariously by or                     through any action performed or omitted by any
agent of that person;  






	 	(b) 	in
relation to any asset, any liability, charge, Encumbrance, disqualification
                    or prejudice affecting that asset, whether present or future, actual
or                     contingent; and  






	 	(c) 	in
relation to any Legal Action, any Legal Action in which any person is
                    engaged.  






	 	
LIBOR
means  






	 	(a) 	the
arithmetic mean, expressed as a percentage per annum (rounded to                     4 decimal
places), of the rates quoted on the Reuters monitor system page                     “LIBO” for
3 month LIBOR (or any page which replaces that page)                     at or about
11.00am (London time) for US$; or  






	 	(b) 	where
the page referred to in paragraph (a) is not available, such other
                    comparable US$ interest rate determined in good faith between the
Parties.  






	 	
Loss
includes any loss, liability, damage, destruction, injury, accident, claim, economic
loss, consequential loss of profits or cost incurred at any time, and any fact causing or
giving rise to any loss within any previous meaning, whether directly or indirectly,
actually or potentially.  






4 
















	 	
Maximum
Quantity means 17.7 million ounces of Payable Silver as determined and measured by
smelter returns or other documentation issued by a Counterparty.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	
Operating
Costs means the total direct and indirect costs, liabilities and expenses incurred by
or on behalf of Cobar in operating and maintaining the Endeavor Mine or otherwise in the
conduct of or carrying out of activities and transactions contemplated by this document
for any period during the Term.  






	 	
Partymeans
each of Cobar and Coeur Australia  






	 	
Paste
Fill Plant means the paste fill plant which is being constructed at the Endeavor Mine
and is expected to commence operations in April 2005, as more particularly described in
the 2004 Annual Report for CBH Resources Limited.  






	 	
Payable
Silver means silver in respect of which Cobar receives or is entitled to receive (as
agent for Coeur Australia) payment from a Counterparty.  






	 	
Permitted
Encumbrance means:  






	 	(a) 	any
Encumbrance already existing on the date of this document ;or  






	 	(b) 	an
Encumbrance created after the date of this document, if:  






	 	(i) 	the
Encumbrance is permitted by the Coeur Australia Charge; or  






	 	(ii) 	an
Encumbrance created by Cobar or any of its subsidiaries over the Endeavour           Mine
for the purposes of financing or refinancing the Endeavour Mine, its           expansion,
or operations directly connected with the Endeavour Mine, such           Encumbrance to
rank pari passu with the Coeur Australia Charge.  






	 	
Prevailing
International Terms means the terms and conditions available in the open market under
which Concentrates are bought and paid for by Counterparties, including terms relating to
refining charges, determination of price, method of weighing, sampling and determining
moisture of Concentrate and method of conducting assays in relation to Concentrate, that
are generally accepted international practice.  






	 	
Related
Entity means a “related body corporate” as that expression is defined in
the Corporations Act 2001 (Commonwealth) and with respect to Coeur Australia, includes
any other subsidiary of Coeur.  






	 	
Reported
Ore Reserves 2004 means the reported ore reserves at the Endeavor Mine, as disclosed
in the 2004 Annual Report of CBH Resources Limited ACN 002 423 858, the parent company of
Cobar.  






	 	
Reserves
means the ore reserves for the Endeavor Mine as disclosed and determined in a report
prepared by a Competent Person from time to time.  






	 	
Silver
Price means the final applicable silver reference price (expressed in US dollars per
ounce or equivalent) to be applied in respect of any particular shipment of silver sold
under a Concentrate Sales Agreement in calculation of the aggregate payment for silver to
be made under such Concentrate Sales Agreement by the relevant Counterparty. For the
avoidance of doubt, this is not to take account of any applicable charges or deductions
pursuant to the Concentrate Sales Agreement.  






5 
















	 	
Taxation means
each of the following:  






	 	(a) 	all
forms of taxation, duties, imposts, fees, levies deductions or withholdings,
                    whether of Australiaor elsewhere, including
income tax,                     fringe benefits tax, withholding tax, capital gains tax,
pay as you go, GST,                     customs and other import or export duties, excise
duties, sales tax, stamp duty                     or other similar contributions; and  






	 	(b) 	any
interest or penalty, in connection with it,  






	 	
and
Tax has a corresponding meaning.  






	 	
Term
has the meaning given to it in clause 3.2.  






	 	
Wholly
Owned Subsidiary has the meaning given to it in section 9 of the Corporations Act
2001 (Commonwealth).  






	 	1.2  	Interpretation  






	 	
In
this agreement unless the context otherwise requires:  






	 	(a) 	unless
otherwise specified, a reference to “dollars” or “$”               is
an amount in Australian currency;  






	 	(b) 	a
reference to “US dollars” or “US$” is an amount in the
               currency of the United States of America;  






	 	(c) 	clause
and subclause headings are for reference purposes only;  






	 	(d) 	the
singular includes the plural and vice versa;  






	 	(e) 	words
denoting any gender include all genders;  






	 	(f) 	reference
to a person includes any other entity recognised by law and vice                versa;  






	 	(g) 	where
a word or phrase is defined its other grammatical forms have a
               corresponding meaning;  






	 	(h) 	any
reference to a party to this agreement includes its successors and permitted
               assigns;  






	 	(i) 	any
reference to any agreement or document includes that agreement or document
               as amended at any time;  






	 	(j) 	the
use of the word includes or including is not to be taken as
               limiting the meaning of the words preceding it;  






	 	(k) 	the
expression at any time includes reference to past, present and future
               time and the performance of any action from time to time;  






	 	(l) 	an
agreement, representation or warranty on the part of two or more persons
               binds them jointly and severally;  






6 
















	 	(m) 	an
agreement, representation or warranty on the part of two or more persons is
               for the benefit of them jointly and severally;  






	 	(n) 	reference
to an item is a reference to an item in the schedule to this                agreement;  






	 	(o) 	reference
to an exhibit, annexure, attachment or schedule is a reference to the
               corresponding exhibit, annexure, attachment or schedule in this agreement;  






	 	(p) 	reference
to a provision described, prefaced or qualified by the name, heading                or
caption of a clause, subclause, paragraph, schedule, item, annexure, exhibit
               or attachment in this agreement means a cross reference to that clause,
               subclause, paragraph, schedule, item, annexure, exhibit or attachment;  






	 	(q) 	when
a thing is required to be done or money required to be paid under this
               agreement on a day which is not a Business Day, the thing must be done and
the                money paid on the immediately preceding Business Day; and  






	 	(r) 	reference
to a statute includes all regulations and amendments to that statute                and
any statute passed in substitution for that statute or incorporating any of
               its provisions to the extent that they are incorporated;  






	 	(s) 	references
to the mining leases at the Endeavour Mine include any substitute or
               replacement production title but not to exceed the external perimeters of
the                existing mining leases at the date of this agreement.  






	2. 	Conditions
Precedent






	 	2.1  	Conditions
Precedent  






	 	
The
obligations of the Parties under this agreement are subject to the satisfaction or the
waiver in accordance with clause 2.2, of the following Conditions:  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	2.2  	Waiver
of Conditions  






	 	(a) 	A
Condition may only be waived in writing by the Party entitled to the benefit
               of the Condition (as specified in relation to each Condition in the second
               column of the table in clause 2.1) and will be effective only to the
extent                specifically set out in that waiver.  






	 	(b) 	If
all Parties are entitled to the benefit of a Condition all Parties must waive
               the Condition.  






	 	2.3  	Conduct
of the Parties  






	 	(a) 	Each
Party must use all reasonable efforts within its own capacity to ensure
               that each Condition is fulfilled before 5.00 pm on 30 June 2005or
               another date agreed by the Parties in writing.  






	 	(b) 	As
soon as a Party becomes aware that a Condition has been fulfilled, it must
               immediately notify the other Parties.  






7 
















	 	2.4  	Failure
of Condition  






	 	
If
the Conditions are not satisfied before 5.00 pm on 30 June 2005 or another date
agreed by the Parties in writing, then a Party may willingly terminate this agreement by
notice to the other Parties.  






	 	2.5  	Effect
of Termination  






	 	
If
this agreement is terminated under clause 2.4 then,  






	 	(a) 	each
Party is released from its obligations further to perform the agreement
               other than in relation to clause 22(Confidentiality) and 28.1 (Costs);  






	 	(b) 	each
Party retains the rights it has against any other Party in respect of past
               breach or claim that has arisen before termination; and  






	 	(c) 	the
Parties must return to each other all documents and other materials and any
               medium in their respective possession, power or control which belong to
the                other Party.  






	3. 	Agreement
to sell and buy






	 	3.1  	Sale
and purchase  






	 	
Cobar
agrees to sell, and Coeur Australia agrees to buy the Contained Silver to be mined during
the Term on the terms and conditions of this agreement.  






	 	3.2  	Term  






	 	
The
Term of this agreement commences on the Commencement Date and remains in full force and
effect until the earlier of:  






	 	(a) 	the
date on which the Maximum Quantity has been received by Coeur Australia
               under this agreement, as evidenced by payment from the relevant
Counterparty; or  






	 	(b) 	termination
of this agreement.  






	4. 	Quantity






	 	4.1  	Quantity
of supply  






	 	
Subject
to this agreement, Cobar agrees to sell to Coeur Australia and Coeur Australia agrees to
buy from Cobar, all Contained Silver but not exceeding the Maximum Quantity.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



8 
















	6. 	Quantity






	 	6.1  	Continuation
of operations 






	 	(a) 	Cobar
will continue the operation of the Endeavor Mine in the ordinary course of
               its business subject at all times to the effect of Mining Risks.  






	 	(b) 	Cobar
will operate the Endeavor Mine in compliance with applicable laws in all
               material respects subject at all times to the effect of Mining Risks.  






	 	(c) 	Subject
to clause 0(a) and (d), Cobar will operate the Endeavor Mine in the
               ordinary course, having regard to that business and its previous practice,
in                order to preserve its existing business organisation and relations with
its                employees, customers, suppliers and others with whom it has a business
               relationship, subject at all times to the effect of Mining Risks.  






	 	(d) 	Cobar
will use its reasonable endeavours to mine the area of the Endeavor Mine
               known as the Level 1 Sulphides prior to the second anniversary of the
               Commencement Date, subject at all times to the effect of Mining Risks.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	6.3  	Records  






	 	(a) 	Cobar
must keep and maintain records relating to Cobar’s performance of its
          obligations under clause 0.  






	 	(b) 	Cobar
must ensure that the records referred to           in clause 6.3(a) (other than records
that Cobar is required to keep confidential) are available to Coeur Australia for
examination, audit, inspection and copying, on reasonable notice and during normal
business hours. Coeur Australia must keep the records confidential in accordance with
clause 21.3.  







	 	6.4  	Reports  






	 	
Cobar
must provide to Coeur Australia production and sales reports at the same time Cobar
circulates such reports to its management.  






	 	6.5  	Access
for Coeur Australia  






	 	
Cobar
must give Coeur Australia’s representatives reasonable access to the Endeavor Mine,
on reasonable notice and during normal business hours.  






	 	6.6  	Taxes  






	 	(a) 	Unless
otherwise expressly provided in this agreement, Cobar must pay all Taxes
          including sales tax, payroll tax, levies, duties and assessments that are due
in           connection with the operation of the Endeavor Mine in the ordinary course of
its           business .  






	 	(b) 	Coeur
Australia is liable for and indemnifies Cobar from and against all Taxes           to the
extent that such Taxes:  






	 	(i) 	are
in addition to or in excess of the Taxes Cobar is required to pay in           connection
with the operation of the Endeavor Mine in the ordinary course of its           business;
and  






9 
















	 	(ii) 	arising
pursuant to the performance of Cobar’s obligations to Coeur           Australia
under this agreement  






	7.  	Limitation
of liability  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	7.3  	No
adjustment of upfront payment  






	 	
Coeur
Australia is at no time entitled to any adjustment of the consideration referred to in
clause 9 for failure by Cobar to comply with its obligations under this Agreement for
whatever reason, unless the failure arises as a result of a Cobar Event of Default.  






	8.  	Royalties  






	 	
Cobar
is responsible for all royalties payable to the Crown under section 282 of the Mining Act
1992 (NSW).  






	9.  	Consideration  






	 	9.1  	Upfront
consideration  






	 	
Coeur
Australia must provide or cause to provide the following consideration to Cobar for the
sale of Contained Silver under this agreement:  






	 	(a) 	on
the Commencement Date, $20,000,000  






	 	(b) 	$30,000,000
within 3 Business Days of Cobar providing to Coeur Australia a copy                of a
report prepared in accordance with the JORC Code by a Competent Person
               engaged by Cobar, and endorsed by the Coeur Australia Competent Person
               confirming that the Reserves at Endeavour Mine are equal to or greater
than the                Reported Ore Reserves 2004, and not being conditional on the
establishment and                operation of a Paste Fill Plant.  






	 	
Cobar
will use all reasonable endeavours to establish the Paste Fill Plant as a commercial
operation as soon as practicable.  






	 	9.2  	Method
of payment  






	 	
All
monetary payments to be made by Coeur Australia under this agreement will be made on the
due date in same day cleared funds in the manner specified by Cobar to Coeur Australia.  






	 	9.3  	Coeur
Australia Competent Person  









[PROVISION OMITTED – SUBJECT TO
REQUEST OF CONFIDENTIAL TREATMENT]  



	 	(a) 	Coeur
Australia is entitled to appoint its own Competent Person to independently
                    confirm agree with or otherwise comment on the report to be delivered
to Coeur                     Australia, as contemplated by clause 9.1.(b).  






10 
















	 	(b) 	The
Coeur Australia Competent Person , if engaged by Coeur Australia, will be
                    required to work collaboratively with the Cobar Competent Person
,with the aim                     of providing the report referred to in clause 9.1 (b).  






	10.  	Default
interest  






	 	(a) 	If
any sum due for payment in Australian dollars under this document is not paid
               on the due date the Party in default must pay interest on that sum from
the due                date until the date of actual payment calculated on a day to day
basis at the                Bill Rate plus 4%. The interest is to be capitalised monthly.  






	 	(b) 	If
any sum due for payment in US dollars under this document is not paid on the
               due date the Party in default must pay interest on that sum from the due
date                until the date of actual payment calculated on a day to day basis at
LIBOR plus                1.5%. The interest is to be capitalised monthly.  






	11. 	Grossing
up of payments by Cobar






	 	(a) 	Any
amount payable to Cobar under this agreement must be increased so as to
               ensure that the net amount received by Cobar will after any Taxation (but
in                this clause, excluding GST), deduction, or withholding of any nature
from the                payment (whether or not required by any applicable law), be equal
to that which                would have been received by Cobar had the payment and any
increased payment                pursuant to this clause 11 not been subject to Taxation,
the deduction or                withholding, as the case may be.  






	 	(b) 	Cobar
must notify the Party that made the payment, of the nature for the
               requirement promptly after Cobar becomes aware of it.  






	 	(c) 	Cobar
must promptly deliver to the Party that made the payment, copies of any
               receipts, certificates or other proof (if any) evidencing the amounts paid
or                payable in respect of any such Taxation, deduction or withholding.  






	12. 	Processing
and on-sale of Contained Silver






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	 	12.6  	Records
and reports

Cobar
must provide to Coeur Australia monthly sales reports, invoices and correspondence
provided by the Counterparties, at the same time Cobar circulates such information to its
management.  






	 	12.7  	Accounting
system and bank account  






	 	(a) 	Cobar
and Coeur Australia will in good faith establish an accounting system to           deal
with payments between Cobar, Coeur Australia and Counterparties, to the
          reasonable satisfaction of Cobar and Coeur Australia and to be varied by Cobar
          and Coeur Australia from time to time.  






	 	(b) 	As
part of the proposed accounting system:  






11 
















	 	(i) 	Cobar
will open an account identified as a trust account with a bank (Trust           Account).  






	 	(ii) 	All
money in the Trust Account will be held by Cobar on trust for Coeur           Australia.  






	 	(iii) 	Any
payments received by Cobar from Counterparties on behalf of Coeur Australia
          under this clause 12.7 must be deposited in the Trust Account.  






	 	(iv) 	Cobar
will have the authority to operate the Trust Account in all usual ways,
          including the authority to deposit amounts into and withdraw amounts from the
          Trust Account for the purposes of the proposed accounting system.  






	 	(v) 	Cobar
will be entitled to deduct and pay or withhold from the Trust Account, the
          amount of any Tax, fee, charge or levy, including any withholding tax levied in
          connection with the operation of the Trust Account.  






	 	(vi) 	the
parties will be entitled to set off or otherwise deal with amounts due to it           by
the other, in accordance with clause 27.3  






	13. 	Sale
of Additional Contained Silver






	 	(a) 	If
during the Term, either Cobar or Coeur Australia believe that the resources
               or Reserves for the Endeavor Mine are sufficient to reasonably anticipate
               production of Contained Silver in excess of the Maximum Quantity, Cobar
and                Coeur Australia will in good faith enter into negotiations for Cobar
to sell                such additional Contained Silver (Additional Contained Silver)
to Coeur                Australia.  






	 	(b) 	Any
agreement to sell the Additional Contained Silver to Coeur Australia
               contemplated by this clause will be made under a supplemental agreement to
this                agreement. The supplemental agreement is to be modelled on the terms
and                conditions of this agreement, but adjusted as necessary to reflect the
               circumstances at that time.  






	14. 	Operating
Costs






	 	14.1  	Payments
by Coeur Australia for Operating Costs  






	 	(a) 	Coeur
Australia must contribute to Operating Costs by paying to Cobar US$1.00
               per ounce of Payable Silver sold by Cobar to Counterparties on behalf of
Coeur                Australia as reported in the relevant monthly sales report issued by
Cobar to                Coeur Australia under clause 0. Coeur Australia must make such
payments to Cobar                at such times and otherwise in accordance with the
accounting procedures to be                established by Cobar and Coeur Australia under
clause 12.7.  






	 	(b) 	The
rate of US$1.00 per ounce of Payable Silver referred to in clause 14.1(a)
               will be increased on each anniversary of the Commencement Date as adjusted
by                CPI.  






12 
















	 	14.2  	Operating
Cost contribution based on future Silver Price  






	 	(a) 	Commencing
on the second anniversary of the Commencement Date, if any sales of
               Payable Silver under clause 12 are made on the basis of a Silver Price
exceeding                US$5.23 per ounce, Coeur Australia must, as a further
contribution to Operating                Costs, pay to Cobar 50% of the amount by which
gross revenue in paragraph (i)                exceeds gross revenue in paragraph (ii)  






	 	(i) 	the
gross revenue generated from sales of Payable Silver on the basis of Silver
               Price exceeding US$5.23 per ounce;  






	 	(ii) 	the
gross revenue that would have been generated from sales of Payable Silver if
               the sales had been made on the basis of Silver Price at US$5.23 per ounce.  






	 	(b) 	Coeur
Australia acknowledges it bears all risk of Loss resulting from Silver
               Prices falling below US$5.23 per ounce from the date of this agreement and
               releases Cobar and its Related Entities from all Claims relating to such
Loss.  






	 	(c) 	All
payments made by Coeur Australia to Cobar under clause 14.2 (a) will be
               calculated and paid to Cobar in accordance with the accounting procedures
to be                established by Cobar and Coeur Australia under clause 12.7.  






	 	14.3  	Operating
Cost contribution based on increased reserves estimate  






	 	(a) 	From
time to time as and when required by law, Cobar will procure the
               preparation of a report (Reserves Report) prepared in
accordance                with the JORC Code by a Competent Person containing an estimate
of the Reserves                for the Endeavor Mine (Reserves Estimate).  






	 	(b) 	Cobar
must promptly, and in any event within 7 Business Days after its
               completion, provide a copy of each Reserves Report to Coeur Australia.  






	 	(c) 	Coeur
Australia may request Cobar to procure a Reserves Report in addition to
               the Reserves Reports that Cobar is required to prepare by law. Such
request must                be reasonable in the circumstances and reasons given as to
why such an                additional report is required. Coeur Australia will be
responsible for the costs                of Cobar procuring such additional reports.  






	 	(d) 	If
the Reserves Estimate stated in the first Reserves Report obtained since the
               Commencement Date consists of any new Reserves which did not form part of
the                Reported Ore Reserves 2004 (Additional Reserves), Coeur
Australia must                make an additional payment to Cobar of US$0.25 per ounce of
Contained Silver                estimated in the Reserves Report to be contained in such
Additional Reserves as                a further contribution to Operating Costs. If the
Reserves Estimate in any                subsequent Reserves Report consists of any new
Reserves which did not form part                of the Reserves Estimate contained in the
immediately preceding Reserves Report                Coeur Australia must make an
additional payment to Cobar of US$0.25 per ounce of                Contained Silver
estimated to be contained in such Additional Reserves (also, Additional Reserves).  






	 	(e) 	The
rate of US$0.25 per ounce of Contained Silver referred to in clause 14.3(d)
               will be increased on each anniversary of the Commencement Date by
reference to                CPI.  






13 
















	 	(f) 	Coeur
Australia must pay to Cobar any amounts it is required to pay under this
               clause 14.3 within 30 days of Cobar providing Coeur Australia with a
copy                of the relevant Reserve Report.  






	 	14.4  	Clawback
of Operating Cost contribution  






	 	
If:  






	 	(a) 	by
the time Coeur Australia has received the Maximum Quantity under this
          agreement;  






	 	(b) 	there
is Contained Silver that has not at the time been mined from the           Additional
Reserves; and  






	 	(c) 	payments
have been made by Coeur Australia to Cobar under clause 14.3(d); then  






	 	
Cobar
must immediately reimburse Coeur Australia for the payments as a contribution to
Operating Costs but only to the extent that such payments relate to Contained Silver that
has not been mined from the Additional Reserves.  






	 	14.5  	Continuous
obligation to contribute Costs  






	 	
To
avoid doubt, Coeur Australia must continue to make payments to Cobar for Operating Costs
in accordance with this clause 14 in respect of Payable Silver mined from the
Additional Reserves referred to in clause 14.3Negative pledge  






	 	
From
the date of this agreement, Cobar must not create or permit to exist any Encumbrance
(other than a Permitted Encumbrance) over any assets comprising the Endeavor Mine,
without the consent of Coeur Australia, which consent must not be unreasonably withheld.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	17.  	Assignment  






	 	17.1  	Restrictions  






	 	
Except
to the extent permitted by this agreement:  






	 	(a) 	no
Party may Assign this agreement or any right or liability under this
               agreement except as required or permitted by this agreement.  






	 	(b) 	no
Party may mortgage, charge, create any Encumbrance or otherwise deal with the
               Endeavor Mine or any interest under this agreement unless it receives the
prior                written consent of each other Party, which must not be unreasonably
withheld.  






	 	17.2  	Exceptions  






	 	
Despite
clause 17.1:  






	 	(a) 	A
Party may Assign a right or liability under this agreement:  






	 	(i) 	with
the prior written consent of the other Party, which must not be
               unreasonably withheld; or  






14 
















	 	(ii) 	to
a Related Entity of that Party.  






	 	(b) 	Cobar
may grant a security to a financier (to rank pari passu with the charge
               granted under clause 15) in order to raise funds to support the operations
of                the Endeavor Mine, subject to the entering into of a consent deed by
Cobar, the                financier and Coeur Australia.  






	 	(c) 	Cobar
may establish a joint venture in respect of the Endeavor Mine or otherwise
               farm-out any part of it’s interest in the Endeavor Mine , but only
with                Coeur Australia’s consent, which can only be refused if the
proposed                farminee is not of sound financial standing sufficient to fulfil
its financial                obligations, or, if the proposed farminee is to be operator
of any joint                venture, if the proposed farminee does not in Coeur Australia’s
view,                reasonably held, have sufficient and satisfactory mine operating
experience. Any                proposed farminee will be required to covenant to be bound
by the terms of this                agreement.  






	 	17.3  	Assumption  






	 	
Any
Assignment by a Party of its right or liability under this agreement must be made subject
to the terms of this agreement and will not be effective until:  






	 	(a) 	the
obtaining of all necessary consents and approvals to the Assignment; and  






	 	(b) 	the
Assignee executes a document, in a form satisfactory to the other Parties,
               under which the Assignee covenants for the benefit of the other Parties to
               assume the obligations of the first Party under this agreement and perform
those                obligations in accordance with this agreement.  






	18. 	Change
of control






	 	18.1  	Cobar  






	 	
Cobar
must not cease to be a Wholly Owned Subsidiary of CBH Resources Limited without the prior
written consent of Coeur Australia, which consent must not be unreasonably withheld.  






	 	18.2  	Coeur
Australia  






	 	
Coeur
Australia must not cease to be a Wholly Owned Subsidiary of Coeur without the prior
written consent of Cobar, which consent must not be unreasonably withheld.  






	19.  	Warranties  






	 	19.1  	Warranties
by Coeur Australia and Cobar  






	 	
Each
of Coeur Australia and Cobar represent and warrant that:  






	 	(a) 	it
has full legal right, power and authority to enter into and perform this
               agreement;  






	 	(b) 	it
has taken all appropriate and necessary action to authorise the entering into
               and performance of this agreement and, when signed, this agreement will
               constitute the legally valid and binding obligation of each of Coeur
Australia                and Cobar, enforceable in accordance with its terms; and  






15 
















	 	(c) 	it
has obtained all consents, approvals and authorisations necessary for the
               valid entering into and performance of this agreement, subject to board
approval                and fulfilment of the other conditions precedent as contemplated
by clause 2.  






	 	19.2  	Warranties
by Cobar  






	 	(a) 	Cobar
represents and warrants at the date of this agreement that:  






	 	(i) 	it
will be the legal and beneficial owner of the Contained Silver and will have
          good and marketable title to the Contained Silver before title in the Contained
          Silver (or the economic interest therein) passes from it to Coeur Australia
          under this agreement;  






	 	(ii) 	the
Contained Silver will be free from Encumbrances before title in the           Contained
Silver (or the economic interest therein) passes from it to Coeur           Australia
under this agreement;  






	 	(iii) 	it
is the registered holder of the mining leases comprising the Endeavor Mine           and
that they are in good standing; and that to the best of its knowledge and
          belief, all necessary permits and authorisations required to operate the
          Endeavor Mine have been obtained, are current , valid and are not in breach.  






	 	(iv) 	it
is not involved in any proceedings, arbitration, mediation, prosecution,           award
enforcement or other dispute resolution proceedings (existing, pending or
          threatened) concerning the Endeavor Mine which would have a material adverse
          effect on the operations of the Endeavor Mine that has not already been
          disclosed to Coeur Australia and Coeur;  






	 	(v) 	subject
to satisfaction of clause 2.1(c) with respect to Zinifex Australia           Limited and
other members of the Zinifex Australia Limited group of companies,,           it has full
legal right, power and authority to enter into and perform this           agreement;  






	 	(vi) 	nothing
in this agreement does or will conflict with or result in a breach or           default
by it under its constitution, a licence, permit, contract, deed or court           order.  






	 	19.3	Warranties
by Coeur Australia






	 	
Coeur
Australia represents and warrants that:  






	 	(a) 	it
is not engaged in any litigation, arbitration or other dispute resolution
               proceedings, and there are no proceedings pending, threatened by or
against it;  






	 	(b) 	Coeur
Australia does not know of anything which is likely to give rise to any
               litigation, arbitration, dispute resolution or other similar proceedings
by or                against it;  






	 	(c) 	Coeur
Australia does not know of anything which is likely to have an adverse
               effect of Coeur Australia’s ability to perform its obligations under
this                agreement.  






16 
















	 	19.4  	Acknowledgment
by Coeur Australia  






	 	
Coeur
Australia acknowledges that:  






	 	(a) 	it
has examined the Endeavor Mine and its surroundings;  






	 	(b) 	it
has examined all other information relevant to the risks, contingencies and
               other circumstances having an effect on the performance of the obligations
by                the Parties under this agreement, which is obtained by making
reasonable                enquiries; and  






	 	(c) 	it
has had the opportunity to conduct due diligence and has satisfied itself in
               relation to matters arising from the due diligence and it has entered into
this                agreement based on its own its own investigations, examinations and
               determinations;  






	 	(d) 	in
entering into this agreement it does not rely on statement, representation,
               warrant, condition or other conduct which may have been made by Cobar or
any                person purporting to act on behalf of Cobar, except as set forth
herein.  






	20. 	Information
Rights






	 	20.1 	Coeur
Australia's rights to obtain information






	 	(a) 	Coeur
Australia may request Cobar provide Information to Coeur Australia. Such
               request must be accompanied by a detailed description of each specific
item of                Information requested by Coeur Australia, and must be reasonable
in the                circumstances.  






	 	(b) 	Cobar
must provide such Information to Coeur Australia within 14 days of
               Coeur Australia’s request, unless Cobar is required to keep the
Information                confidential by law.  






	 	(c) 	If
Coeur Australia requests Cobar to respond to any queries it may have
               regarding the Information, Cobar must use its reasonable endeavours to
provide                such information to Coeur Australia, unless Cobar is required to
keep such                information confidential by law.  






	21. 	Confidentiality






	 	21.1  	Confidentiality
of this agreement 






	 	
Each
Party must treat the existence and terms of this agreement confidentially and no
announcement or communication relating to the negotiations of the Parties or the
existence, subject matter or terms of this agreement may be made or authorised by a Party
unless:  






	 	(a) 	each
other Party has given its prior written consent;  






	 	(b) 	disclosure
is made to the extent needed to comply with any applicable law or the
               rules of any relevant stock exchange;  






	 	(c) 	disclosure
is necessary or advisable for the purposes of obtaining any consent,
               authorisation, approval or licence from a governmental or regulatory body;
or  






17 
















	 	(d) 	the
disclosure is to the Party’s professional advisers or financiers or to
               a person whose consent is required under this agreement or for a
transaction                contemplated by it and those persons undertake to keep
confidential any                information so disclosed.  






	 	21.2  	Publicity  






	 	
Despite
clause 21.1, if an announcement or release is required to be made by law or by the rules
of any stock exchange, the Party required to make the announcement or release must, to
the extent practicable, consult with the other Parties with a view to agreeing the form,
content, timing and manner of the announcement or release.  






	 	21.3  	Other
information confidential  






	 	(a) 	Coeur
Australia and Coeur must not, and must ensure that its employees,
               directors, agents, contractors and representatives do not, without the
prior                written consent of Cobar, either now, during the Term or after the
expiry or                termination of this agreement, disclose or give to any person
any Confidential                Information except:  






	 	(b) 	to
the extent required by law;  






	 	(c) 	to
the extent required by the requirements of a stock exchange on which                Coeur’s
shares are listed;  






	 	(d) 	to
the extent required by Coeur Australia or Coeur’s financiers in relation
               to the provision of finance for completion of the transactions
contemplated by                this agreement; or  






	 	(e) 	to
the extent required to instruct Coeur Australia or Coeur’s professional
               advisers in relation to the preparation and performance of this agreement.  






	 	21.4  	Consequences
of breach  






	 	
The
Parties agree that a Party will be entitled to equitable relief (including injunction and
specific performance) in the event of any breach of clause 21.3 by another Party.  






	22.  	Dispute
Resolution  






	 	22.1  	Resolution
by panel  






	 	(a) 	If
any dispute arises between the parties to this agreement, one of the parties
               must by notice to the other refer the dispute to a panel for resolution
unless                to seek urgent interlocutory relief to protect its interest. 






	 	(b) 	The
panel must consist of a representative of Cobar and of Coeur Australia.  






	 	(c) 	The
panel is to determine its own procedures for meeting.  






	 	(d) 	Decisions
of the panel may only be made by unanimous agreement of the panel.  






	 	(e) 	If
a dispute is referred to the panel, the panel must meet to resolve the
               dispute.  






18 
















	 	(f) 	If
the panel does not resolve the dispute within 20 Business Days the panel must
               refer the matter for resolution under clause 22.2 promptly after
expiration of                the resolution period.  






	 	22.2  	Appointment
of Expert  






	 	(a) 	Where
Cobar or Coeur Australia has referred a dispute for determination by the
          Expert:  






	 	(i) 	Cobar
and Coeur Australia will use reasonable endeavours to agree upon a person           who
is of good repute with extensive experience in the mining industry and be
          familiar with the factors relevant to the matters to be decided, to be
appointed           as the Expert; or  






	 	(ii) 	if
Cobar and Coeur Australia cannot agree within 5 Business Days after the
          referral, the person nominated by the President (at the relevant time) of The
          Australasian Institute of Mining and Metallurgy or his or her nominee will act
          as the Expert.  






	 	(b) 	The
Expert must act as an expert and not as an arbitrator.  






	 	(c) 	The
Expert must make his or her decision within 20 Business Days after accepting
          his or her appointment as Expert.  






	 	(d) 	Where
the Expert considers that a Party has withheld payment of any amount other           than
on reasonable grounds he or she may, in addition to determining that           payment be
made impose interest in accordance with clause 10.  






	 	(e) 	Cobar
and Coeur Australia agree:  






	 	(i) 	to
fully inform the Expert as to facts and technical matters to which the           dispute
relates;  






	 	(ii) 	to
promptly provide written submissions and statements to the Expert;  






	 	(iii) 	that
the decision of the Expert is final and binding;  






	 	(iv) 	that
the place for resolution of the dispute will be in Sydney at a place           nominated
by the Expert;  






	 	(v) 	to
each bear their own costs and contribute equally to the Expert’s fees,
          unless the Expert determines otherwise;  






	 	(vi) 	that
the Expert may determine the procedure to be followed to resolve the           dispute;
and  






	 	(vii) 	to
comply with any procedure determined by the Expert (including any timetable)           to
resolve the dispute.  






	 	22.3  	Obligations
to continue  






	 	
The
Parties agree that the obligations of the Parties will continue during any dispute
resolution under this clause.  






19 
















	 	22.4  	No
action prior to determination  






	 	
A
Party is not entitled to commence or maintain any action or exercise any right, including
any action or right under the Charge referred to in clause 18, in relation to a matter
referred to in this clause until the matter has been agreed or referred to Expert
determination and agreed or determined as provided in this clause.  






	23.  	Termination  






	 	23.1  	Insolvency
Event  






	 	
If
a Party is affected by an Insolvency Event, the other Parties may terminate this
agreement by written notice to the affected Party in respect of the rights and
obligations of the affected Party.  






[PROVISION OMITTED – SUBJECT TO
REQUEST FOR CONFIDENTIAL TREATMENT]  



	24.  	Coeur
Australia’s indemnity  






	 	24.1  	Indemnity  






	 	(a) 	Coeur
Australia indemnifies Cobar and its officers, agents, and employees from
               and against any Claim and Liability of any nature arising from a breach by
Coeur                Australia of this agreement.  






	 	(b) 	Any
amount payable under this clause will be increased so as to ensure that the
               net amount received by Cobar will after Taxation be equal to that which
would                have been received had the payment and any increased payment
pursuant to this                clause not been subject to Taxation.  






	 	(c) 	Cobar
may enforce this right of indemnity at any time (including before it has
               incurred the liability, loss or costs).  






	 	24.2  	Continuing
obligation  






	 	
This
indemnity is a continuing obligation which:  






	 	(a) 	continues
after the Term and after the Parties’ other obligations under           this
agreement terminate; and  






	 	(b) 	is
not discharged by any one payment.  






	 	24.3  	Obligations
of Coeur Australia and rights of Cobar not affected by certain matters 






	 	
Coeur
Australia’s obligations and Cobar’s rights under this indemnity are not
affected by anything which might otherwise affect them at law including the following:  






	 	(a) 	any
concession (such as extra time) being given to any person, including Coeur
               Australia;  






20 
















	 	(b) 	Cobar’s
failure or delay in taking action or asserting a right, or any                other act,
omission or mistake by Cobar;  






	 	(c) 	the
novation of a right of Cobar;  






	 	(d) 	this
agreement (or any agreement entered into in order to perform this
               agreement) being varied; and  






	 	(e) 	an
obligation or liability of a person other than Coeur Australia being invalid
               or unenforceable.  






	 	24.4  	This
indemnity  






	 	
In
this clause 24, “indemnity” means the indemnity given in this clause 24.  






	25.  	Cobar
Indemnity  






	 	25.1  	Indemnity  






	 	(a) 	Cobar
indemnifies Coeur Australia and its officers, agents, and employees from
                    and against any Claim and Liability of any nature arising from a
breach by Cobar                     of this agreement.  






	 	(b) 	Any
amount payable under this clause will be increased so as to ensure that the
                    net amount received by Coeur Australia will after Taxation be equal
to that                     which would have been received had the payment and any
increased payment                     pursuant to this clause not been subject to
Taxation.  






	 	(c) 	Coeur
Australia may enforece this right of indemnity at any time (including
                    before it has incurred the liability, loss or costs).  






	 	25.2  	Continuing
Obligation  






	 	
This
indemnity is a continuing obligation which:  






	 	(a) 	continues
after the Term and after the Parties’ other obligations under           this
agreement terminate; and  






	 	(b) 	is
not discharged by any one payment  






	 	25.3  	Obligations
of Cobar and rights of Coeur Australia not affected by certain matters 






	 	
Cobar’s
obligations and Coeur Australia’s rights under this indemnity are not affected by
anything which might otherwise affect them at law including the following:  






	 	(a) 	any
concession (such as extra time) being given to any person, including Cobar  






	 	(b) 	Coeur
Australia’s failure or delay in taking action or asserting a right,
               or any other act, omission or mistake by Coeur Australia;  






	 	(c) 	the
novation of a right of Coeur Australia;  






21 
















	 	(d) 	this
agreement (or any agreement entered into in order to perform this
               agreement) being varied; and  






	 	
an
obligation or liability of a person other than Cobar being invalid or unenforceable  






	 	25.4  	This
indemnity  






	 	
In
this clause 28, "indemnity" means the indemnity given in this clause 30. 






	 	25.5  	Limit
of this indemnity 






	 	
The
indemnity granted by Cobar under this clause 28 is at all times subject to the limitation
on Cobar’s liability expressed in clause 7.  






	26.  	Notices  






	 	26.1  	Form
and delivery  






	 	
Unless
this agreement states otherwise, each communication in connection with this agreement
(including a notice, agreement, consent, request, waiver or demand):  






	 	(a) 	must
be in writing, directed for attention as show in this clause 25, or as last
               notified by the recipient; and  






	 	(b) 	must
be signed by an Authorised Officer of the sender; and  






	 	(c) 	must
be delivered, sent by mail (airmail, if posted to or from overseas), faxed
               or sent by email to the recipient’s postal or email address or fax
number                shown in this clause 25, or to the address or fax number last
notified by                the recipient for this purpose.  






	 	26.2  	Receipt  






	 	
A
communication given in accordance with this clause 25 is treated as having been received:  






	 	(a) 	if
delivered before 5pm (in the place it was delivered to) on a Business Day, on
               that day – otherwise on the next Business Day;  






	 	(b) 	if
sent by mail, on the third Business Day (in the place it was sent from) after
               posting (or seventh if posted to or from overseas);  






	 	(c) 	if
sent by fax, on the date and time which the sending machine’s
               transmission report indicates as the date and time the whole fax was sent
               (However, if the report indicates the transmission was made on a day that
is not                a Business Day in the place it was sent to, or was not completed
before 5pm in                that place, then the communication is treated as having been
received at 9am on                the next Business Day in that place);  






	 	(d) 	if
sent by email, on the date and time at which it enters the recipient’s
               information system (as shown in a confirmation of delivery report from the
               sender’s information system) (However, if the report indicates the
email                was received on a day that is not a Business Day in the place of the
               recipient’s postal address, or was not received before 5pm in that
place,                then the communication is treated as having been received at 9am on
the next                Business Day of that place; and  






22 
















	 	26.3  	Effect  






	 	
A
communication given in accordance with this clause 25 takes effect from the time it is
received (or treated as received) unless a later time is specified in it.  






	 	26.4  	Contact
details  






	 	Cobar 	 






	 	Attention: 	The
Company Secretary 






	 	Address: 	Level
4, 12-14 O’Connell Street, Sydney, New South Wales, Australia 






	 	         Fax: 	+61
2 92201777 






	 	Email: 	stevelonergan@cbhresources.com.au 







	 	Coeur
Australia  	 






	 	Attention: 	John
Blue 






	 	Address: 	Suite
305, 3 Spring Street, Sydney 2000, New South Australia 






	 	         Fax: 	+61
2 9440 8418 






	 	Email: 	resolutesecurities@bigpond.com 






	27.  	General
provisions  






	 	27.1  	Costs  






	 	
Each
Party must pay its own costs in relation to:  






	 	(a) 	the
negotiation, preparation, execution, performance, amendment or registration
               of, or any consent given or made; and  






	 	(b) 	the
performance of any action by that Party in compliance with any liability
               arising,  






	 	
under
this agreement, or any agreement or document executed or effected under this agreement,
unless this agreement provides otherwise.  






	 	27.2  	Duties  






	 	
Coeur
Australia must promptly within the initial applicable period prescribed by law pay any
duty payable in relation to the execution, performance and registration of this
agreement, or any agreement or document executed or effected under this agreement.  






23 
















	 	27.3  	Set-off  






	 	
Each
of Cobar and Coeur Australia may upon reasonable notice being given to the other (unless
an Insolvency Event occurs, in which case no notice is required), consolidate, merge or
apply all or any part of any amounts due to it from the other (including all or any part
of any credit balance standing to the account of Coeur Australia with Cobar which is to
be established as part of the accounting system to be set up under this agreement) by way
of set-off, lien or counterclaim in or towards satisfaction of any money at any time due
and payable, or which may become due and payable, by it to the other under this agreement
or any Concentrate Sales Agreement. Each of Cobar and Coeur Australia may for this
purpose:  






	 	(a) 	redeem,
vary the terms and conditions of, or appropriate all or any part of any
               account, deposit of funds or other arrangement between Cobar and Coeur
Australia                on or under which Cobar or Coeur Australia may be indebted to
the other, despite                any prior agreement to the contrary or the fact that
the respective liabilities                may not be expressed in the same currency;  






	 	(b) 	effect
any currency conversion it considers necessary or desirable; and  






	 	(c) 	in
the name of the other, do all such acts and execute and deliver all such
               documents as may be required to effect any combination, consolidation,
merger or                application under this clause 27.3.  






	 	27.4  	Governing
law and jurisdiction  






	 	(a) 	This
agreement is governed by and construed under the law in the State of New
               South Wales.  






	 	(b) 	Any
legal action in relation to this agreement against any Party or its property
               may be brought in any court of competent jurisdiction in the State of New
South                Wales.  






	 	(c) 	Each
Party by execution of this agreement irrevocably, generally and
               unconditionally submits to the non-exclusive jurisdiction of any court
specified                in this provision in relation to both itself and its property.  






	 	27.5  	Amendments  






	 	
Any
amendment to this agreement has no force or effect, unless effected by a document
executed by the Parties.  






	 	27.6  	Third
parties  






	 	
This
agreement confers rights only upon a person expressed to be a party, and not upon any
other person.  






	 	27.7  	Entire
agreement  






	 	
This
agreement:  






	 	(a) 	expresses
and incorporates the entire agreement between the Parties in relation                to
its subject matter, and all the terms of that agreement; and  






24 
















	 	(b) 	supersedes
and excludes any prior or collateral negotiation, understanding,
               communication or agreement by or between the Parties in relation to that
subject                matter or any term of that agreement.  






	 	27.8  	Further
assurance  






	 	
Each
Party must execute any document and perform any action necessary to give full effect to
this agreement, whether before or after performance of this agreement.  






	 	27.9  	Continuing
performance  






	 	(a) 	The
provisions of this agreement do not merge with any action performed or           document
executed by any Party for the purposes of performance of this           agreement.  






	 	(b) 	Any
representation in this agreement survives the execution of any document for           the
purposes of, and continues after, performance of this agreement.  






	 	(c) 	Any
indemnity agreed by any Party under this agreement:  






	 	(i) 	constitutes
a liability of that Party separate and independent from any other           liability of
that Party under this agreement or any other agreement; and  






	 	(ii) 	survives
and continues after performance of this agreement.  






	 	27.10  	Waivers  






	 	
Any
failure by any Party to exercise any right under this agreement does not operate as a
waiver and the single or partial exercise of any right by that Party does not preclude
any other or further exercise of that or any other right by that Party.  






	 	27.11  	Remedies  






	 	
The
rights of a Party under this agreement are cumulative and not exclusive of any rights
provided by law.  






	 	27.12  	Severability  






	 	
Any
provision of this agreement which is invalid in any jurisdiction is invalid in that
jurisdiction to that extent, without invalidating or affecting the remaining provisions
of this agreement or the validity of that provision in any other jurisdiction.  







	 	27.13  	Counterparts  






	 	
This
agreement may be executed in any number of counterparts, all of which taken together are
deemed to constitute one and the same document.  






	28.  	GST  






	 	28.1  	Amounts
exclusive of GST 






	 	
To
avoid doubt, all prices or other amounts referred to in this document are stated
exclusive of GST.  






25 
















	 	28.2  	GST
payable  






	 	(a) 	In
addition to any amount paid or provided by a party to this document (the recipient)
for a supply from another party (the Supplier) under or                in
connection with this agreement, the Recipient must pay to the Supplier, at
               the same time and in the same manner as the relevant consideration or any
part                of it, the amount of any GST for which the Supplier is liable in
relation to the                supply.  






	 	(b) 	To
avoid doubt, Coeur Australia must, in accordance with clause 28.2(a),
               pay GST to Cobar in respect of all payments made by Coeur Australia under
               clause 9.  






	 	28.3  	Tax
invoice  






	 	
The
Supplier must issue a tax invoice (or an adjustment note) to the Recipient within 10 Business
Days of the receipt of any amount under clause 28.2.  






	 	28.4  	GST
on claims  






	 	(a) 	If
a payment to satisfy a claim or a right to claim under or in connection with
               this document gives rise to a liability to pay GST, the payer must pay,
and                indemnify the payee on demand against, the amount of that GST.  






	 	(b) 	If
a party has a claim under or in connection with this document for a cost on
               which that party must pay GST, the claim is for the cost plus all GST
(except                any GST for which that party is entitled to an input tax credit).  






	 	(c) 	If
a party has a claim under or in connection with this document whose amount
               depends on actual or estimated revenue or which is for a loss of revenue,
               revenue must be calculated without including any amount received or
receivable                as reimbursement for GST (whether that amount is separate or
included as part of                a larger amount).  
















26 












Annexure A – Fixed
and Floating Charge 

































27 











	Executed as an agreement.



Signed on behalf of Cobar Operations Pty 
Limited ACN 103
555 835 in the presence of:


  		



	  
		  

	Secretary/Director

		Director


	  
		  

	Print name		Print name








	Signed on behalf of CDE Australia Pty Ltd ACN 

113 667 682 in the presence of:


  		



	  
		  

	Director


		Director



	  
		  

	Dennis E. Wheeler

 (Chairman, President, and CEO of 
Coeur d'Alene Mines
 Corporation)		John L Blue

















28