<PAGE>

                                                              EXECUTION COPY

                             Dated 15 June, 2001

                        SOCIETE DES MINES DE MORILA S.A.
                               as the Borrower

               RANDGOLD RESOURCES LIMITED AND MORILA LIMITED(1)
              as the Continuing Randgold Completion Guarantors

                   RANDGOLD & EXPLORATION COMPANY LIMITED
               as the Retiring Randgold Completion Guarantor

               VARIOUS BANKS AND OTHER FINANCIAL INSTITUTIONS
                 as the Lenders, Arrangers and Co-arrangers

                                     AND

                        N M ROTHSCHILD & SONS LIMITED
                        as the Agent for the Lenders

             _____________________________________________________

                           SUPPLEMENTAL AGREEMENT
                        relating to a Loan Agreement,
                           dated 21 December 1999
             ____________________________________________________

                                    MAYER
                                    BROWN
                                    &PLATT

                            Bucklersbury       House
                            3 Queen Victoria  Street
                            London,   EC4N       8EL
                            Telephone: 020 7246 6200
                            Fax:  020  7329    4465
                            Reference: 99514374

                       __________________________________

          Previously called Randgold Resources (Morila) Limited.

<PAGE>

     THIS SUPPLEMENTAL AGREEMENT (this "AGREEMENT") is made the 15th day of
June 2001 between:

(1)  SOCIETE DES MINES DE MORILA S.A. (the "BORROWER"):

(2)  RANDGOLD RESOURCES LIMITED and MORILA LIMITED (collectively, the
     "CONTINUING RANDGOLD COMPLETION GUARANTORS"):

(3)  RANDGOLD & EXPLORATION COMPANY LIMITED (the "RETIRING RANDGOLD COMPLETION
     GUARANTOR"):

(4)  THE VARIOUS BANKS AND OTHER FINANCIAL INSTITUTIONS referred to on the
     signature pages hereof as the Lenders, the Arrangers and the Co-Arrangers:
     and

(5)  N M ROTHSCHILD & SONS LIMITED, as the Agent for the Lenders (the
    "AGENT").

WHEREAS:

(A)  The Borrower, the Continuing Randgold Completion Guarantors. the Retiring
     Randgold Completion Guarantor, the Lenders, the Arrangers, the
     Co-Arrangers and the Agent entered into a Loan Agreement. dated 21 December
     1999 (such Loan Agreement, as amended by the letter agreement, dated
     10 April, 2000, the "ORIGINAL LOAN AGREEMENT").

(B)  The parties hereto now desire to amend and restate the terms of the
     Original Loan Agreement in its entirety as provided herein.

IT IS HEREBY AGREED as follows:

1.   DEFINED TERMS; INTERPRETATION; DEED

     Save as expressly defined herein, capitalised terms defined in the
     Original Loan Agreement shall have the same meanings in this Agreement and
     shall be interpreted in accordance therewith, including Article 1 thereof,
     and the provisions of such Article shall apply to this Agreement, mutatis
     mutandis, as if set out herein. Without limiting the generality of the
     foregoing, this Agreement shall be deemed to be a Loan Document.

     The parties hereto intend that this Agreement shall take effect as a deed.

2.   AMENDMENT AND RESTATEMENT

     With effect from the Restatement Effective Date (as defined in Clause 4,
     the Borrower, the Continuing Randgold Completion Guarantors, the Retiring
     Randgold Completion Guarantor and the Lender Parties agree that the
     Original Loan Agreement shall be amended and restated so as to take effect
     in the form set out in Exhibit A to this Agreement (the "AMENDED AND
     RESTATED LOAN AGREEMENT").

<PAGE>

3.   AMENDMENTS TO THE RANDGOLD GUARANTEE AGREEMENT

     With effect from the Restatement Effective Date:

     (a)     the Continuing Randgold Completion Guarantors, the Retiring
             Randgold Completion Guarantor and the Lender Parties agree that the
             Retiring Randgold Completion Guarantor shall be released from its
             obligations under the Randgold Guarantee Agreement;

     (b)     the Continuing Randgold Completion Guarantors hereby confirm that
             their obligations under the Randgold Guarantee Agreement shall
             continue in full force and effect and that such obligations shall
             be joint and several;

     (c)     the Continuing Randgold Completion Guarantors and the Lender
             Parties hereby agree that the Randgold Guarantee Agreement shall be
             amended as set forth below:

             (i)     the definition of the term "Guaranteed Obligations" shall
                     be deleted in its entirety and replaced with the following:

                     "Guaranteed Obligations" means (a) all Obligations of the
                     Borrower and (b) all obligations of Morila Holdings under
                     any Instrument entered into by it with a Lender in
                     connection with any Hedging Obligations, in each case
                     now or hereafter existing".

             (ii)    Section 3.3 shall be amended and restated in full to read
                     as set forth below:

                     "3.3 Economic Completion

                     Without limiting any other provision of this Agreement, the
                     Guarantors hereby irrevocably and unconditionally undertake
                     and agree (as primary obligors) that Economic Completion
                     will take place by no later than 31 December, 2001. The
                     Guarantors recognise that it is a condition to the
                     occurrence of Economic Completion that no Default shall
                     then have occurred and be continuing (in particular, any
                     Default in connection with the financial tests referred to
                     in Clause 9.1.19 of the Loan Agreement). As part of its
                     general undertakings contained in this Clause and elsewhere
                     in this Agreement, the Guarantors will ensure, on or prior
                     to 31 December, 2001 (and whether by way of a cash Capital
                     Contribution, the advance of Approved Subordinated
                     Indebtedness or otherwise in a manner which is consistent
                     with the Loan Documents) that the financial tests referred
                     to in Clause 9.1.19 of the Loan Agreement are capable of
                     being complied with on each Calculation Date scheduled to
                     occur after 31 December, 2001. In addition, the Guarantors
                     also undertake that, as at the Release Date, the amount
                     standing to the credit of the Debt Service Reserve Account
                     shall not be less than the Required Debt Service Reserve
                     Balance.";

                                      -2-

<PAGE>

             (iii)   Section 3.6 shall be deleted;

             (iv)    the phrase "seventy-five percent (75%)" contained in the
                     penultimate line of Section 3.7 shall be deleted and
                     replaced with the phrase "forty percent (40%)"; and

             (v)     the phrase "eighty percent (80%)" contained in the
                     penultimate and last lines of Section 3.8, shall be deleted
                     and replaced with the phrase "forty percent (40%)".

4.   CONDITIONS TO EFFECTIVENESS

     Both this Agreement and the Amended and Restated Loan Agreement shall be
     and become effective on the date (the "RESTATEMENT EFFECTIVE DATE") when
     the Agent shall have:

     (a)     received counterparts of this Agreement, duly executed by
             authorised officers of each of the Borrower, the Continuing
             Randgold Completion Guarantors, the Retiring Randgold Completion
             Guarantor, the Lenders, the Arrangers, the Co-Arrangers and the
             Agent; and

     (b)     confirmed to the Borrower that it has received all of the documents
             and evidence listed in the First Schedule hereto and that each is,
             in form and substance, satisfactory to the Agent. Except as
             expressly amended by this Agreement, each of the Exhibits to
             the Original Loan Agreement and each of the other Loan Documents
             shall continue in full force and effect as in the form attached to
             the Original Loan Agreement or, as the case may be, as originally
             executed.

5.   FEES

     The parties hereto agree that each Lender shall receive its amendment fee
     in the amount of U.S.$.10,000 within five (5) Business Days of the
     Restatement Effective Date.

6.   REFERENCES IN OTHER DOCUMENTS

     With effect from the Restatement Effective Date, references in the Original
     Loan Agreement, each other Facility Document and any other writing to the
     "LOAN AGREEMENT" shall be deemed to refer to the Amended and Restated
     Loan Agreement, whether or not reference is specifically made to this
     Agreement.

7.   CONFIDENTIALITY OBLIGATIONS

     At all times during the continuance of this Agreement and after the
     termination hereof (however caused) each of the Continuing Randgold
     Completion Guarantors, the Retiring Randgold Completion Guarantor and the
     Lender Parties shall and shall procure that their respective officers,
     employees, agents and advisers shall keep secret and confidential and not
     without prior written consent of the Borrower disclose to any

                                      -3-

<PAGE>

     third party or make use of for their own purposes (otherwise than in the
     context of an addition to the general experience, knowledge or expertise of
     each of the Continuing Randgold Completion Guarantors, the Retiring
     Randgold Completion Guarantor and the Lender Parties) any of the
     confidential information, reports or documents supplied by or on behalf of
     the Borrower or in the course of the negotiations leading to this Agreement
     or any of the calculations made or conclusions or determinations reached in
     accordance therewith.

8. PERMITTED DISCLOSURE

     Any Continuing Randgold Completion Guarantor, the Retiring Randgold
     Completion Guarantor or any Lender Party shall be entitled to disclose any
     such confidential information, report, documentation, calculations,
     conclusion or determination to any other of the Continuing Randgold
     Completion Guarantors, the Retiring Randgold Completion Guarantor or the
     Lender Parties or to their respective professional advisers (including the
     Independent Engineer and the Insurance Consultant) or to the extent
     permitted by Applicable Law (after reasonable prior notice to the
     Borrower);

     (a)     in any proceedings arising out of or in connection with this
             Agreement to the extent reasonably considered by any Continuing
             Randgold Completion Guarantor, the Retiring Randgold Completion
             Guarantor or any Lender Party to be desirable to protect its
             interests;

     (b)     to any prospective assignee or sub-participant subject to obtaining
             an undertaking from such prospective assignee or sub-participant in
             the terms of this Clause;

     (c)     if required to do so by an order of any court of competent
             jurisdiction;

     (d)     in pursuance of any procedure for discovery of documents in any
             proceedings before any such court;

     (e)     pursuant to any law or regulation having the force of law or with
             which the relevant Continuing Randgold Completion Guarantor, the
             Retiring Randgold Completion Guarantor or the relevant Lender Party
             is accustomed to comply; or

     (f)     pursuant to a requirement of any authority with whose requirements,
             of the nature and to the extent in question, the relevant Lender
             Party is accustomed to comply;

     and any of the Continuing Randgold Completion Guarantors, the Retiring
     Randgold Completion Guarantor or any Lender Party shall be entitled so to
     disclose or use any such matter if the information contained therein shall
     have emanated bona fide from some person other than any Obligor or any
     agent of any of them, and such Continuing Randgold Completion Guarantor,
     the Retiring Randgold Completion Guarantor or such Lender Party would but
     for the preceding provisions of this Clause be free so to disclose or use
     the same.

                                      -4-

<PAGE>

9.   CONFIRMATION

     The Borrower, the Continuing Randgold Completion Guarantors, the Retiring
     Randgold Completion Guarantor and the Lender Parties confirm that the
     Original Loan Agreement remains in full force and effect save as amended
     pursuant to this Agreement.

10.  COUNTERPARTS

     This Agreement may be executed and delivered in any number of counterparts.
     each of which, when so executed and delivered, shall be an original, but
     all of which together shall constitute one agreement binding on all of the
     parties to this Agreement.

11.  GOVERNING LAW; ENTIRE AGREEMENT; JURISDICTION

     (a)     This Agreement and all matters and disputes relating hereto shall
             be governed by, and construed in accordance with, English law.

     (b)     This Agreement constitutes the entire understanding among the
             parties hereto with respect to the subject matter hereof and
             supersedes any prior agreements, written or oral, with respect
             thereto.

     (c)     The parties hereto hereby irrevocably agree that the courts of
             England shall have non-exclusive jurisdiction to hear and determine
             any suit action or proceeding (collectively, "PROCEEDINGS"), and
             to settle any disputes, which may arise out of or in connection
             with this Agreement and each other Loan Document and, for such
             purposes, irrevocably submits to the non-exclusive jurisdiction of
             such courts.

     (d)     Each of the Borrower, the Continuing Randgold Completion
             Guarantors, the Retiring Randgold Completion Guarantor and the
             Lender Parties consents generally in respect of any Proceedings to
             the giving of any relief or the issue of any process in connection
             with such Proceedings including, without limitation, the making,
             enforcement or execution against any property or assets whatsoever
             of any order or judgment which may be made or given in such
             Proceedings.

                                      -5-

<PAGE>

The parties hereto have caused this Agreement to be duly executed and delivered
as a deed on the day and year first above written.

THE BORROWER

SOCIETE DES MINES DE MORILA
S.A.

/s/ P L Turner       S Cassim
__________________________________
By:

__________________________________
Name Printed: P L TURNER  S CASSIM

__________________________________
Title:  DIRECTORS

                                      -6-

<PAGE>

THE CONTINUING RANDGOLD COMPLETION GUARANTORS

RANDGOLD RESOURCES LIMITED

/s/ David Ashworth
__________________________
By:

      DAVID ASHWORTH
__________________________
Name Printed:

          DIRECTOR
__________________________
Title:

MORILA LIMITED

/s/ David Ashworth
__________________________
By:

      DAVID ASHWORTH
__________________________
Name Printed:

          DIRECTOR
__________________________
Title:

                                      -7-

<PAGE>

THE RETIRING RANDGOLD COMPLETION GUARANTOR

RANDGOLD & EXPLORATION
COMPANY LIMITED

/s/ David Ashworth
__________________________
By:

      DAVID ASHWORTH
__________________________
Name Printed:

          DIRECTOR
__________________________
Title:

                                      -8-

<PAGE>

THE LENDER PARTIES

per pro N M ROTHSCHILD & SONS
LIMITED, as the Agent, an Arranger and
a Lender

__________________________
By: /s/ C. Coleman
__________________________
Name Printed: C. COLEMAN
__________________________
Title: DIRECTOR

__________________________
By: /s/ Judith Vince
__________________________
Name Printed: Judith Vince
__________________________
Title: Assistant Company Secretary

                                      -9-

<PAGE>

STANDARD BANK LONDON
LIMITED, as an Arranger and a Lender

/s/ Trevor Reid
__________________________
By:

    TREVOR REID
__________________________
Name Printed:

HEAD OF RESOURCE BANKING
__________________________
Title:

/s/ D.M. Newport
__________________________
By:

    D.M. Newport
__________________________
Name Printed:

    Head of mining finance
__________________________
Title:

                                      -10-

<PAGE>

FORTIS BANK (NEDERLAND) N.V., as
a Co-Arranger and a Lender

__________________________
By: /s/ Peter Boogers
__________________________
Name Printed: Peter Boogers
__________________________
Title: Senior Manager

__________________________
By: /s/ Dirk Meulemeester
__________________________
Name Printed: Dirk Meulemeester
__________________________
Title: Director

                                      -11-

<PAGE>

BAYERISCHE HYPO-UND
VEREINSBANK AG, as a Co-Arranger
and a Lender

/s/ Geoffrey Oates
__________________________
By:

__________________________
Name Printed: GEOFFREY OATES

__________________________
Title: VICE-PRESIDENT

/s/ [ILLEGIBLE]
__________________________
By:

__________________________
Name Printed: [ILLEGIBLE]
__________________________
Title: MANAGING DIRECTOR

                                      -12-

<PAGE>

SOCIETE GENERALE, as a Co-Arranger
and a Lender

__________________________
By:

/s/ Judith Mosely
__________________________
Name Printed: JUDITH MOSELY
__________________________
Title: DIRECTOR, MINING PROJECT FINANCE

__________________________
By: /s/ Michael Jones
__________________________
Name Printed: MICHAEL JONES
__________________________
Title: MANAGER, MINING PROJECT FINANCE

                                      -13-

<PAGE>

                                FIRST SCHEDULE
                                    TO
                            SUPPLEMENTAL AGREEMENT

                         CONDITION PRECEDENT DOCUMENTS

1.   In relation to each of the Obligors, a copy certified as being a true,
     complete and up-to-date copy as at a date no earlier than the date of this
     Agreement, by a duly Authorised Representative of such Obligor, of a
     resolution of the board of directors of such Obligor approving the
     execution and delivery of this Agreement and the performance of the Amended
     and Restated Loan Agreement and the terms and conditions hereof and thereof
     and authorising an Authorised Representative of such Obligor to execute
     this Agreement and any other documents to be executed and delivered by such
     Obligor pursuant hereto.

2.   In relation to AngloGold Limited ("ANGLOGOLD"), a copy certified as being
     a true, complete and up-to-date copy as at a date no earlier than the date
     of this Agreement, by a duly authorised officer of AngloGold, of a
     resolution of the board of directors of AngloGold approving the execution,
     delivery and performance of the AngloGold Guarantee Agreement (as defined
     in paragraph 4 below) and the terms and conditions thereof and authorising
     an authorised officer of AngloGold to execute the AngloGold Guarantee
     Agreement and any other documents, including the Operating Agreement
     Guarantee, to be executed and delivered by AngloGold pursuant hereto or
     thereto.

3.   In relation to AngloGold Morila Holdings Limited ("ANGLOGOLD (BVI)"), a
     copy certified as being a true, complete and up-to-date copy as at a date
     no earlier than the date of this Agreement, by a duly authorised officer of
     AngloGold (BVI), of a resolution of the board of directors of AngloGold
     (BVI) approving the execution, delivery and performance of each of the
     AngloGold Security Agreements (as defined in the Amended and Restated Loan
     Agreement) and the terms and conditions thereof and authorising an
     authorised officer of AngloGold (BVI) to execute each of the AngloGold
     Security Agreements (as so defined) and any other documents to be executed
     and delivered by AngloGold (BVI) pursuant hereto or thereto.

4.   A counterpart of the Guarantee Agreement in substantially the form set out
     in the Second Schedule hereto (the "ANGLOGOLD GUARANTEE AGREEMENT"), duly
     executed and delivered by AngloGold.

5.   An opinion of Webber: Wentzel Bowens, legal advisers in South Africa to
     AngloGold, in substantially the form set out in Part 1 of the Third
     Schedule hereto.

6.   An opinion of Mayer, Brown & Platt, legal advisers in England to the Lender
     Parties, in substantially the form set out in Part 2 of the Third Schedule
     hereto.

7.   A letter(s) executed by St James's Corporate Services Ltd, confirming its
     appointment as process agent for AngloGold in accordance with Clause 7.5 of
     the AngloGold Guarantee Agreement and Clause 11.2(a) of the Operating
     Agreement Guarantee.

                                      -14-

<PAGE>

8.   Evidence satisfactory to the Agent that the Political Risk Insurance shall
     continue in full force and effect following the effectiveness and
     implementation of this Agreement and the AngloGold Guarantee Agreement.

9.   Evidence of the issue of all Approvals (including any relevant Approvals
     from the Reserve Bank of South Africa and from the Government of Mali)
     which are required (a) to enable AngloGold to enter into, and perform its
     obligations under, the AngloGold Guarantee Agreement, and (b) to enable the
     Original Loan Agreement to be amended and restated in the manner
     contemplated by this Agreement.

10.  A certificate of the Secretary or similar officer of the Operator (as
     defined in the Amended and Restated Loan Agreement) as to the incumbency
     and signature of those of its officers authorised to act with respect to
     the Completion Certificates and each other document to be executed by it
     and each other matter contemplated by the Amended and Restated Loan
     Agreement, upon which certificate each Lender Party may conclusively rely
     until it shall have received a further certificate of the Secretary or
     similar officer of the Operator (with prospective effect only) cancelling
     or amending such prior certificate.

11.  A Deed of Amendment to the Borrower Security Agreement (Offshore Assets),
     pursuant to which (a) the Operating Agreement is included as an Assigned
     Agreement under (and as defined in) the Borrower Security Agreement
     (Offshore Assets), and (b) the Obligations of Morila Holdings under the
     Loan Documents are included as Liabilities under (and as defined in) the
     Borrower Security Agreement (Offshore Assets), duly executed and delivered
     by the Borrower and the Agent.

12.  A Notice of Assignment to the Operator to evidence the assignment of the
     Borrower's present and future right, title and interest under the Operating
     Agreement as security pursuant to the Borrower Security Agreement
     (Offshore Assets).

13.  A Letter of Acknowledgement from the Operator to evidence the Operator's
     acknowledgement and consent to the assignment of the Borrower's present
     future right, title and interest under the Operating Agreement as security
     pursuant to the Borrower Security Agreement (Offshore Assets).

14.  A Step-In and Acknowledgement Agreement, executed by the Operator, the
     Borrower and the Agent, pursuant to which the Operator (a) acknowledges
     and consents to the security created by the Borrower Security Agreement
     (Offshore Assets) over the right, benefit and interest of the Borrower
     under the Operating Agreement and (b) grants the Agent the right to assume
     the rights and obligations of the Borrower under the Operating Agreement
     upon the occurrence of a default by the Borrower.

15.  A counterpart of the Operating Agreement Guarantee in substantially the
     form set out in the Fourth Schedule hereto, duly executed and delivered by
     AngloGold.

16.  A Deed of Amendment to the RRL Security Agreement, pursuant to which the
     Obligations of Morila Holdings under the Loan Documents are included
     as Liabilities

                                      -15-

<PAGE>

     under (and as defined in) the RRL Security Agreement, duly executed and
     delivered by RRL and the Agent.

                                      -16-

<PAGE>

                                                                       EXHIBIT A
                                                                 TO SUPPLEMENTAL
                                                                       AGREEMENT
                             Dated 21 December, 1999

                         SOCIETE DES MINES DE MORILA S.A.
                               as the Borrower

                          RANDGOLD RESOURCES LIMITED
                   [RANDGOLD & EXPLORATION COMPANY LIMITED](1)
                               MORILA LIMITED(2)
                     as the Randgold Completion Guarantors

                 VARIOUS BANKS AND OTHER FINANCIAL INSTITUTIONS
                                as the Lenders

                        N M ROTHSCHILD & SONS LIMITED
                        STANDARD BANK LONDON LIMITED
                              as the Arrangers

                      BAYERISCHE HYPO-UND VEREINSBANK AG
                       [FORTIS BANK (NEDERLAND) N.V.](3)
                             [SAMPO BANK PLC](4)

                              SOCIETE GENERALE
                            as the Co-Arrangers

                                     and

                          N M ROTHSCHILD & SONS LIMITED
                          as the Agent for the Lenders

                  _____________________________________________

                                 LOAN AGREEMENT

                  _____________________________________________

                                    MAYER
                                    BROWN
                                    &PLATT

                              Bucklersbury House
                           3 Queen Victoria Street
                               London, ECAN 8EL
                           Telephone: 020 7246 6200
                              Fax: 020 7329 4465
                             Reference: 99514374

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

(1)    Released from its obligations pursuant to the Supplemental Agreement.

(2)    Previously called Randgold Resources (Morila) Limited.

(3)    Previously called Mees Pierson N.V.

(4)    Previously called Leonia Bank plc. Sampo Bank plc has transferred its
       interest under the Loan Agreement to Standard Bank London Limited.

<PAGE>

<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
CLAUSE                                                                            PAGE
       <S>    <C>                                                                   <C>
       1.     DEFINITIONS............................................................3

              1.1     Defined Terms..................................................3
              1.2     Additional Definitions........................................28
              1.3     Interpretation................................................30
              1.4     Use of Defined Terms..........................................31
              1.5     Cross-References..............................................31
              1.6     Accounting and Financial Determinations.......................31
              1.7     Change in Accounting Principles...............................31
              1.8     Dollar Equivalency Determinations.............................32
              1.9     Project Determinations, etc...................................32
              1.10    General Provisions as to Certificates and Opinions, etc.......33

       2.     COMMITMENTS; BORROWING AND INTEREST PERIOD
              SELECTION PROCEDURES, ETC.............................................34

              2.1     Commitments...................................................34
              2.2     Procedure for Making Loans....................................34
              2.3     Continuation Elections........................................35
              2.4     Cancellation..................................................36
              2.5     Records.......................................................36
              2.6     Funding.......................................................36

       3.     PRINCIPAL PAYMENTS; INTEREST..........................................37

              3.1     Principal Payments............................................37
              3.2     Interest Payments.............................................38
              3.3     Fees..........................................................40

       4.     PROJECT ACCOUNTS......................................................40

              4.1     Operating Account.............................................40
              4.2     Account in Mali...............................................41
              4.3     Debt Service Reserve Account..................................42
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
                                             (continued)
CLAUSE                                                                            PAGE
       <S>    <C>                                                                   <C>
              4.4     General Provisions Relating to the Project Accounts...........43

       5.     INCREASED COSTS; TAXES; MARKET DISRUPTIONS;
              GENERAL PAYMENT PROVISIONS............................................46

              5.1     Dollars Unavailable...........................................46
              5.2     Increased Costs, etc..........................................47
              5.3     Funding Losses................................................47
              5.4     Capital Costs.................................................48
              5.5     Illegality....................................................49
              5.6     Taxes.........................................................49
              5.7     Mitigation....................................................51
              5.8     Payments, Computations, etc...................................51
              5.9     Redistribution of Payments....................................52
              5.10    Setoff........................................................53
              5.11    Application of Proceeds.......................................54
              5.12    Currency of Payment...........................................55

       6.     CONDITIONS PRECEDENT TO MAKING LOANS................................. 55

              6.1     Initial Loans.................................................55
              6.2     All Loans.....................................................61

       7.     REPRESENTATIONS AND WARRANTIES........................................62

              7.1     Organisation, Power, Authority, etc...........................62
              7.2     Due Authorisation; Non-Contravention..........................63
              7.3     Validity, etc.................................................63
              7.4     Legal Status..................................................64
              7.5     Financial Information.........................................64
              7.6     Absence of Default............................................64
              7.7     Litigation, etc...............................................64
              7.8     Materially Adverse Effect.....................................65
              7.9     Burdensome Agreements.........................................65
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
                                            (continued)
CLAUSE                                                                            PAGE
       <S>    <C>                                                                  <C>
              7.10    Taxes and Other Payments......................................65
              7.11    Mining Rights, Project Assets, Insurance......................66
              7.12    Ownership and Use of Properties; Liens........................66
              7.13    Subsidiaries..................................................66
              7.14    Intellectual Property.........................................67
              7.15    Technology....................................................67
              7.16    Approvals; Project Documents..................................67
              7.17    Adequacy of Information.......................................68
              7.18    Environmental Warranties......................................68
              7.19    Pari Passu....................................................70
              7.20    Royalties, etc................................................70

       8.     COVENANTS.............................................................71

              8.1     Certain Affirmative Covenants.................................71
              8.2     Certain Negative Covenants....................................86

       9.     EVENTS OF DEFAULT.....................................................94

              9.1     Events of Default.............................................94
              9.2     Action if Bankruptcy.........................................100
              9.3     Action if Other Event of Default.............................100
              9.4     Event of Default after Release Date..........................101

       10.    THE AGENT, THE ARRANGERS AND THE CO-ARRANGERS........................101

              10.1    Appointment..................................................101
              10.2    Reliance, etc................................................102
              10.3    Actions......................................................103
              10.4    Limitation on Actions........................................103
              10.5    Indemnification by Lenders...................................104
              10.6    Exculpation..................................................104
              10.7    Waiver.......................................................104
              10.8    Banking Activities...........................................105
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
                                            (continued)
CLAUSE                                                                            PAGE
       <S>    <C>                                                                  <C>
              10.9    Resignation and Replacement..................................105
              10.10   Discharge....................................................105
              10.11   Credit Decisions.............................................106
              10.12   Rothschild as the Agent......................................106
              10.13   Rothschild and SBL as Arrangers..............................106
              10.14   Interpretation...............................................107
              10.15   Agent to Conduct Proceedings.................................107
              10.16   Decisions by the Lenders.....................................107
              10.17   Manner of Reference to Lenders...............................108

      11.     MISCELLANEOUS........................................................108

              11.1    Waivers, Amendments, etc.....................................108
              11.2    Notices......................................................109
              11.3    Costs and Expenses...........................................110
              11.4    Indemnification..............................................111
              11.5    Survival.....................................................112
              11.6    Severability.................................................112
              11.7    Headings.....................................................113
              11.8    Counterparts, Effectiveness, etc.............................113
              11.9    Governing Law; Entire Agreement..............................113
              11.10   Assignments and Transfers by the Obligors....................113
              11.11   Assignments and Transfers by the Lenders; Additional Lender..113
              11.12   Other Transactions...........................................116
              11.13   Forum Selection and Consent to Jurisdiction..................116
              11.14   Waiver of Immunity...........................................117
              11.15   English Language.............................................117
              11.16   Entire Agreement.............................................117
              11.17   Confidentiality Obligations..................................117
              11.18   Permitted Disclosure.........................................118
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
CLAUSE                                                                            PAGE
       <S>                             <C>
       SCHEDULES

       SCHEDULE 1                      DISCLOSURE SCHEDULE
       SCHEDULE 2                      CASH FLOW SCHEDULE
       SCHEDULE 3                      HEDGING POLICY
       SCHEDULE 4                      FORM OF EXCESS CASH FLOW CALCULATION
                                       CERTIFICATE
</TABLE>

                                      -i-

<PAGE>

THIS LOAN AGREEMENT, dated 21 December, 1999 (as amended pursuant to the letter
agreement, dated 10 April, 2000 (the "LETTER AGREEMENT"), the supplemental
agreement, dated 15 June, 2001 (the "SUPPLEMENTAL AGREEMENT"), and as further
amended, modified or supplemented in accordance with the terms hereof, this
"AGREEMENT"), between:

(1)  SOCIETE DES MINES DE MORILA S.A., a company (societe anonyme) organised
     and existing under the laws of the Republic of Mali (the
     "BORROWER");

(2)  RANDGOLD RESOURCES LIMITED, a company incorporated under the laws of Jersey
     ("RRL")[, RANDGOLD & EXPLORATION COMPANY LIMITED, a company organised and
     existing under the laws of the Republic of South Africa ("RECL"),](5) and
     MORILA LIMITED(6), a company incorporated under the laws of Jersey
     ("MORILA HOLDINGS" and, collectively with RRL, the "RANDGOLD COMPLETION
     GUARANTORS");

(3)  the banking and/or financial institutions referred to on the signature
     pages hereof as the lenders (collectively, the "LENDERS");

(4)  N M ROTHSCHILD & SONS LIMITED, a bank organised and existing under the laws
     of England (in its individual capacity, "ROTHSCHILD") and STANDARD BANK
     LONDON LIMITED, a bank organised and existing under the laws of England (in
     its individual capacity, "SBL"), in their capacity as arrangers of the
     financing contemplated by this Agreement, (collectively, the
     "ARRANGERS");

(5)  BAYERISCHE HYPO-UND VEREINSBANK AG, [FORTIS BANK (NEDERLAND) N.V.](7),
     [SAMPO BANK PLC](8) and SOCIETE GENERALE, in their capacity as
     co-arrangers of the financing contemplated by this Agreement (collectively,
     the "CO-ARRANGERS"); and

(6)  Rothschild, in its capacity as the agent for the Lenders (in such capacity,
     the "AGENT").

WHEREAS:

(A)  The Borrower owns the Morila project comprising a gold deposit located
     approximately 180 kilometres southeast of Bamako in Mali in the
     Arrondissement of Sanso, Cercle of Bougouni and region of Sikasso and the
     Borrower proposes to construct and operate a mine and related facilities to
     mine and develop such deposit in accordance with the Development Plan (such
     development, the "Morila Project");

(B)  The Borrower has requested that the Lenders extend Commitments to the
     Borrower to make Loans denominated in Dollars available to the Borrower for
     the purpose of financing Project Costs incurred in the construction of the
     Morila Project;

------------------------------
(5)    Released from its obligations pursuant to the Supplemental Agreement.

(6)    Previously called Randgold Resources (Morila) Limited.

(7)    Previously called Mees Pierson N.V.

(8)    Previously called Leonia Bank plc. Sampo Bank plc has transferred its
       interest under the Loan Agreement to Standard Bank London Limited.

<PAGE>

(B)  The Borrower has requested that the Lenders extend Commitments to the
     Borrower to make Loans denominated in Dollars available to the Borrower for
     the purpose of financing Project Costs incurred in the construction of the
     Morila Project;

(C)  Each of the Lenders is willing, on the terms and conditions set forth
     herein, to extend its Commitment to make Loans to the Borrower;

(D)  (a)     RECL owns, indirectly, 61.9% of the shares of capital stock of RRL;

     (b)     at all times prior to the AngloGold Acquisition Date RRL
             owned, directly, one hundred percent (100%) of the shares of
             capital stock of Morila Holdings; and

     (c)     Morila Holdings owns (together with any directors qualifying
             shares held by directors of the Borrower as nominee for Morila
             Holdings (collectively "DIRECTORS QUALIFYING SHARES")), directly,
             eighty percent (80%) of the shares of capital stock of the
             Borrower;

(E)  In consideration of the Lender Parties agreeing to enter into this
     Agreement, as security for the due and punctual payment and
     performance of the Borrower's Obligations:

       (a)     the Borrower has agreed to grant a lien to the Agent (for the
               rateable benefit of the Lender Parties) over all of its right,
               title and interest in and to the Project Assets;

       (b)     RRL has agreed to grant a lien to the Agent (for the rateable
               benefit of the Lender Parties) over all of its right, title and
               interest in and to the shares of capital stock of Morila
               Holdings;

       (c)     Morila Holdings has agreed to grant a lien to the Agent (for the
               rateable benefit of the Lender Parties) over all of its right,
               title and interest in and to the share capital and voting rights
               of the Borrower;

       (d)     the holders of Approved Subordinated Indebtedness have, to the
               extent set forth in the relevant Subordination Agreements, agreed
               to fully subordinate each and every one of its rights in respect
               of indebtedness owing to them by the Borrower and RRL to the
               payment and performance of the Obligations of the Borrower and
               RRL, respectively; and

       (e)     the Completion Guarantors have agreed with the Lender Parties at
               all times prior to the Release Date to jointly and severally
               guarantee the due and punctual payment and performance of the
               Borrower's Obligations and to enter into certain other
               undertakings in favour of the Lender Parties, in each case as set
               forth in the Guarantee Agreements; and

(F)  On the AngloGold Acquisition Date, AngloGold Morila Holdings Limited, a
     company organised and existing under the laws of the British Virgin
     Islands ("ANGLOGOLD (BVI)")(and, a wholly owned subsidiary of AngloGold
     Limited, a company organised and existing under the laws of the Republic of
     South Africa ("ANGLOGOLD")), acquired fifty percent (50%) of the shares
     of capital stock of Morila Holdings and assumed all rights and obligations
     in respect of fifty percent (50%) of

                                      -2-

<PAGE>

     Approved Subordinated Indebtedness outstanding from the Borrower to RRL
     and, in connection therewith and in connection with the effectiveness of
     the Supplemental Agreement:

       (a)     AngloGold (BVI) has agreed:

               (i)     to grant a lien to the Agent (for the rateable benefit of
                       the Lender Parties) over all of its right, title and
                       interest in and to the shares of capital stock of
                       Morila Holdings; and

               (ii)    to the extent set forth in the relevant Subordination
                       Agreement, to fully subordinate each and every one of its
                       rights in respect of indebtedness owing to it by the
                       Borrower to the payment and performance Obligations of
                       the Borrower; and

       (b)     AngloGold has agreed, at all times prior to the Release Date, to
               guarantee the due punctual payment of the Borrower's Obligations
               and to enter into certain other undertakings in favour of the
               Lender Parties as set forth in the AngloGold Guarantee Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy
whereof is hereby acknowledged by each party hereto, the parties hereto hereby
agree as follows:

1.   DEFINITIONS

1.1  DEFINED TERMS

     The following terms (whether or not underscored) when used in this
     Agreement, including its preamble and recitals, shall have the following
     meanings:

     "ACTUAL CASH FLOW" means, in relation to any period, the excess (if any)
     of:

     (a)     the excess of:

             (i)     total Dollars realised from sales (including sales
                     pursuant to hedging arrangements) of Gold from Production;
                     less

             (ii)    the aggregate amount in Dollars payable by way of
                     production royalties calculated and payable as a percentage
                     of Gold produced and sold in connection with the operation
                     of the Mine; less

     (b)     Project Costs, in each case calculated for such period.

     "AGENT" is defined in the preamble and shall include the Agent acting in
     its capacity as security trustee pursuant to any of the Security
     Agreements.

     "AGREEMENT" is defined in the preamble.

     "ANGLOGOLD" is defined in the sixth recital.

     "ANGLOGOLD ACQUISITION DATE" means 6 July, 2000.

                                      -3-

<PAGE>

     "ANGLOGOLD (BVI)" is defined in the sixth recital.

     "ANGLOGOLD DEBENTURE" means that certain Debenture, dated July 6, 2000,
     between AngloGold (BVI) and the Agent.

     "ANGLOGOLD GROUP" means AngloGold, its subsidiaries and subsidiary
     undertakings and their subsidiaries and subsidiary undertakings.

     "ANGLOGOLD GUARANTEE AGREEMENT" means the Guarantee Agreement between
     AngloGold and the Agent entered into in connection with the implementation
     of the Supplemental Agreement.

     "ANGLOGOLD SECURITY AGREEMENTS" means, collectively, the AngloGold
     Debenture and the AngloGold Subordination Agreement.

     "ANGLOGOLD SUBORDINATION AGREEMENT" means the agreement referred to in
     clause (c) of the definition of the term "Subordination Agreements".

     "APPLICABLE LAW" means, with respect to any person or matter, any
     supranational, national, federal, state, regional, tribal or local statute,
     law, rule, treaty, convention, regulation, order, decree, directive,
     consent decree, determination or other requirement (whether or not having
     the force of law but being one which a responsible organisation would
     regard as binding on it) relating to such person or matter and, where
     applicable, any interpretation thereof by any Governmental Agency having
     jurisdiction with respect thereto or charged with the administration or
     interpretation thereof.

     "APPLICABLE MARGIN" means:

     (a)     at all times prior to the Release Date one and one fifth percent
             (1.20%) per annum; and

     (b)     at any time on or after the Release Date, two percent (2.00%) per
             annum.

     "APPROVAL" means an approval, authorisation, license, permit, consent,
     filing or registration by or with any Governmental Agency or other person
     whether or not referred to in Item 1 ("APPROVALS") of the Disclosure
     Schedule.

     "APPROVED SUBORDINATED INDEBTEDNESS" means any intercompany indebtedness
     outstanding from the Borrower to either of RRL or AngloGold (BVI) and from
     RRL to either of RECL or (at any time on or prior to the AngloGold
     Acquisition Date) Barnex and which is, in each such case, subject to the
     terms and conditions of the Subordination Agreements.

     "ARRANGERS" is defined in the preamble.

     "AUTHORISED REPRESENTATIVE" means, relative to any Obligor or the
     Independent Engineer, those of its officers whose signatures and incumbency
     shall have been certified to the Agent pursuant to Clause 6.1.1 and
     relative to the Operator, those of its officers whose signatures and
     incumbency shall have been certified to the Agent pursuant to the First
     Schedule to the Supplemental Agreement.

                                      -4-

<PAGE>

     "BARNEX" means Barnato Exploration Limited, a company organised and
     existing under the laws of South Africa.

     "BARNEX LOAN AGREEMENT" means, collectively, the two agreements, dated 27
     August, 1999 and 10 December, 1999, and each between Barnex and RRL.

     "BASE CASE CASH FLOW MODEL" means the financial model, contained on a
     computer disk entitled "Morila Project - Base Case Cash Flow Model" and
     delivered by the Agent to the Lenders in connection with the implementation
     of the Supplemental Agreement.

     "BORROWER" is defined in the preamble.

     "BORROWER SECURITY AGREEMENT (FIXED ASSETS)" means the Security
     Agreement, dated on or about the date of the Supplemental Agreement,
     between the Borrower and the Agent.

     "BORROWER SECURITY AGREEMENT (MALI BANK ACCOUNT CHARGE)" means the
     Security Agreement between the Borrower, the Agent and the Project Account
     Bank (Mali), substantially in the form of Exhibit A-3 attached hereto.

     "BORROWER SECURITY AGREEMENT (MALI GOODWILL CHARGE)" means the Security
     Agreement between the Borrower and the Agent, substantially in the form of
     Exhibit A-1 attached hereto.

     "BORROWER SECURITY AGREEMENT (MALI EXPLOITATION PERMIT CHARGE)" means the
     Security Agreement between the Borrower and the Agent, substantially in the
     form of Exhibit A-2 attached hereto.

     "BORROWER SECURITY AGREEMENT (OFFSHORE ASSETS)" means the Security
     Agreement between the Borrower and the Agent, substantially in the form of
     Exhibit A-4 attached hereto.

     "BORROWING DATE" means a Business Day (occurring on or prior to the
     Commitment Termination Date and coinciding with the first day of an
     Interest Period with respect to the relevant Loans) on which Loans are to
     be made pursuant to Clause 2.2.

     "BORROWING REQUEST" means a loan request and certificate duly executed by
     an Authorised Representative of the Borrower, substantially in the form of
     Exhibit H attached hereto.

     "BUSINESS DAY" means:

     (a)     any day which is not a Saturday, Sunday, legal holiday or any other
             day on which banks are authorised or required to be closed in
             London, England, Amsterdam, The Netherlands or New York, New York;
             and/or

     (b)     relative to the calculation of the LIBO Rate, any day on which
             dealings in Dollars are carried on in the London interbank market;
             and/or

                                      -5-

<PAGE>

     (c)     relative to the determination of the London Gold Price or the
             determination of the Dollar equivalent of any amount based on the
             London Gold Price, any day on which dealings in Gold are carried on
             between members of the LBMA in London.

     "CALCULATION DATE" means each 31 March, 30 June, 30 September and 31
     December in each calendar year commencing with the first such date to occur
     after the Economic Completion Date.

     "CAPITAL CONTRIBUTION" means a cash contribution made (whether in cash or
     otherwise and whether directly or indirectly) by one person to the ordinary
     share capital or equity of another person.

     "CAPITAL EXPENDITURES" means, for any period and with respect to any
     person, the sum of:

     (a)     the aggregate amount of all expenditures of such person for fixed
             or capital assets (including expenditures incurred in connection
             with deferred development costs) made during such period which
             would be classified as capital expenditures;

     PLUS

     (b)     the aggregate amount of all Capital Leases which such person has
             entered into as lessee.

     "CAPITAL LEASES" means any lease of property (real or personal) which
     would be classified as a borrowing.

     "CASH EQUIVALENT INVESTMENT" means, at any time:

     (a)     securities maturing not more than twelve (12) months from the date
             of issue, which are issued by the government of any of Japan,
             Germany, France, the United Kingdom or the United States; or

     (b)     any negotiable certificate of deposit or bankers' acceptance (in
             either case, in certificated form and denominated in U.S. Dollars),
             maturing not more than one year after such time, which is issued
             (or, in the case of a bankers' acceptance, accepted) by a
             commercial banking institution organised under the laws of an OECD
             member country that has a combined capital and surplus and
             undivided profits of not less than U.S.$1,000,000,000 (or the
             equivalent thereof in any other currency).

     "CASH FLOW MODEL" means the computer model used to prepare the Cash Flow
     Schedule, a copy of which is held by the Agent and the Borrower and
     identified as Morila 2001 v2.0, as the same may be amended, modified or
     supplemented from time to time as a result of changes thereto made pursuant
     to Clause 1.9(b)(ii).

     "CASH FLOW SCHEDULE" means the schedule of projected Future Net Cash Flow
     of the Morila Project produced from the Cash Flow Model, currently in the
     form of Schedule 2 attached hereto, and as the same may be amended,
     modified or

                                      -6-

<PAGE>

     supplemented from time to time as a result of changes in any of parameters
     contemplated by the Cash Flow Model.

     "CASH SWEEP CALCULATION DATE" means, in connection with each Cash Sweep
     Calculation Period, the last Business Day of the second calendar month
     immediately following the last Business Day of such Cash Sweep Calculation
     Period.

     "CASH SWEEP CALCULATION PERIOD" means, initially, the period commencing
     with the first Business Day after the Release Date and ending on the last
     Business Day of the calendar quarter in which such Business Day occurs, and
     thereafter each consecutive calendar quarter.

     "CFA" means the lawful currency of Mali as in effect from time to
     time.

     "CHANGE IN CONTROL" means any of:

     (a)     the failure of Morila Holdings to own (and to have sole power to
             vote and dispose of), directly and free and clear of all liens
             (other than the lien in favour of the Lender Parties granted
             pursuant to the Morila Holdings Security Agreement and inclusive of
             Directors Qualifying Shares), at least eighty percent (80%) of the
             share capital (however designated) of the Borrower;

     (b)     the failure of RRL and AngloGold (BVI) to own (and to have sole
             power to vote and dispose of), collectively, directly and free and
             clear of all liens (other than the liens in favour of the Lender
             Parties granted pursuant to the RRL Security Agreement and the
             AngloGold Debenture), one hundred percent (100%) of the share
             capital (however designated) of Morila Holdings;

     (c)     the failure of AngloGold (BVI) to own (and to have sole power to
             vote and dispose of), directly or indirectly and free and clear of
             all liens (other than the liens in favour of the Lender Parties
             granted pursuant to the AngloGold Debenture) at least fifty percent
             (50%) of the share capital (however designated) of Morila Holdings;
             or

     (d)     the failure of AngloGold to own (and to have sole power to vote and
             dispose of) directly or indirectly and free and clear of all liens,
             one hundred percent (100%) of the share capital (however
             designated) of AngloGold (BVI).

     "CO-ARRANGERS" is defined in the preamble.

     "COMMITMENT" means, relative to any Lender, such Lender's obligation to
     make and to maintain its Loans, in each case pursuant to the terms and
     subject to the conditions of this Agreement.

     "COMMITMENT AMOUNT" means:

     (a)     in relation to any Lender party hereto on the Supplemental
             Agreement Effective Date, the amount set forth opposite its name
             on the signature

                                      -7-

<PAGE>

          pages hereto under the heading "COMMITMENT AMOUNT" as the same may be
          reduced pursuant to this Agreement; and

     (b)  in relation to a Transferee Lender which becomes a Lender
          subsequent to the Supplemental Agreement Effective Date, the amount
          (if any) of such Commitment Amount assumed from the Transferor Lender
          pursuant to the Transfer Certificate by which such Transferee Lender
          became a party to this Agreement as a Lender, in each case as such
          amount may be adjusted pursuant to any other Transfer Certificate to
          which such Lender or Transferee Lender, as the case may be, is a
          party.

     "COMMITMENT TERMINATION DATE" means the date which is five (5) Business
     Days after the occurrence of the Supplemental Agreement Effective Date or
     if earlier, the date of the termination of each Commitment pursuant to
     Clause 9.2 or 9.3.

     "COMMITTED HEDGING AGREEMENTS" means net forward sale, spot deferred sales
     or other contracts (including put options when any Obligor or AngloGold (or
     any subsidiary of AngloGold) is the buyer of Gold and call options where
     any Obligor or AngloGold (or any subsidiary of AngloGold) is the seller of
     Gold) providing for a binding commitment to sell Gold.

     "COMPLETION CERTIFICATES" means each of the Economic Completion Certificate
     and the Mechanical Completion Certificate.

     "COMPLETION DEPOSIT ACCOUNT" means the account maintained by RRL with the
     Agent for the purpose of maintaining the cash deposit referred to in Clause
     6.1.7(e).

     "COMPLETION GUARANTOR PRIOR CONTRIBUTION" is defined in Clause 6.1.7(d).

     "COMPLETION GUARANTORS" means, collectively, the Randgold Completion
     Guarantors and AngloGold.

     "COMPLIANCE CERTIFICATE" means a certificate duly executed by an Authorised
     Representative of the Borrower and the Operator substantially in the form
     of Exhibit J attached hereto.

     "CONSTRUCTION CONTRACT" means, collectively:

     (a)  the "CONTRACT FOR DESIGN, SUPPLY, CONSTRUCTION AND COMMISSIONING
          OF MORILA GOLD PROCESSING PLANT AND INFRASTRUCTURE" dated 11 November,
          1999, between RRL and Metallurgical Design and Management Ltd; and

     (b)  the undertaking (Reference: C274; GM/jr/17845), from Metallurgical
          Design and Management (Pty) Ltd. in favour of RRL.

     "CONSTRUCTION CONTRACTOR" means, collectively, Metallurgical Design and
     Management Ltd. and Metallurgical Design and Management (Pty) Ltd. or such
     other company (or companies) as may be appointed to construct the Mine in
     accordance with the proviso to Clause 9.1.14.

                                      -8-

<PAGE>

     "CONTINGENT LIABILITY" means any agreement, undertaking or arrangement by
     which any person guarantees, endorses or otherwise becomes or is
     contingently liable upon (by direct or indirect agreement, contingent or
     otherwise, to provide funds for payment, to supply funds to, or otherwise
     to invest in, a debtor, or otherwise to assure a creditor against loss in
     respect of) the indebtendness, obligation or any other liability of any
     other person (other than by endorsements of instruments in the course of
     collection), or guarantees the payment of dividends or other distributions
     upon the shares of any other person. The amount of any person's obligation
     under any Contingent Liability shall (subject to any limitation set forth
     therein) be deemed to be the outstanding principal amount (or maximum
     principal amount, if larger) of the debt, obligation or other liability
     guaranteed thereby.

     "CONTINUATION NOTICE" means a notice of continuation and certificate duly
     executed by an Authorised Representative of the Borrower, substantially in
     the form of Exhibit I attached hereto.

     "CONTRACTUAL OBLIGATION" means, relative to any person, any provision of
     any security issued by such person or of any Instrument or undertaking to
     which such person is a party or by which it or any of its property is
     bound.

     "DEBT SERVICE RESERVE ACCOUNT" is defined in Clause 4.3(a).

     "DEFAULT" means any Event of Default or any condition or event which, after
     notice, lapse of time, the making of any required determination or any
     combination of the foregoing, would constitute an Event of Default.

     "DEVELOPMENT PLAN" means, collectively the Feasibility Study, the Technical
     Review and the Base Case Cash Flow Model. In the event of any inconsistency
     between the contents of the Feasibility Study and the contents of the
     Technical Review, the latter shall govern for all purposes of this
     Agreement.

     "DIRECTORS QUALIFYING SHARES" is defined in the fourth recital.

     "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
     Schedule 1.

     "DISCOUNT RATE" means, in connection with the calculation on any date of
     Present Value of Future Net Cash Flow for any current or future Calculation
     Date, an interest rate per annum in the amount of the sum of:

     (a)  the average daily LIBO Rate (determined for nominal Interest
          Periods of six (6) months) for the six (6) month period ending on such
          date of calculation as certified by the Agent;

     PLUS

     (b)  the Applicable Margin as in effect on the relevant Calculation
          Date.

     "DOLLAR" and the sign "U.S.$" mean lawful money of the United States of
     America.

                                      -9-

<PAGE>

     "DOLLAR LENDING OFFICE" means:

     (a)  with respect to each Lender, the office of such Lender designated
          as such below its signature hereto or such other office of such Lender
          as may be designated from time to time by notice from such Lender to
          the Agent and the Borrower; and

     (b)  with respect to the Agent, the office of the Agent designated as
          such from time to time by notice to the Borrower and each Lender.

     "ECONOMIC COMPLETION" means the achievement of certain production,
     shipment, economic and legal criteria as set out in the Economic Completion
     Certificate (or such other alternative criteria as the Lenders may agree
     with the Borrower from time to time).

     "ECONOMIC COMPLETION CERTIFICATE" means a certificate (together with all
     attachments thereto) duly executed in one or more counterparts by an
     Authorised Representative of the Borrower, the Operator and the Independent
     Engineer, substantially in the form of Exhibit F-4 attached hereto as the
     same may be amended pursuant to Clause 1.9(b)(iii) or in such other form as
     the Lenders may consent to in order to reflect any alternative criteria of
     the nature referred to in the definition of Economic Completion).

     "ECONOMIC COMPLETION DATE" means the first Business Day immediately
     following the day on which the Agent shall have received:

     (a)  counterparts of the Economic Completion Certificate executed by
          each person referred to in the definition thereof; and

     (b)  a Compliance Certificate calculated (on the basis of the Cash Flow
          Schedule as then in effect (including any changes thereto arising as a
          result of the circumstances referred to in Clause 1.9(b)(i)(y)) as at
          the proposed Economic Completion Date pursuant to Clause 8.1.1(c)
          together with, in each such case, an independent verification from the
          Independent Engineer in form reasonably satisfactory to the Agent with
          respect to:

            (x)  the statements and calculations contained in such Economic
                 Completion Certificate and Compliance Certificate; and

            (y)  the development of the Morila Project in a manner which is
                 consistent with the Development Plan.

     "EFFECTIVE DATE" is defined in Clause 11.8.

     "ENFORCEMENT EVENT" shall mean either:

     (a)  the occurrence of any Insolvency Default; or

     (b)  the acceleration of all or any portion of the outstanding
          Principal Amount of the Loans and/or other Obligations pursuant to
          Clause 9.2 or 9.3 as a result of the occurrence of any Event of
          Default.

                                      -10-

<PAGE>

     "ENVIRONMENTAL IMPACT STUDY" means the environmental report, dated 28
     February, 1999, prepared by Digby Wells & Associates.

     "ENVIRONMENTAL LAW" means any Applicable Law (including Law No.
     90-17/AN-RM, Law No. 86-42/AN-RM, Law No. 91-047/AN-RM, Decree No. 3564
     IGTLS-AOF, Law 92-013, Law 95-004, Law 95-031 and Law 95-033 in each case,
     of Mali) relating to or imposing liability or standards of conduct
     concerning the environment including laws relating to reclamation of land
     and waterways and laws relating to emissions, discharges, releases or
     threatened releases of pollutants, contaminants, chemicals, or industrial,
     toxic or hazardous substances or wastes into the environment (including
     ambient air, surface water, ground water, land surface or subsurface
     strata) or otherwise relating to the manufacture, processing, distribution,
     use, treatment, storage, disposal, transport or handling of pollutants,
     contaminants, chemicals, or industrial, toxic or hazardous substances or
     wastes.

     "ENVIRONMENTAL REVIEW STANDARDS" is defined in of Clause 7.19(a)(i).

     "ESTABLISHMENT CONVENTION" means, the Establishment Convention (Convention
     D'Etablissement), dated 28th April, 1992, between the Government of Mali
     and BHP Minerals International Inc. as amended by Amendment No. 1 thereto
     in the form attached as Schedule 5 to the Letter Agreement.

     "EVENT OF DEFAULT" is defined in Clause 9.1.

     "EXCESS CASH FLOW" means, in connection with any Cash Sweep Calculation
     Period, the excess (if any), of:

     (a)  the sum of:

          (i)   the Actual Cash Flow for such Cash Sweep Calculation Period;
                plus

          (ii)  Total Cash Balances as at the first Business Day of such Cash
                Sweep Calculation Period; less

     (b)  the amount credited to the Debt Service Reserve Account as at the
          last Business Day of such Cash Sweep Calculation Period.

     "EXCESS CASH FLOW CALCULATION CERTIFICATE" means a certificate in the form
     of Schedule 4 attached hereto executed by a senior financial Authorised
     Representative of the Borrower or similar officer of the Operator.

     "FEASIBILITY STUDY" means the "FEASIBILITY REPORT ON THE MORILA PROJECT,
     MALI", dated February, 1999, prepared by RRL and in the form provided to
     the Lender Parties in connection with their execution of this Agreement.

     "FINAL MATURITY DATE" means 31 December, 2005.

     "FISCAL QUARTER" means any quarter of a Fiscal Year.

     "FISCAL YEAR" means any period of twelve consecutive calender months ending
     on 31 December (or, in the case of the period ending on 31 December, 1999,
     the period of nine consecutive months ending on such date) and references
     to a Fiscal

                                      -11-

<PAGE>

     Year with a number corresponding to any calendar year (e.g., the "1999
     FISCAL YEAR") refer to the Fiscal Year ending on the 31 December occurring
     during such calendar year.

     "FUNDED DEBT SERVICE" means, for any period, the amount in Dollars which
     will be necessary in order to pay in full all principal of and interest and
     other amounts accruing in respect of Funded Indebtedness which (in the case
     of all such principal, interest or other amounts) have, are scheduled to,
     or otherwise are reasonably expected to, become due and payable during that
     period.

     "FUNDED INDEBTENDESS" means, at any date, the aggregate of the Principal
     Amount of all outstanding Loans at such date.

     "FUNDING PERCENTAGE" means, relative to any Lender and at any time, the
     ratio (expressed as a percentage) of:

     (a)  such Lender's Commitment Amount at such time to;

     (b)  the Total Commitment Amount at such time.

    "FUTURE NET CASH FLOW" means, for any period, the excess of:

     (a)  the Dollar equivalent (calculated at the date of determination of
          Future Net Cash Flow:

          (i)   in the case of any such ounces of Gold which are covered by
                a Required Hedging Agreement in effect on the relevant date of
                calculation, at the price for delivery of Gold specified in such
                Required Hedging Agreement (or, if no price other than a floor
                price for delivery of Gold is specified in such Required Hedging
                Agreement, the minimum price for the delivery of Gold referred
                to therein); and

          (ii)  in the case of all other such ounces of Gold, at the
                average London Gold Price for the six month period immediately
                preceding the date of calculation of Future Net Cash Flow)

          of the excess of (x) the total estimated ounces of Gold from
          Production during such period less (y) the aggregate payments of
          ounces of Gold payable (whether in cash or in kind) during such period
          by way of production royalties calculated by reference to a percentage
          of Gold produced and sold in connection with the operations of the
          Mine,

     LESS

     (b)  Project Costs for such period.

     "GAAP" is defined in Clause 1.6.

     "GOLD" means gold bullion measured in fine ounces troy weight.

                                      -12-

<PAGE>

     "GOVERNMENTAL AGENCY" means any supranational, national, federal, state,
     regional, tribal or local government or governmental department or other
     entity charged with the administration, interpretation or enforcement of
     any Applicable Law.

     "GROUP" means the AngloGold Group, the RRL Group, the Morila Holdings Group
     and, to the extent not included in the foregoing, the Relevant Group
     Companies, and "GROUP MEMBER" means any such entity.

     "GUARANTEE AGREEMENTS" means, collectively, the AngloGold Guarantee
     Agreement and the Randgold Guarantee Agreement.

     "HAZARDOUS MATERIAL" means any pollutant or contaminant or hazardous,
     dangerous or toxic chemical, material, substance or waste within the
     meaning of any Environmental Law.

     "HEDGING OBLIGATIONS" means, with respect to any person, all liabilities of
     such person under interest rate swap agreements, interest rate cap
     agreements and interest rate collar agreements, and all other agreements,
     options or arrangements designed to protect such person against
     fluctuations in interest rates, currency exchange rates or precious metals
     prices (including any Required Hedging Agreements).

     "HEDGING POLICY" means the agreed hedging policy in connection with the
     Morila Project attached hereto as Schedule 3.

     "IFC SYAMA PROJECT FINANCING" means the financing for the development of
     the Syama gold project in Mali owned by Societe des Mines de Syama S.A.,
     a direct subsidiary of RRL, made available pursuant to the Project Funds
     Agreement, dated 2 June, 1998, among Societe des Mines de Syama S.A., RRL
     and International Finance Corporation.

     "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or report of
     any independent certified public accountant or any independent chartered
     accountant as to any financial statement of any Obligor, any qualification
     or exception to such opinion or report:

     (a)   which suggests that such Obligor is not or may not be a "GOING
           CONCERN" or which is of a similar nature to the same;

     (b)   which suggests that there has been any limitations in the scope
           of examination of material matters relevant to such financial
           statement; or

     (c)   which questions the treatment or classification of any item in
           such financial statement and which, as a condition to its removal,
           would require an adjustment to such item the effect of which would be
           to cause an Event of Default to have occurred pursuant to Clause
           9.1.19.

     "INDEMNIFIED LIABILITIES" is defined in Clause 11.4.

     "INDEMNIFIED PARTIES" is defined in Clause 11.4.

                                      -13-

<PAGE>

     "INDEPENDENT ENGINEER" means Steffen, Robertson and Kirsten (U.K.) Ltd. or
     such other independent mining consultant as may be retained by the Agent
     (acting in consultation with the Required Lenders and agreed with the
     Borrower) for purposes of reviewing the technical aspects of the Morila
     Project on behalf of the Lender Parties.

     "INDEPENDENT ENGINEER'S CERTIFICATE" means a certificate duly executed by
     an Authorised Representative of the Independent Engineer, substantially in
     the form of Exhibit F-1 attached hereto.

     "INITIAL REPAYABLE INTERCOMPANY INDEBTEDNESS" means the excess of:

     (a)  the Completion Guarantor Prior Contribution; over

     (b)  U.S.$25,000,000.

     "INSOLVENCY DEFAULT" means any condition or event which, after notice,
     lapse of time, the making of any required determination or any combination
     of the following, would constitute an Event of Default of the nature
     referred to in Clause 9.1.6.

     "INSTRUMENT" means any contract, agreement, indenture, mortgage, document
     or writing (whether by formal agreement, letter or otherwise) under which
     any obligation is evidenced, assumed, or undertaken, or any lien (or right
     or interest therein) is granted or perfected or purported to be granted or
     perfected.

     "INSURANCE CONSULTANT" means the Bankrisk Services division of Marsh UK
     Ltd. or such other insurance adviser of international repute as shall be
     retained by the Agent (acting in consultation with the Required Lenders and
     agreed with the Borrower) on behalf of the Lenders.

     "INSURANCE CONSULTANT'S CERTIFICATE" means a certificate duly executed by
     the Insurance Consultant, substantially in the form of Exhibit F-2 attached
     hereto.

     "INSURANCE SUMMARY" is defined in Clause 6.1.6.

     "INTEREST PERIOD" means, relative to any Loan:

     (a)  initially, the period from the date such Loan is made to the day
          which numerically corresponds to the date one (1), three (3) or six
          (6) months thereafter (or such other date as agreed between all the
          Lenders and the Borrower) as the Borrower may irrevocably select in
          the Borrowing Request delivered pursuant to Clause 2.2 with respect to
          such Loan; and

     (b)  thereafter, each period from the last day of the immediately
          preceding Interest Period applicable to such Loan to the day which
          numerically corresponds to such date one (1), three (3) or six (6)
          months thereafter (or such other date as may be agreed between all the
          Lenders and the Borrower) as the Borrower may irrevocably select in
          its relevant Continuation Notice delivered pursuant to Clause 2.3;

     provided, however, that:

                                      -14-

<PAGE>

     (c)  absent the timely selection of an Interest Period for a then
          current Loan, the Borrower shall be deemed to have selected that the
          Loan be continued as a Loan of the same type for an Interest Period of
          one (1) month's or such other duration as shall be required in order
          to comply with the other provisions of this Agreement;

     (d)  if such Interest Period for any Loan would otherwise end on a day
          which is not a Business Day, such Interest Period shall end on the
          next following Business Day, unless such Business Day occurs in the
          next following calendar month, in which case such Interest Period
          shall end on the immediately preceding Business Day;

     (e)  where all or any portion of the Principal Amount of such Loan is
          to be repaid on a Principal Payment Date, the Borrower shall select,
          an Interest Period relating to a portion of such Loan in at least the
          amount scheduled to be repaid which ends on such Principal Payment
          Date;

     (f)  the final Interest Period for any Loan shall end not later than the
          Final Maturity Date; and

     (g)  the Agent shall be able to select Interest Periods satisfactory to
          it pursuant to Clause 3.2.2 or after any Enforcement Event.

     "INTERNATIONAL ACCOUNTING STANDARDS" means the International Accounting
     Standards promulgated by the International Accounting Standards Committee.

     "INVESTMENT" means, relative to any person:

     (a)  any loan or advance made by such person to any other person
          (excluding commission, travel and similar advances to officers and
          employees made in the ordinary course of business);

     (b)  any guarantee made or issued by such person; and

     (c)  any ownership or similar interest held by such person in any other
          person.

     The amount of any Investment shall be:

     (d)  in the case of clauses (a) and (c), the original principal or
          capital amount thereof less all returns of principal or equity thereon
          (and without adjustment by reason of the financial condition of such
          other person) and shall, if made by the transfer or exchange of
          property other than cash, be deemed to have been made in an original
          principal or capital amount equal to the fair market value of such
          property; and

     (e)  in the case of clause (b), subject to any limitation set forth in
          the relevant agreement, etc., the outstanding principal amount (or
          maximum outstanding principal amount, if larger) of the debt,
          obligation, or other liability guaranteed thereby or, if such
          principal amount is not stated therein, or determinable pursuant to
          the provisions thereof, the maximum liability reasonably anticipated
          in respect thereof as determined in good faith by the person obligated
          thereunder to the reasonable satisfaction of the Agent.

                                      -15-

<PAGE>

     "LBMA" means The London Bullion Market Association.

     "LENDER PARTIES" means, collectively, the Agent, the Arrangers, the
     Co-Arrangers and the Lenders.

     "LENDERS" is defined in the preamble.

     "LETTER AGREEMENT" is defined in the preamble.

     "LIBO RATE" means, relative to any Interest Period for any Loan (or,
     relative to any nominal interest period of six (6) months utilised in
     connection with any determination of the Discount Rate), the offered rate
     of interest per annum which appears on Telerate Page 3750 (or such other
     page or service in replacement thereof as may be utilised by banks
     generally from time to time for the purpose of displaying London interbank
     offered rates for deposits denominated in Dollars) as at 11:00 a.m.
     (London time) for the number of months (or other period) comprising such
     Interest Period (or, as the case may be, nominal six (6) months interest
     period), calculated at the date which is two (2) Business Days prior to
     the first day of such Interest Period (or, as the case may be, nominal six
     (6) months interest period); provided, however, that in the event that no
     such display rate is available for Dollars at such time, the Agent will
     request the principal London office of each Lender to provide the Agent
     with its quotation for offers of Dollar deposits to leading banks in the
     London interbank market for such period and in an amount comparable to the
     aggregate Principal Amount of such Lender's Loans, and the "LIBO RATE"
     shall equal the average (rounded upwards to the nearest four decimal
     places) of such quoted rates.

     "LOAN" is defined in Clause 2.1(a).

     "LOAN COVER RATIO" means, for any period, the ratio, expressed as a
     percentage, of:

     (a)  Future Net Cash Flow for such period

          to

     (b)  Funded Debt Service for such period.

     "LOAN DOCUMENT" means any of this Agreement, the Security Agreements, the
     Guarantee Agreements, the Operating Agreement Guarantee, the Step-In
     Agreements and each other Instrument executed by any Obligor, AngloGold or
     AngloGold (BVI) evidencing any obligation (monetary or otherwise) to any
     Lender Party in connection with and pursuant to this Agreement, the other
     Operative Documents and the transactions contemplated hereby and thereby
     and delivered to any Lender Party (including, at any time when any
     Commitment is outstanding or any Principal Amount of any Loan or any
     interest accrued thereon is then outstanding to any Lender Party, any
     Instrument in effect at such time in connection with a Hedging Obligation
     relating to Production and entered into between any Obligor, AngloGold or
     AngloGold (BVI) and any Lender which remains a Lender at relevant time,
     whether or not mentioned herein).

                                      -16-

<PAGE>

     "LOAN LIFE RATIO" means, at any date, the ratio, expressed as a percentage,
     of:

     (a)  the sum of Present Value of Future Net Cash Flow for the period
          commencing on such date and ending on the Final Maturity Date plus the
          amount standing to the credit of the Debt Service Reserve Account at
          such date;

          to

     (b)  Funded Indebtedness at such date.

     "LONDON GOLD FIXING" means a gold price fixing meeting among the members
     for the time being of the London gold market.

     "LONDON GOLD PRICE" means, on any day, the fixing price per fine ounce troy
     (in Dollars) for Gold as announced at the afternoon London Gold Fixing for
     such day and which appears on Reuters Page NMR-B on such day; provided,
     however, that if the afternoon London Gold Fixing shall not have occurred
     for such day, the "LONDON GOLD PRICE" for such day shall be the fixing
     price per fine ounce troy (in Dollars) for Gold as announced at the morning
     London Gold Fixing for such day or if the morning London Gold Fixing shall
     not have occurred for such day, the "LONDON GOLD PRICE" for such day shall
     be the publicly quoted price per fine ounce troy (in Dollars) for Gold on
     such other accessible international gold market (allowing for physical
     delivery of such Gold) as may be reasonably selected by the Agent; and
     provided, further, however, that in the event the Agent shall have been
     unable to select any other such international gold market, then the "LONDON
     GOLD PRICE" for such day shall mean such price as the Agent shall
     reasonably determine. In the event that such day is not a Business Day,
     then the "LONDON GOLD PRICE" shall be the London Gold Price on the most
     recently preceding Business Day.

     "MALI" means the Republic of Mali.

     "MALI CONSENT AGREEMENT" means the Protocol Agreement between the Minister
     of Finance and the Minister of Mines and Energy of the Government of Mali
     and the Agent in the form attached as Schedule 6 to the Letter Agreement.

     "MALI SECURITY AGREEMENTS" means, collectively, the Borrower Security
     Agreement (Mali Exploitation Permit Charge), the Borrower Security
     Agreement (Mali Goodwill Charge), the Borrower Security Agreement (Mali
     Bank Account Charge), the Morila Holdings Security Agreement, the Borrow
     Security Agreement (Fixed Assets) and all Instruments delivered pursuant to
     Clause 8.1.15 which are expressed to be governed by the laws of Mali.

     "MATERIALLY ADVERSE EFFECT" means the effect of any event or circumstance
     (including any reduction in the gold price) which, in the reasonable
     opinion of the Required Lenders:

     (a)  is or is likely to be materially adverse to the ability of any
          Obligor, AngloGold (BVI) or AngloGold to perform or comply with any of
          its obligations under the Operative Documents in a timely manner;

                                      -17-

<PAGE>

     (b)  is or is likely to be materially prejudicial to:

          (i)   the interests of the Lenders under the Loan Documents; or

          (ii)  the business, operations, financial condition or prospects of
                any of the Obligors, AngloGold (BVI) or AngloGold; or

          (iii) the Morila Project or the Project Assets.

     "MATERIAL PROJECT DOCUMENTS" means

     (a)  the Construction Contract;

     (b)  the Mining Contract;

     (c)  the Power Contract;

     (d)  the Establishment Convention;

     (e)  the Mining Concession;

     (f)  the Mali Consent Agreement;

     (g)  the Operating Agreement;

     (h)  the Shareholders Agreement; and

     (i)  the Refining Agreement.

     and any other document that the Borrower and the Agent agrees is a Material
     Project Document.

     "MATURITY" means, relative to any Loan, any date on which such Loan is
     stated to be due and payable, in whole or in part, whether by required
     repayment, prepayment, declaration, or otherwise.

     "MECHANICAL COMPLETION" means the achievement of certain production,
     shipment, economic and legal criteria referred to in the Mechanical
     Completion Certificate.

     "MECHANICAL COMPLETION CERTIFICATE" means a certificate (together with all
     attachments thereto) duly executed in one or more counterparts by an
     Authorised Representative of the Borrower, the Operator and the Independent
     Engineer, substantially in the form of Exhibit F-3 attached hereto.

     "MECHANICAL COMPLETION DATE" means the first Business Day immediately
     following the day on which the Agent shall have received:

     (j)  counterparts of the Mechanical Completion Certificate executed by
          each person referred to in the definition thereof; and

     (k)  a Compliance Certificate calculated (on the basis of the Cash Flow
          Schedule as then in effect (including any changes thereto arising as a
          result

                                      -18-

<PAGE>

          of the circumstances referred to in Clause 1.9(b)(i)(y)) as at the
          proposed Mechanical Completion Date pursuant to Clause 8.1.1(c)
          together with, in each such case, an independent verification from the
          Independent Engineer in form reasonably satisfactory to the Agent with
          respect to the statements and calculations contained in such
          Mechanical Completion Certificate and Compliance Certificate.

     "MINE" means 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 Borrower, which assets are used or intended
     for use in or forming part of the Morila Project (and, for the avoidance of
     doubt, shall include:

     (a)  the gold deposit described in the first recital; and

     (b)  all associated beneficiation facilities, together with all plant
          sites, waste dumps, ore dumps, crushing circuits, abandoned heaps,
          power supply systems and ancillary and infrastructure facilities
          located at the Morila Project which are used in connection with the
          operation thereof).

     "MINE OUTPUT" means all products from the Mine, including dore and Gold.

     "MINING CONCESSION" means Exploitation Permit No. 99/217/PM-RM granted in
     connection with the Morila Project by the Office of the Prime Minister of
     Mali on 4 August, 1999.

     "MINING CONTRACT" means the Mining Contract, dated as of 29 October, 1999,
     between the Mining Contractor and RRL.

     "MINING CONTRACTOR" means DTP Terrassement (SNC), or such other company (or
     companies) as may be appointed to conduct mining operations at the Mine in
     compliance with the proviso to Clause 9.1.14.

     "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
     interests, mineral leases, mining licenses, profits-a-prendre, joint
     ventures and other leases, rights-of-way, inurements, licenses and other
     rights and interests used by or necessary to the Borrower to construct,
     develop and operate the Mine.

     "MONTHLY MINE REPORT" means a monthly report addressed to the Agent and the
     Lenders relating to the development of the Morila Project and reporting (on
     both a monthly and a cumulative basis) on committed Capital Expenditures,
     Production, Project Costs and other operating information (including,
     without prejudice to the other terms and conditions of this Agreement, any
     deviation from the Development Plan or current Cash Flow Schedule).

     "MORILA HOLDINGS" is defined in the preamble.

     "MORILA HOLDINGS GROUP" means Morila Holdings, its subsidiaries and
     subsidiary undertakings and their subsidiaries and subsidiary undertakings.

                                      -19-

<PAGE>

     "MORILA HOLDINGS SECURITY AGREEMENT" means that certain Security Agreement
     between Morila Holdings and the Agent substantially in the form of Exhibit
     A-6 attached hereto.

     "MORILA PROJECT" is defined in the first recital.

     "OBLIGATIONS" means, with respect to each Obligor and/or, as the case may
     be, AngloGold and/or AngloGold (BVI), all obligations of such Obligor
     and/or, as the case may be, AngloGold and/or AngloGold (BVI) with respect
     to the repayment or performance of all obligations (monetary or otherwise)
     of such Obligor and/or, as the case may be, AngloGold and/or AngloGold
     (BVI) arising under or in connection with this Agreement and each other
     Loan Document and where the term "OBLIGATIONS" is used without reference to
     a particular, such term means the Obligations of all Obligors, AngloGold
     and AngloGold (BVI).

     "OBLIGORS" means, collectively, the Borrower and the RandGold Completion
     Guarantors.

     "OECD" means the Organisation for Economic Cooperation and Development.

     "OPERATING ACCOUNT" is defined in Clause 4.1(a).

     "OPERATING AGREEMENT" means the Operator Agreement, dated 29 May, 2000,
     between the Borrower and the Operator.

     "OPERATING AGREEMENT GUARANTEE" means the Performance Guarantee between
     AngloGold and the Agent entered into in connection with the implementation
     of the Supplemental Agreement.

     "OPERATIVE DOCUMENTS" means, collectively, the Loan Documents and the
     Project Documents.

     "OPERATOR" means AngloGold Mali SA, a company organised and existing under
     the laws of Mali.

     "ORGANIC DOCUMENT" means with respect to:

     (a)  the Borrower, its charter and by-laws (Status);

     (b)  each of RRL and Morila Holdings, its memorandum and articles of
          association; and

     (c)  each Obligor, all shareholder agreements, voting trusts, and
          similar arrangements applicable to any of its authorised shares of
          capital stock or other equity interests.

     "ORIGINAL STEP-IN AGREEMENTS" is defined in Clause 6.1.4(b).

     "ORIGINAL SUBORDINATION AGREEMENTS" means those agreements referred to in
     clauses (a) and (b) of the definition of the term "SUBORDINATION
     AGREEMENTS".

                                      -20-

<PAGE>

     "OUNCE" means a fine ounce troy weight of gold bullion in a form readily
     tradeable with members of the LBMA from time to time.

     "PERCENTAGE" means, relative to any Lender and at any time:

     (a)  if any Loans are outstanding, the ratio (expressed as a
          percentage) of:

          (i)  the Principal Amount of such Lender's Loans at such time to;

          (ii) the Principal Amount of all the Lenders' Loans at such time or;

     (b)  if no Loans are outstanding, the ratio (expressed as a percentage)
          of:

          (i)  such Lender's Commitment Amount at such time to;

          (ii) the Total Commitment Amount;

          provided, however, that at any time when the Lenders shall have no
          further Commitments hereunder and all Obligations of each Obligor in
          connection with each Loan Document (excluding any Required Hedging
          Agreement entered into directly by the Borrower to which a Lender is a
          party) shall have been paid and performed in full then, to the extent
          any such Required Hedging Agreement shall then be outstanding, the
          term "PERCENTAGE" means, relative to any Lender which is a party to
          any such Instrument and at any time, the ratio (expressed as a
          percentage) of;

     (c)  the contingent net liabilities of the Borrower at such time to
          such Lender under all such Required Hedging Agreements to which such
          Lender is a party, to;

     (d)  the contingent net liabilities of the Borrower at such time to all
          Lenders under all such Required Hedging Agreements to which any Lender
          is a party.

     "POLITICAL RISK INSURANCE" means a policy of political risk insurance in
     form and substance satisfactory to the Lenders (including with respect to
     the issuer of such policy) naming the Lenders as beneficiaries (which term
     shall include any such policy which names the Agent or the Arrangers as
     insured and the Lenders as co-insured) and insuring the Lenders for such
     coverages and against such risks with respect to the Borrower's Obligations
     to pay the Principal Amount of (and interest accruing on and other amounts
     due in respect of) the Lenders' Loans as the Lenders shall reasonably
     require.

     "POLITICAL RISK INSURANCE RATE" means the per annum percentage rate payable
     by way of premium in connection with the issue and maintenance of the
     policy constituting Political Risk Insurance.

     "POWER CONTRACT" means, collectively:

     (a)  the Deferred Terms Agreement, dated 9 December, 1999, between the
          Borrower and Rolls-Royce Power Ventures Limited;

                                      -21-

<PAGE>

     (b)  the Energy Support Agreement, dated 9 December, 1999, between the
          Borrower and Operations d'Energie de Morila; and

     (c)  the support undertaking, dated 29 September, 1999, from Rolls-Royce
          plc in favour of RRL.

     "POWER CONTRACTOR" means, collectively, Rolls-Royce Power Ventures Limited,
     Operations d'Energie de Morila and Rolls-Royce plc or such other company
     (or companies) as may be appointed to supply power to the Mine in
     compliance with the proviso to Clause 9.1.14.

     "PRESENT VALUE OF FUTURE NET CASH FLOW" means, for any period (a
     "CALCULATION PERIOD"), the aggregate of discounted Future Net Cash Flow
     for such Calculation Period calculated as set forth in this definition.
     Each Calculation Period of six (6) months or more shall be divided into
     consecutive periods (each a "DISCOUNT PERIOD") of six (6) months (or, in
     the case of the last such period, the period commencing on the last day of
     the penultimate such Discount Period and ending on the last day of the
     Calculation Period), and shall be discounted, with respect to any Future
     Net Cash Flow scheduled to accrue during any Discount Period, at the
     Discount Rate as in effect on the date of calculation of Present Value of
     Future Net Cash Flow to the first day of such Calculation Period from the
     day which represents the mid-point of such Discount Period.

     "PRINCIPAL AMOUNT" means, with respect to any Loan outstanding (or to be
     outstanding) at any date, the aggregate principal amount (calculated in
     Dollars) of such Loan at such date.

     "PRINCIPAL PAYMENT DATE" means each 30 June and 31 December occurring
     during the period commencing on (and including) 30 June, 2001 and ending on
     (and including) the Final Maturity Date.

     "PROCESS AGENT" is defined in Clause 11.13(c).

     "PROCESS AGENT ACCEPTANCE" means a letter from the Process Agent to the
     Agent, substantially in the form of Exhibit G attached hereto.

     "PRODUCTION" means, for any period, the number of ounces of Gold contained
     in dore which have been produced, or (in the case of any period or portion
     thereof to occur in the future) which are scheduled in the Cash Flow
     Schedule to be produced, at the Mine during such period.

     "PROJECT ACCOUNT AGREEMENT (MALI)" means the Project Account Agreement
     between the Project Account Bank (Mali), the Agent and the Borrower
     substantially in the form of Exhibit D-2 attached hereto.

     "PROJECT ACCOUNT AGREEMENT (OFFSHORE)" means the Project Account Agreement
     between the Project Account Bank (Offshore), the Agent and the Borrower
     substantially in the form of Exhibit D-1 attached hereto.

     "PROJECT ACCOUNT BANK (MALI)" means Banque de Developpement du Mali (or
     such other bank located in Bamako, Mali as may be appointed by the Borrower

                                      -22-

<PAGE>

     (with the consent of the Agent) with which the Project Account (Mali) shall
     be maintained).

     "PROJECT ACCOUNT BANK (OFFSHORE)" means the Jersey branch of Citibank N.A.
     (or such other bank located in Jersey as may be appointed by the Borrower
     (with the consent of the Agent) with which the Project Accounts (Offshore)
     shall be maintained).

     "PROJECT ACCOUNT BANKS" means, collectively, the Project Account Bank
     (Mali) and the Project Account Bank (Offshore).

     "PROJECT ACCOUNT (MALI)" is defined in Clause 4.2(a).

     "PROJECT ACCOUNTS (OFFSHORE)" means, collectively, the Operating Account
     and the Debt Service Reserve Account.

     "PROJECT ASSETS" means all properties, assets or other rights, whether real
     or personal, tangible or intangible, now owned or hereafter acquired by or
     for the benefit of the Borrower, which are used or intended for use in or
     forming part of the Mine or the Morila Project.

     "PROJECT CAPITAL COSTS" means, for any period, the aggregate of all Capital
     Expenditures scheduled to be, or, as the case may be, actually paid by the
     Borrower during such period in respect of constructing, reinstating,
     equipping, installing and completing the Morila Project and rendering the
     Morila Project operational.

     "PROJECT COSTS" means, for any period, the Project Operating Costs and the
     Project Capital Costs for such period.

     "PROJECT DOCUMENTS" means, collectively:

     (a)  the Construction Contract, the Mining Contract, the Power
          Contract, the Establishment Convention, the Mali Consent Agreement,
          the Refining Agreement, the Mining Concession, the Operating
          Agreement, the Shareholders Agreement and all related agreements or
          contracts, in each case in the form provided to the Agent in
          connection with its execution and delivery of this Agreement;

     (b)  all Required Hedging Agreements not constituting Loan Documents;
          and

     (c)  all other Instruments (excluding any Loan Document) required to be
          provided to the Agent pursuant to Clause 8.1.1(q), in each case in the
          form supplied pursuant to such clause.

     "PROJECT LIFE RATIO" means, at any date, the ratio, expressed as a
     percentage, of:

     (a)  the sum of the Present Value of Future Net Cash Flow for the
          period commencing on such date and ending on the last day of the
          Project Period plus the amount standing to the credit of the Debt
          Service Reserve Account at such date,

                                      -23-

<PAGE>

          to

     (b)  Funded Indebtedness at such date.

     "PROJECT OPERATING COSTS" means, for any period, all costs and expenses
     scheduled to be, or, as the case may be, actually paid by the Borrower for
     the purpose of operating, maintaining or protecting the Morila Project
     (including the Project Assets) or in mining, milling, leaching, loading,
     refining, delivering or marketing Project Output, in each case together
     with any applicable income taxes scheduled to be, or, as the case may be,
     actually paid during such period, including:

     (a)  the cash costs scheduled to be, or, as the case may be, actually
          paid during such period in connection with the operation, maintenance
          and reclamation of the Mine in order to mine, mill, leach, refine
          and/or deliver Project Output for sale, whether incurred pursuant to
          any Project Document or otherwise;

     (b)  all profit, income, property and other taxes imposed by any
          Governmental Agency, in each such case scheduled to be, or, as the
          case may be, actually paid during such period;

     (c)  all payments scheduled to be, or as the case may be, actually paid
          under any royalty agreements during such period and any production
          royalties calculated and payable (whether in cash or in kind) as a
          percentage of Gold produced and sold in connection with the Mine;

     (d)  Funded Debt Service for such period and net payments for such
          period in respect of Hedging Obligations entered into by the Borrower;
          and

     (e)  the management fee payable to the Operator during such period as
          set forth in the Operating Agreement.

     "PROJECT OUTPUT" means all products from the Mine.

     "PROJECT PARTY" means the Borrower and any Affiliate, agent, advisor
     (excluding legal advisers and other similar professional advisors not
     actually engaged in the construction, development, operation or maintenance
     of the Mine), contractor, consultant, officer, director or other associate
     of the Borrower retained, employed or consulted by the Borrower in
     connection with the consummation of the Morila Project or the operation of
     the Mine.

     "PROJECT PERIOD" means the period commencing on the Effective Date and
     continuing until the earlier of:

     (a)  31 December, 2011; and

     (b)  the date on which the Proven and Probable Reserve of the Mine are
          scheduled to have been extracted, milled, refined and sold in
          accordance with the projections set forth in the Cash Flow Schedule.

                                      -24-

<PAGE>

     "PROJECTED CASH FLOW" means, in connection with any Cash Sweep Calculation
     Period, Future Net Cash Flow for such Cash Sweep Calculation Period.

     "PROVEN AND PROBABLE RESERVES" means, at any date, reserves of Gold at the
     Mine as determined and calculated in accordance with standards established
     from time to time by the Joint Ore Reserve Committee of the Australasian
     Institute of Mining and Metallurgy, the Minerals Counsel of Australia and
     the Australian Institute of Geoscientists.

     "RANDGOLD COMPLETION GUARANTORS" is defined in the preamble.

     "RANDGOLD GUARANTEE AGREEMENT" means the Guarantee between the Randgold
     Completion Guarantors and the Agent, substantially in the form of Exhibit B
     attached hereto.

     "RECL" means Randgold & Exploration Company Limited, a company organised
     and existing under the laws of the Republic of South Africa.

     "RECL CONVERTIBLE BONDS" means U.S.$48,000,000 aggregate principal amount
     of secured guaranteed convertible bonds issued by Randgold Finance (BVI)
     Limited on or about 3 October, 1996 pursuant to the trust deed, dated 3
     October, 1996 among Randgold Finance (BVI) Limited, RECL, Randgold
     Resources (Holdings) Limited, RRL, and Marine Midland Bank, as trustee.

     "REFINER" means Rothschild or such other company (or companies) as may be
     appointed to refine Project Output in compliance with the proviso to Clause
     9.1.14.

     "REFINING AGREEMENT" means the Gold and Silver Refining and Purchase
     Agreement, dated 30 November, 1999 between the Borrower and the Refiner
     relating to the refining of Project Output.

     "REGULATORY CHANGE" means the occurrence after the Effective Date of any
     change in or abrogation of, or introduction, adoption, effectiveness or
     phase-in of any:

     (a)  statute, law, rule or regulation applicable to any Lender Party,
          or

     (b)  guideline, interpretation, directive, consent decree, administrative
          order, request or determination (whether or not having the force of
          law but being one with which such Lender Party is accustomed to
          comply) applicable to such Lender Party of any court, central bank or
          governmental or regulatory authority charged with the interpretation
          or administration of any stature, law, rule or regulation referred to
          in clause (a) or of any fiscal, monetary or other authority having
          jurisdiction over such Lender Party,

     or any interpretation or reinterpretation of any item or matter referred to
     in clause (a) or (b) by any person with authority in connection with such
     interpretation or reinterpretation.

     "RELEASE DATE" means the date which is the first Business Day coinciding
     with the Economic Completion Date on which the balance standing to the
     credit of the Debt Service Reserve Account shall be equal to or in excess
     of the then applicable

                                      -25-

<PAGE>

     Required Debt Service Reserve Balance; provided, however, that the Release
     Date may not occur on any date on which a Default shall have occurred and
     be continuing.

     "RELEVANT GROUP COMPANY" means any of the Borrower, any Randgold Completion
     Guarantor, any subsidiary of the Borrower or any Randgold Completion
     Guarantor, AngoGold and AngloGold (BVI) and "RELEVANT GROUP COMPANIES"
     means all such persons; provided, however, that in Clause 7.14 and Clause
     7.19(b), the term "RELEVANT GROUP COMPANY" shall not include AngloGold or
     AngloGold (BVI).

     "REQUIRED COMPLETION EXPENDITURES" means those bona file Project Costs
     which the Agent (acting reasonably in consultation with the Independent
     Engineer) determines are required to achieve Economic Completion.

     "REQUIRED DEBT SERVICE RESERVE BALANCE" is defined in Clause 4.3(b)

     "REQUIRED HEDGING AGREEMENTS" is defined in Clause 8.1.10.

     "REQUIRED HEDGING COUNTERPARTIES" is defined in Clause 8.1.10.

     "REQUIRED LENDERS" means at any time, Lenders having, in the aggregate, a
     Percentage of sixty five (65%) or more at such time.

     "REQUIRED MAINTENANCE EXPENDITURES" means those bona fide Project Costs
     which the Agent (acting reasonably in consultation with the Independent
     Engineer) determines are required to operate, manage and maintain the Mine
     in normal working condition.

     "REQUIREMENT OF LAW" means, as to any person, its Organic Documents and any
     Applicable Law or Contractual Obligation binding on or applying to such
     person.

     "ROTHSCHILD" is defined in the preamble.

     "RRL" is defined in the preamble.

     "RRL GROUP" means RRL, its subsidiaries and subsidiary undertakings and
     their subsidiaries and subsidiary undertakings.

     "RRL SECURITY AGREEMENT" means that certain Security Agreement between RRL
     and the Agent, substantially in the form of Exhibit A-5 attached hereto.

     "SBL" is defined in the preamble.

     "SECURITY AGREEMENTS" means, collectively, the Mali Security Agreements,
     the Borrower Security Agreement (Offshore Assets), the RRL Security
     Agreement, the Subordination Agreements, the AngloGold Debenture and all
     Instruments delivered pursuant to Clause 8.1.16

     "SEMI-ANNUAL MINE REPORT" means a report to the Agent and the Lenders from
     the Borrower and the Independent Engineer and in a form reasonably
     acceptable to the Agent and relating to the status of the Mine and the
     progress of the Morila

                                      -26-

<PAGE>

     Project, (including, in the case of each Semi-Annual Mine Report prepared
     in respect of each twelve-monthly period ending on 31 December of each
     calendar year, an environmental report in reasonable detail reasonably
     satisfactory to the Agent) each Obligor's, AngloGold's and AngloGold
     (BVI)'s compliance with this Agreement (including the absence of any Event
     of Default pursuant to Clause 9.1.19) and each other Operative Document to
     which it is a party, and relating to each twelve month period ending on
     December 31 of each calendar year and each six month period ending on June
     30 of each calendar year.

     "SHAREHOLDERS AGREEMENT" means the Shareholders Agreement, dated 29 May,
     2000 among the Government of Mali, Morila Holdings and the Borrower.

     "STEP-IN AGREEMENTS" means, collectively:

     (a)  the Original Step-In Agreements; and

     (b)  the agreement entered into pursuant to item 14 of the First
          Schedule to the Supplemental Agreement.

     "SUBORDINATION AGREEMENTS" means, collectively:

     (a)  the Deed of Subordination and Pledge among the Borrower, RRL, RECL
          and the Agent, substantially in the form of Exhibit C-1 attached
          hereto;

     (b)  the Deed of Subordination among RRL, Banex and the Agent
          substantially in the form of Exhibit C-2 attached hereto; and

     (c)  the Deed of Subordination and Pledge, dated July 6, 2000, among
          the Borrower, AngloGold (BVI) and the Agent.

     "SUBSEQUENT REPAYABLE INTERCOMPANY INDEBTEDNESS" means U.S.$15,000,000.

     "SUPPLEMENTAL AGREEMENT" is defined in the preamble.

     "SUPPLEMENTAL AGREEMENT DRAWDOWN" means the principal amount of Loans
     advanced during the period commencing on the Supplemental Agreement
     Effective Date and ending on the date which is five (5) Business Days
     thereafter.

     "SUPPLEMENTAL AGREEMENT EFFECTIVE DATE" means the "RESTATEMENT EFFECTIVE
     DATE" as such term is defined in the Supplemental Agreement.

     "TAX CREDIT" is defined in Clause 5.7(b).

     "TAX PAYMENT" is defined in Clause 5.7(b).

     "TAXES" is defined in Clause 5.6.

     "TECHNICAL REVIEW" means the "MORILA GOLD PROJECT AUDIT", dated August,
     1999, and the two addenda thereto, dated December, 1999 and April, 2001
     prepared by the Independent Engineer, in the form provided to the Lender
     Parties in connection with their execution of this Agreement and as the
     same may be

                                      -27-

<PAGE>

     amended, modified or supplemented from time to time as a result of changes
     thereto made pursuant to Clause 1.9(b).

     "TOTAL CASH BALANCES" means, in connection with any Cash Sweep Calculation
     Period, the aggregate of the amounts (calculated in Dollars) credited to
     the Project Accounts (Offshore) and the Project Account (Mali) as at the
     first Business Day of such Cash Sweep Calculation Period.

     "TOTAL COMMITMENT AMOUNT" means, at any time, subject to the terms and
     conditions of this Agreement the excess, if any, of: ***

     (a)  U.S.$90,000,000; less

     (b)  any reduction of the Total Commitment Amount effected pursuant to
          Clause 2.4.

     "TRANSFER CERTIFICATE" means a certificate substantially in the form set
     out in Exhibit K attached hereto executed and delivered pursuant hereto by
     a Transferor Lender and a Transferee Lender and accepted by the Agent.

     "TRANSFEREE LENDER" is defined in Clause 11.11.2.

     "TRANSFEROR LENDER" is defined in Clause 11.11.2.

     "UNITED STATES" or "U.S." means the United States of America, the
     territories and possessions and any state thereof and the District of
     Columbia.

1.2  ADDITIONAL DEFINITIONS

     Any reference in this Agreement or any other Loan Document to:

     (a)  an "AFFILIATE" of any person is a reference to a subsidiary or a
          holding company, or a subsidiary of a holding company, of such person;

     (b)  references to the "BORROWER", any "COMPLETION GUARANTOR", any
          "OBLIGOR", any "RANDGOLD COMPLETION GUARANTOR", "ANGLOGOLD",
          "ANGLOGOLD (BVI)", the "AGENT", any "ARRANGER", any "CO-ARRANGER" or
          any "LENDER" shall be construed so as to include their respective
          successors and permitted transferees and assigns in accordance with
          their respective interests;

     (c)  "CONTROL" means the power of one person to:

          (i)   vote more than fifty percent (50%) of the issued share
                capital of, or the voting power in, a second person; or

          (ii)  direct the management, business or policies of such second
                person, whether by contract or otherwise;

     (d)  "FINANCIAL INDEBTEDNESS" shall be construed as a reference to any
          indebtedness for or in respect of moneys borrowed or raised by
          whatever means (including by means of acceptances under any acceptance
          credit

                                      -28-

<PAGE>

          facility, the issue of loan stock, any liability in respect of
          Capital Leases and any obligations evidenced by bonds, notes,
          debentures or similar instruments) or for the deferred purchase price
          of assets or services (excluding normal trade debt which does not
          include any interest payment or finance charge) or any other
          transaction having the commercial effect of a borrowing; provided,
          however, that any interest, commission, fees or other like financing
          charges shall be excluded save to the extent that the same has been
          capitalised;

     (e)  a "GUARANTEE" includes a standby letter of credit, an indemnity and
          any other obligation (howsoever called) of any person to pay, purchase
          or provide funds (whether by the advance of money, the purchase of or
          subscription for shares or other securities, the purchase of assets or
          services or otherwise) for the payment of or to assist in or provide
          means of discharging or otherwise be responsible for, any indebtedness
          of, or the solvency of any other person;

     (f)  "GUARANTEED INDEBTEDNESS" means, with respect to any person, all
          indebtedness of such person in respect of guarantees or other similar
          assurances against loss given by such person in respect of the
          indebtedness of other persons;

     (g)  a "HOLDING COMPANY" of a company or corporation shall be construed as
          a reference to any company or corporation of which the first-mentioned
          company or corporation is a subsidiary;

     (h)  "INDEBTEDNESS" shall be construed so as to include any obligation
          (whether incurred as principal or as surety) for the payment or
          repayment of money, whether present or future, actual or contingent;

     (i)  a "LIEN" means any mortgage, charge, pledge, hypothecation, assignment
          by way of security, deposit arrangement, encumbrance, lien (statutory
          or otherwise), title retention, finance lease, factoring or
          discounting of debts or other security interest on or over present or
          future assets of the person concerned securing any obligation of any
          person or any other type of preferential or trust arrangement having a
          similar effect, including any such security interest which arises or
          is imposed by operation of law;

     (j)  a "MONTH" is a reference to a period starting on one day in a calendar
          month and ending on the numerically corresponding day in the next
          calendar month save that, where any such period would otherwise end on
          a day which is not a Business Day, it shall end on the next Business
          Day, unless that day falls in the calendar month succeeding that in
          which it would otherwise have ended, in which case it shall end on the
          preceding Business Day; provided, however, that, if a period starts on
          the last Business Day in a calendar month or if there is no
          numerically corresponding day in the month in which that period ends,
          that period shall end on the last Business Day in that later month
          (and references to "MONTHS" shall be construed accordingly);

                                      -29-

<PAGE>

     (k)  a "PERSON" means any natural person, corporation, partnership, firm,
          association, trust, government, governmental agency or any other
          entity, whether acting in an individual, fiduciary or other capacity;

     (l)  a "QUARTER" means each three month period beginning in any year, on
          each of 1st January, 1st April, 1st July, 1st October or, if any such
          date is not a Business Day, the immediately preceding Business Day;

     (m)  a "SUBSIDIARY" and a "SUBSIDIARY UNDERTAKING" shall have the same
          meaning as in the Companies Act 1985 of the United Kingdom; and

     (n)  the "WINDING-UP" or "DISSOLUTION" of a company or the appointment of
          an "ADMINISTRATIVE RECEIVER", a "RECEIVER", "MANAGER", "LIQUIDATOR" or
          an "ADMINISTRATOR" with respect to a company shall be construed so as
          to include any equivalent or analogous proceedings or, as the case may
          be, person under the law of the jurisdiction in which such company is
          incorporated or any jurisdiction in which such company carries on
          business.

1.3  INTERPRETATION

     Unless a clear contrary intention appears, this Agreement and each other
     Loan Document shall be construed and interpreted in accordance with the
     provisions set forth below;

     (a)  reference to any agreement (including the Schedules and Exhibits
          hereto and to any other Loan Document), document (including the Cash
          Flow Schedule, Development Plan and Insurance Summary) or Instrument
          means such agreement, document or Instrument as amended, supplemented,
          novated, refinanced, replaced, waived, restated or modified, and in
          effect from time to time in accordance with the terms thereof and, if
          applicable, the terms hereof;

     (b)  reference to any Applicable Law means such Applicable Law as amended,
          modified, codified or reenacted, in whole or in part, and in effect
          from time to time, including rules and regulations promulgated
          thereunder;

     (c)  a reference to a time of day shall be construed as a reference to
          London time;

     (d)  "INCLUDING" (and with correlative meaning "INCLUDE") means including
          without limiting the generality of any description preceding such
          term;

     (e)  the singular number includes the plural number and vice versa;

     (f)  reference to any person includes such person's successors, substitutes
          and assigns but, if applicable, only if such successors, substitutes
          and assigns are permitted by this Agreement or such other Loan
          Document, and reference to a person in a particular capacity excludes
          such person in any other capacity or individually;

     (g)  reference to any gender includes any other gender;

                                      -30-

<PAGE>

     (h)  "HEREUNDER", "HEREOF", "HERETO", "HEREIN" and words of similar import
          shall be deemed references to this Agreement or such other Loan
          Document, as the case may be, as a whole and not to any particular
          Clause or other provision hereof or thereof;

     (i)  relative to the determination of any period of time, "FROM" means
          "FROM (AND INCLUDING)" and "TO" means "TO (BUT EXCLUDING)";

     (j)  a reference to a "CORPORATION" or "COMPANY" shall be construed as a
          reference to the analogous form of business entity used in any
          relevant jurisdiction;

     (k)  when an expression is defined, another part of speech or grammatical
          form of that expression has a corresponding meaning; and

     (l)  a reference to fees, costs, charges or expenses includes all value
          added tax or other applicable taxes imposed thereon.

1.4  USE OF DEFINED TERMS

     Unless otherwise defined or the context otherwise requires, terms for which
     meanings are provided in this Agreement shall have such meanings when used
     in the Disclosure Schedule, the Insurance Summary, each Borrowing Request,
     each Continuation Notice, each Compliance Certificate and other Loan
     Document and each notice and other communication delivered from time to
     time in connection with this Agreement or any other Loan Document.

1.5  CROSS-REFERENCES

     Unless otherwise specified, references in this Agreement and in each other
     Loan Document to any Clause or sub-clause are references to such Clause or
     sub-clause of this Agreement or such other Loan Document, as the case may
     be, and unless otherwise specified, references in any Clause or sub-clause
     or definition to any clause are references to such clause of such Clause or
     definition.

1.6  ACCOUNTING AND FINANCIAL DETERMINATIONS

     All accounting terms used herein or (except to the extent set forth
     therein) in any other Loan Document shall be interpreted, all accounting
     determinations and computations hereunder or thereunder shall be made, and
     all financial statements required to be delivered hereunder or thereunder
     shall be prepared in accordance with, International Accounting Standards
     ("GAAP"), in each case, applied (subject to the provisions of Clause 1.7)
     on a basis consistent with the preparation of the financial statements
     referred to in Clause 7.6(a).

1.7  CHANGE IN ACCOUNTING PRINCIPLES

     If, after the Effective Date, there shall (without prejudice to Clause 1.6
     and Clause 8.2.1(a)(iv)) be any change to any Obligor's Fiscal Year, or in
     the application of the accounting principles used in the preparation of the
     financial statements referred to in Clause 7.6(a) as a result of the
     promulgation of rules, regulations, pronouncements, or opinions by any
     Governmental Agency or any entity with

                                      -31-

<PAGE>

     responsibility for the administration of accounting standards (or agencies
     with similar functions) which changes, in any such case, result in a change
     in the method of calculation of financial covenants, standards, or terms
     applicable to such Obligor found in this Agreement or any other Loan
     Document, the parties hereto agree promptly to enter into negotiations in
     order to amend such financial covenants, standards or terms so as to
     reflect equitably such changes with the desired result that the evaluations
     of such Obligor's financial condition shall be the same after such changes
     as if such changes had not been made; PROVIDED, HOWEVER, that until the
     Required Lenders have given their consent to such amendments, such
     Obligor's financial condition shall continue to be evaluated on the same
     principles as those used in the preparation of the financial statements
     referred to in Clause 7.6(a).

1.8  DOLLAR EQUIVALENCY DETERMINATIONS

     Except as otherwise set forth in this Agreement or any other Loan Document,
     all calculations or determinations to be made from time to time under this
     Agreement or any other Loan Document in connection with the Dollar
     equivalent of any amount denominated in Gold shall be calculated by
     multiplying:

     (a)  the amount of ounces of such Gold;

          by

     (b)  the London Gold Price on the date which is two (2) Business Days prior
          to the date on which such calculation is to be made.

1.9  PROJECT DETERMINATIONS, ETC

     (a)  (i) All financial determinations and calculations relating to the
          Morila Project (including the determination or calculation, as the
          case may be, of Funded Debt Service, Future Net Cash Flow, Loan Cover
          Ratio, Loan Life Ratio, Mine Output, Present Value of Future Net Cash
          Flow, Production, Project Capital Costs, Project Costs, Project Life
          Ratio, Project Operating Costs, Project Output, Project Period, Proven
          and Probable Reserves (for purposes of clause (b) of the definition of
          such term), Projected Cash Flow and Reserve Value Cover Ratio, but
          excluding the determination or calculation of Actual Cash Flow) shall
          be:

               (x)  in the case of any such projected determination or
                    calculation, made by utilising the Cash Flow Model (and
                    taking into account any Hedging Obligations then in effect);
                    and

               (y)  calculated to the reasonable satisfaction of the Lenders;

               provided, however, that during any period when negotiations of
               the nature referred to in clause (b)(ii) are taking place, shall
               be determined to the reasonable satisfaction of the Required
               Lenders.

          (ii)  All determinations and calculations to be made in accordance
                with the Cash Flow Model by reference to a specified period
                shall, in the event such period does not appear in the Cash
                Flow Model, be

                                      -32-

<PAGE>

                determined or calculated on a pro-rata basis for such specified
                period from the actual periods referred to in the Cash Flow
                Model.

     (b)  (i) Without prejudice to the provisions of clause (c), the Borrower
          shall give prompt notice to the Lenders of any change in any fact,
          event or circumstance which renders the Cash Flow Schedule as then
          currently in effect materially inaccurate (including:

               (x)  the occurrence of the Economic Completion Date prior to 31
                    October, 2001;

               (y)  any change in the cash flows expected in connection with the
                    Morila Project due to any interruption to the operation of
                    the Mine or any acceleration in Production; and

               (z)  any change in the likely future development of the Morila
                    Project arising as a result of any tests concluded in
                    connection with the achievement of Mechanical Completion or
                    Economic Completion)

               and shall work in consultation with the Agent and the Independent
               Engineer to produce a revised Cash Flow Schedule which is
               responsive to such changes. A copy of such revised Cash Flow
               Schedule shall be promptly sent to each of the Lenders.

          (ii)  In the event that the Agent, acting in consultation with the
                Borrower and the Independent Engineer, reasonably determines
                that the Cash Flow Model is no longer capable of producing an
                accurate forecast of the performance of the Morila Project
                (including an accurate forecast of any of the financial measures
                referred to in Clause 9.1.19) then the Lenders and the Borrower
                shall negotiate in good faith to produce a revised model which
                is capable of producing such an accurate forecast.

          (iii) In the event that the Cash Flow Schedule or the Cash Flow Model
                shall be modified prior to the Economic Completion Date pursuant
                to the foregoing provisions of this clause (including as a
                result of any acceleration in Production), the Economic
                Completion Certificate shall be amended to reflect such
                modifications in such manner as the Agent, acting in
                consultation with the Independent Engineer, shall reasonably
                request.

     (c)  From time to time, and in any event with not less than a frequency of
          six (6) months, the Agent and the Borrower shall run the Cash Flow
          Model employing relevant parameters then applicable to the Morila
          Project with a view to producing a revised Cash Flow Schedule. Copies
          of such revised Cash Flow Schedule shall promptly be supplied to each
          Lender and to each of the Completion Guarantors. For the avoidance of
          doubt, the production of any revised Cash Flow Schedule shall not, and
          shall not be deemed to, imply any waiver of any Default which might be
          indicated by such revised Cash Flow Schedule (including any such
          Default arising pursuant to Clause 9.1.19).

                                      -33-

<PAGE>

1.10 GENERAL PROVISIONS AS TO CERTIFICATES AND OPINIONS, ETC

     Whenever the delivery of a certificate is a condition precedent to the
     taking of any action by any Lender Party hereunder, the truth and accuracy
     of the facts and the diligent and good faith determination of the opinions
     stated in such certificate shall in each case be conditions precedent to
     the right of any Obligor to have such action taken, and any certificate
     executed by any Obligor shall be deemed to represent and warrant that the
     facts stated in such certificate are true and accurate.

2.   COMMITMENTS; BORROWING AND INTEREST PERIOD SELECTION PROCEDURES, ETC

2.1  COMMITMENTS

     (a)  Subject to the terms and conditions of this Agreement (including
          Clause 6) each Lender severally and for itself alone agrees that it
          will, from time to time on any Business Day occurring during the
          period commencing on the Effective Date and ending on the relevant
          Commitment Termination Date, make loans (with respect to each Lender,
          each such loan individually a "LOAN") denominated in Dollars to the
          Borrower as set forth in this Clause.

     (b)  As set forth in Clause 2.2, each Loan made by each Lender pursuant to
          any Borrowing Request shall be made in a Principal Amount equal to
          such Lender's Funding Percentage of the aggregate Principal Amount of
          the Loans requested by the Borrower to be made on the Borrowing Date
          specified in such Borrowing Request.

     (c)  No Lender shall be required to make any Loan if, after giving effect
          thereto, the aggregate original Principal Amount of all Loans:

          (i)  made by all Lenders since the Effective Date would exceed the
               Total Commitment Amount; or

          (ii) made by such Lender since the Effective Date would exceed such
               Lender's Commitment Amount.

2.2  PROCEDURE FOR MAKING LOANS

     (a)  By delivering a Borrowing Request to the Agent on or before 10:00 a.m.
          on any Business Day the Borrower may request, on not less than three
          (3) nor more than five (5) Business Days' notice (counting the date on
          which such Borrowing Request is given), that Loans be made by all
          Lenders on the Borrowing Date, and in the Principal Amount, in each
          case as specified in such Borrowing Request. Upon receipt of a
          Borrowing Request, the Agent shall promptly notify each Lender of the
          contents thereof, and such Borrowing Request shall not thereafter be
          revocable unless such revocation is made with the consent of the
          Agent.

     (b)  The aggregate Principal Amount of Loans requested to be made in any
          Borrowing Request shall not be less than U.S.$5,000,000 and shall be
          in an integral multiple of U.S.$1,000,000.

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<PAGE>

     (c)  Subject to the terms and conditions of this Agreement (including
          Clause 6), the Loans requested to be made in a Borrowing Request shall
          be made on the requested Borrowing Date. On such Borrowing Date and
          subject to such terms and conditions, each Lender shall, on or before
          11:00 a.m., credit such Dollar account of the Agent at its Dollar
          Lending Office as the Agent may notify to the Lenders with an amount
          of Dollars equal to such Lender's Percentage of the aggregate
          Principal Amount of the Loans to be made pursuant to such Borrowing
          Request. To the extent funds are received by the Agent from the
          Lenders in respect of the Loans requested by each Borrowing Request
          (but subject to clause (d)) the Agent shall make such funds available
          to the Borrower by crediting the Principal Amount of such Loans to the
          Operating Account. No Lender's obligation to make any Loan as
          aforesaid shall be affected by any other Lender's failure to make any
          other Loan.

     (d)  Unless the Agent shall have received written notice from a Lender
          prior to 5:00 p.m. on the day prior to a Borrowing Date that such
          Lender will not make available the Principal Amount which would
          constitute its Percentage of the aggregate Principal Amount of Loans
          to be made on such Borrowing Date pursuant to the relevant Borrowing
          Request, the Agent may assume that such Lender has made such Principal
          Amount available to the Agent and may, in reliance on such assumption,
          make available to the Borrower a corresponding amount. In the event
          that the Agent makes such corresponding amount available to the
          Borrower and the relevant Lender has not in fact made such amount
          available to the Agent, then such Lender agrees to pay the Agent
          forthwith on demand such corresponding amount together with interest
          thereon, for each day from the date such corresponding amount was made
          available by the Agent to the Borrower to the date such amount is paid
          by the Lender to the Agent, at the interest rate applicable at the
          time to the Loans requested to be made pursuant to the relevant
          Borrowing Request. In the event that such corresponding amount and
          such interest is not paid to the Agent by such Lender within five (5)
          Business Days of the Agent having made written demand for such amount,
          then the Borrower agrees to repay such corresponding amount to the
          Agent together with interest thereon, for each day from the date such
          corresponding amount was made available by the Agent to the Borrower
          to the date such amount is paid by the Borrower to the Agent, at the
          interest rate applicable at the time to the Loans requested to be made
          pursuant to the relevant Borrowing Request.

2.3  CONTINUATION ELECTIONS

     By delivering a Continuation Notice to the Agent on or before 10:00 a.m. on
     a Business Day, the Borrower may from time to time irrevocably elect, on
     not less than three (3) nor more than five (5) Business Days' notice
     (counting the date on which such Continuation Notice is given) prior to the
     expiration of any Interest Period with respect to any then outstanding
     Loans, that such Loans be, upon the expiration of such Interest Period,
     continued as Loans for the Interest Period specified in such Continuation
     Notice; PROVIDED, HOWEVER, that, at any one time, only five (5) Interest
     Periods may be in effect; and PROVIDED, FURTHER, HOWEVER,

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<PAGE>

     that following any continuation of Loans, each tranche of Loans with
     identical Interest Periods made by all the Lenders shall be in an aggregate
     Principal Amount which is not less than U.S.$5,000,000 and in an integral
     multiple of U.S.$1,000,000.

     In the absence of delivery of a Continuation Notice with respect to any
     Loans at least three (3) Business Days before the last day of the then
     current Interest Period with respect thereto, such Loans shall, on such
     last day, automatically be deemed to be continued as Loans having (subject
     to Clause 3.2.2) on interest Period determined pursuant to the provisions
     of clause (c) of the definition of such term.

     No more than five (5) different Interest Periods may be outstanding with
     respect to all Loans at any one time.

2.4  CANCELLATION

     (a)  The Borrower may cancel the unutilised portion of the Total Commitment
          Amount in whole or in part on giving not less than three (3) Business
          Days prior written notice thereof to the Agent. Cancellation of any
          portion of the Total Commitment Amount shall be in an integral
          multiple of U.S.$1,000,000. Effective upon the cancellation of a
          portion of the Total Commitment Amount each Lender's Commitment Amount
          will immediately be reduced by an amount equivalent to its relevant
          Funding Percentage of the amount of such cancellation.

     (b)  Any notice given under clause (a) shall be irrevocable (except for
          revocation made with the consent of the Agent (acting in consultation
          with the Lenders)). The Borrower may give a notice pursuant to clause
          (a) only if the Agent believes (on the advice of the Independent
          Engineer) that the Mechanical Completion Date, the Economic Completion
          Date and the Release Date are each likely to occur on or prior to 31
          December, 2001, in each case using funds from the unutilised portion
          of the Total Commitment Amount as will remain available and/or from
          other funds available to the Borrower.

2.5  RECORDS

     Each Lender's Loans shall be evidenced by a loan account maintained by such
     Lender. The Borrower hereby irrevocably authorises each Lender to make (or
     cause to be made) appropriate account entries, which account entries, if
     made, shall evidence INTER ALIA the type of, the date of, the Principal
     Amount of, any repayments of, the interest rate on, and the Interest
     Periods applicable to, the Loans then outstanding to such Lender. Any such
     account entries indicating the outstanding Principal Amount of the Loans
     outstanding to such Lender shall be PRIMA FACIE evidence of the Principal
     Amount thereof owing and unpaid, but the failure to make any such entry
     shall not limit or otherwise affect the obligations of the Borrower
     hereunder to make payments of the Principal Amount of, or interest on, such
     Loans when due.

2.6  FUNDING

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<PAGE>

     Each Lender may, if it so elects, fulfil its obligation to make or maintain
     any portion of the Principal Amount of its Loans by causing a foreign
     branch, affiliate or international banking facility of such Lender to make
     such Loans; provided, however, that in such event such Loans shall be
     deemed to have been made by a foreign branch, affiliate or international
     banking facility of such Lender, the obligation of the Borrower to repay
     the Principal Amount of such Loans, and pay interest thereon, shall
     nevertheless be to such Lender and shall be deemed to be held by it, to the
     extent of such Loans, for the account of such foreign branch, affiliate or
     international banking facility.

3.   PRINCIPAL PAYMENTS; INTEREST

3.1  PRINCIPAL PAYMENTS

     The Borrower shall make payment in full of the unpaid Principal Amount of
     all Loans at the Final Maturity Date. Prior thereto, the Borrower:

     (a)  may, from time to time on any Business Day which is the last day of
          the Interest Period for the Loans to be prepaid or (subject to Clause
          5.3) on any other Business Day, make a voluntary prepayment, in whole
          or in part, of the then outstanding Principal Amount of Loans;
          provided, however, that:

          (i)   the Borrower shall give the Agent not less than three (3)
                Business Days' prior written notice (counting the date on which
                such notice is given) of any such voluntary prepayment, which
                notice, once given, shall be irrevocable;

          (ii)  all such partial voluntary prepayments shall be in an aggregate
                Principal Amount which is in a minimum amount of U.S.$5,000,000
                and an integral multiple of U.S.$1,000,000; and

          (iii) the Borrower shall, simultaneously with providing the notice
                referred to in clause (a)(i), provide the Agent with such
                evidence as the Agent may require in connection with any
                Approval required or advisable in connection with such
                prepayment.

     (b)  shall, on each Principal Payment Date or, if agreed with the Agent, on
          the last day of the immediately following Interest Period, make a
          mandatory repayment of the Loans outstanding on each such date in a
          Principal Amount such that the aggregate Principal Amount of Loans
          outstanding on such Principal Payment Date shall not exceed the
          Principal Amount set forth below opposite such Principal Payment Date:

              30 June, 2001          U.S.$81,000,000

              31 December, 2001      U.S.$72,000,000

              30 June, 2002          U.S.$63,000,000

              31 December, 2002      U.S.$54,000,000

                                      -37-

<PAGE>

              30 June, 2003          U.S.$45,000,000

              31 December, 2003      U.S.$36,000,000

              30 June, 2004          U.S.$27,000,000

              31 December, 2004      U.S.$18,000,000

              30 June, 2005          U.S.$9,000,000

              31 December, 2005      U.S.$0;

      (c)  shall, on each date of receipt of proceeds of any insurance policy
           which are required by the terms of Clause 8.1.7(c)(i) or 8.1.7(c)(iv)
           to be applied against the Loans, make a mandatory prepayment of the
           Loans outstanding on such date in a Principal Amount equal to the
           amount of such proceeds; and

      (d)  shall, on each Cash Sweep Calculation Date (or, with the consent of
           the Agent, on the last day of one or more of the Interest Periods in
           effect on such Cash Sweep Calculation Date) make a mandatory
           repayment of the Loans outstanding on such date in a Principal Amount
           equal to twenty percent (20%) of the Excess Cash Flow (if any) for
           the Cash Sweep Calculation Period most recently ended prior to such
           Cash Sweep Calculation Date; provided, however, that the maximum
           Principal Amount of Loans prepaid pursuant to this clause shall not
           exceed U.S.$18,000,000.

      Any amount in respect of any Loans prepaid under clause (c) or (d) shall
      he applied against subsequent repayments of Loans required to be made
      pursuant to clause (b) in the inverse order of maturity thereof; provided,
      however, that at any time on or after the time when the amount scheduled
      to be paid on the Final Maturity Date shall, as a result of any prepayment
      or repayment of the Loans made pursuant to this Clause, have been reduced
      to zero, any amount in respect of any Loans prepaid under clause (d) shall
      be applied against subsequent repayments of Loans required to be made
      pursuant to clause (b) pro rata. Any amount in respect of any Loans
      prepaid under clause (a) shall be applied against subsequent repayments of
      Loans required to be made pursuant to clause (b) pro rata. Each repayment
      or prepayment of the Principal Amount of any Loans made pursuant to this
      Clause shall be without premium or payment of any other additional amount,
      except as may be required pursuant to Clause 5.3. Any repayment or
      prepayment of the Principal Amount of any Loans shall include accrued
      interest on the date of repayment or prepayment on the Principal Amount
      being prepaid. The Principal Amount of any Loans repaid or prepaid may not
      be re-borrowed.

3.2   INTEREST PAYMENTS

      The Borrower shall make payments of interest in accordance with this
      Clause.

3.2.1 RATE

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<PAGE>

      The Borrower shall pay interest on the Principal Amount of the Loans
      outstanding from time to time prior to and at Maturity at a rate per annum
      equal to the sum of:

      (a) the LIBO Rate for Loans; plus

      (b) the Applicable Margin,

      as each may be in effect from time to time.

3.2.2 POST-MATURITY RATE

      After the Maturity of all or any portion of the Principal Amount of the
      Loans or after any other Obligations shall have become due and not been
      paid, the Borrower shall pay interest (after as well as before judgment)
      on the Principal Amount of each Loan so matured or on any such other
      Obligations at a rate per annum equal to the sum of:

      (a)  the LIBO Rate for such Interest Periods as the Agent may from time to
           time select;

      (b)  the Applicable Margin as in effect from time to time; plus

      (c)  two percent (2%),

3.2.3 PAYMENT DATES

      Interest accrued on each Loan shall be payable, without duplication, on:

      (a)  the last day of each Interest Period with respect to such Loan (and,
           in addition to such day, if such interest Period shall exceed six (6)
           months, on each date which is the last day of each successive
           three-monthly period occurring during such Interest Period commencing
           with the first six (6) month period commencing on the first day of
           such Interest Period);

      (b)  the Maturity of such Loan; and

      (c)  with respect to any portion of any Loan repaid or prepaid pursuant to
           Clause 3.1, 5.1, 5.2, or 5.5, the date of such repayment or
           prepayment, as the case may be.

      Interest accrued on each Loan after the Maturity thereof and interest on
      other overdue amounts, shall be payable upon demand. The amount of
      accruing interest on any Loans shall be calculated during each Interest
      Period applicable thereto by the Agent on the daily outstanding Principal
      Amount of such Loans.

3.2.4 RATE DETERMINATIONS

      All determinations by the Agent of the rate of interest applicable to any
      Loan shall be conclusive absent manifest error.

3.3   FEES

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<PAGE>

      (a)  The Borrower shall pay to the Agent, and the Agent shall pay to the
           Lender Parties, fees (other than the fees referred to in clause (b))
           in the amounts and at the times agreed between the Borrower and the
           Agent or, as the case may be, the Agent and the Lender parties, in
           connection with the execution of this Agreement and the execution of
           the Supplemental Agreement.

      (b)  The Borrower shall pay to the Agent for the account of each Lender a
           commitment fee computed at the rate of 0.50% per annum on the
           undrawn, uncancelled and unreduced amount of each Lender's Commitment
           Amount. Accrued commitment fees shall be payable in arrears at the
           end of each quarter.

      (c)  Each Obligor hereby acknowledges that any portion of any fee once
           paid shall be non-refundable, such portion having already been earned
           by performance.

4.    PROJECT ACCOUNTS

4.1   OPERATING ACCOUNT

      (a)  PAYMENTS INTO OPERATING ACCOUNT

           The Borrower shall, subject to Clause 4.2(c), promptly deposit:

           (i)    to the extent required pursuant to Clause 8.1.7, all proceeds
                  under policies of insurance maintained by the Borrower;

           (ii)   all proceeds of the sale of Project Output;

           (iii)  all proceeds derived from the exercise of any Required Hedging
                  Agreement;

           (iv)   the proceeds of all Loans, Capital Contributions and any
                  Approved Subordinated Indebtedness; and

           (v)    all other amounts received by it in connection with the
                  Project,

           into an account denominated in Dollars (the "OPERATING ACCOUNT")
           established in Jersey by the Borrower in the name of the Borrower
           with the Project Account Bank (Offshore).

      (B)  PAYMENTS FROM THE OPERATING ACCOUNT

           On the terms and subject to the conditions of this Agreement
           (including Clauses 4.4(b) and 4.4(c)), the Borrower may only instruct
           the Project Account Bank (Offshore) to disburse funds from the
           Operating Account for application in the following order of priority:

           (i)    FIRST, for payment (including by transfer to the Project
                  Account (Mali)) of bona fide Project Costs (excluding,
                  however. Project Costs of the nature referred to in clauses
                  (b)(iii) and (b)(iv), but including any amount representing
                  the proceeds of any insurance

                                      -40-

<PAGE>

                 policy which, pursuant to Clause 8.1.7, is permitted to be
                 applied in payment of third party liabilities or in payment of
                 the replacement costs of equipment) then payable by the
                 Borrower and which are not otherwise restricted from being paid
                 pursuant to the terms of this Agreement or any other Loan
                 Document;

          (ii)   SECOND, for deposits to the Debt Service Reserve Account to the
                 extent necessary to ensure that the amount standing to the
                 credit thereof is not less than the Required Debt Service
                 Reserve Balance;

          (iii)  THIRD, for repayment of the Principal Amount of Loans, all
                 interest accrued thereon and other payment Obligations (other
                 than as referred to in clause (b)(iv) of the Borrower then due
                 and owing:

          (iv)   FOURTH, for payments in respect of Required Hedging Agreements
                 entered into directly by the Borrower; and

          (v)    FIFTH, for payment of amounts as and when permitted to be made
                 pursuant to Clause 8.2.7.

4.2  ACCOUNT IN MALI

     (a)  PROJECT ACCOUNT (MALI)

          For the purpose of facilitating the remission of Dollars from the
          Operating Account, the conversion of such Dollars into CFA, the
          payment of Project Costs denominated in CFA and (without prejudice to
          the provisions of Clause 8.1.19) for the purpose of receiving any
          proceeds in CFA from the sale of Project Output or any other amount
          denominated in CFA, the Borrower shall establish an account
          denominated in CFA (the "PROJECT ACCOUNT (MALI)") in Bamako, Mali in
          the name of the Borrower with the Project Account Bank (Mali).

     (b)  PAYING PROJECT COSTS

          The Borrower shall be entitled to instruct the Project Account Bank
          (Offshore) from time to time to remit Dollars contained in the
          Operating Account for conversion into CFA and deposit in the Project
          Account (Mali) in an amount (subject to Clause 4.4(c)) not in excess
          of the Dollar equivalent (calculated, in the case of any
          CFA-denominated Project Costs and any amount in CFA then standing to
          the credit of the Project Account (Mali), at the then prevailing
          market rates as determined by the Project Account Bank (Offshore)) of
          the excess of:

          (i)  any Project Costs scheduled to be paid in Mali during the six (6)
               week period immediately following such remittance pursuant to the
               Cash Flow Schedule; less

          (ii) balances then standing to the credit of the Project Account
               (Mali).

                                      -41-

<PAGE>

     (c)  PAYMENTS INTO PROJECT ACCOUNT (MALI)

          Without prejudice to the provisions of Clause 8.1.19, all amounts
          received by the Borrower which are denominated in CFA shall be
          deposited into the Project Account (Mali).

     (d)  PAYMENTS FROM PROJECT ACCOUNT (MALI)

          On the terms and subject to the conditions of this Agreement
          (including Clauses 4.4(b) and 4.4(e)), the Borrower shall be entitled
          to instruct the Project Account Bank (Mali) to disburse funds from
          the Project Account (Mali) for application in the following order of
          priority:

          (i)  for payment of bona fide Project Costs denominated in CFA then
               payable by the Borrower and which is not otherwise restricted
               from being paid pursuant to the terms of this Agreement or any
               other Loan Document;

          (ii) after the payment of all amounts then due and payable of the
               nature referred to in Clauses 4 1(b)(i)  and  4.1(b)(iv), for
               payment of amounts as and when permitted to be made pursuant to
               Clause 8.2.7.

     (e)  TRANSFER FROM PROJECT ACCOUNT (MALI)

          To the extent that on any date the credit balance of the Project
          Account (Mali) shall be in excess of the aggregate of:

          (i)  the CFA equivalent of U.S.$2,500,000 (calculated at then
               prevailing market rates); and

          (ii) amounts then due to be paid from the Project Account (Mali)
               pursuant to clause (d).

          the Borrower shall effect the prompt transfer of such excess to the
          Operating Account.

4.3  DEBT SERVICE RESERVE ACCOUNT

     (a)  DEBT SERVICE RESERVE ACCOUNT

          The Borrower shall establish a single purpose interest bearing
          account denominated in Dollars (the "DEBT SERVICE RESERVE ACCOUNT")
          in the name of the Borrower in Jersey with the Project Account Bank
          (Offshore).

     (b)  MINIMUM BALANCE

          On all dates commencing with (and including) the Release Date the
          balance standing to the credit of the Debt Service Reserve Account
          shall be at least equal to the sum (such sum, the "REQUIRED DEBT
          SERVICE RESERVE BALANCE") of.

                                      -42-

<PAGE>

          (i)   the aggregate Principal Amount of Loans scheduled to be repaid
                pursuant to Clause  3.1(b)  during the six (6) month period
                commencing on such date (without giving effect to any other
                repayment or prepayment of the Principal Amount of Loans which
                might be made during such period); plus

          (ii)  the aggregate amount of interest scheduled to accrue on the
                Loans during the six (6) month period commencing on such date
                (calculated, with respect to any Loan in the case of any
                portion of such period which shall occur after the termination
                of any Interest Period then applicable to such Loan, on the
                basis of an Interest Period of six (6) months' duration); plus

          (iii) the aggregate amount of premium accruing in connection with the
                Political Risk Insurance during the six (6) month period
                commencing on such date.

     (c)  TRANSFER TO OPERATING ACCOUNT

          If on any day the balance of the Debt Service Reserve Account exceeds
          the Required Debt Service Reserve Balance calculated on such date and
          if no Default shall then have occurred and be continuing, the
          Borrower may instruct the Project Account Bank (Offshore) to transfer
          such excess on such date to the Operating Account. Without prejudice
          to the right of any Lender Party to obtain any repayment or
          prepayment of any Obligation from the Project Accounts, no amounts
          other than amounts referred to in this clause may be disbursed from
          the Debt Service Reserve Account.

4.4  GENERAL PROVISIONS RELATING TO THE PROJECT ACCOUNTS

     (a)  RESTRICTIONS

          The Borrower shall deposit moneys to, and moneys shall be disbursed
          from, the Project Accounts solely for the purposes described in this
          Clause and the other provisions of this Agreement and the other Loan
          Documents. The Borrower shall not deposit into any Project Account
          any moneys other than moneys derived from, or received in connection
          with, the Project.

     (b)  ON DEFAULT

          Without prejudice to the right of any Lender Party to obtain any
          repayment or prepayment of any Obligation from the Project Accounts,
          at any time when any Event of Default or Insolvency Default shall
          have occurred and be continuing, no withdrawal may be made from any
          Project Account without the prior consent of the Required Lenders.

     (c)  PROJECT COSTS

          No amount other than bona fide Project Costs (including any amount in
          respect of insurance proceeds permitted by the terms of Clause
          8.1.7(c)(iv) to be applied in respect of repair, replacement,
          restoration or

                                      -43-

<PAGE>

          reimbursement) payable in the amount and during the period referred
          to in the Cash Flow Schedule may be disbursed on instructions of the
          Borrower or otherwise from any Project Account; PROVIDED, HOWEVER,
          that:

          (i)    subject to the provisions of this Agreement (including the
                 other provisions of this Clause with respect to the operation
                 of the Project Accounts), any Project Costs which are
                 scheduled, pursuant to the Cash Flow Schedule, to be incurred
                 in any quarter may be incurred and paid for in any prior
                 quarter; and

          (ii)   nothing in this clause shall, or shall be deemed to, prevent:

                 (x)   disbursement of amounts from any Project Account in
                       payment of any Obligations (including pursuant to Clause
                       3.1(b)); or

                 (y)   transfer of monies between Project Accounts in accordance
                       with this Agreement and the other Loan Documents.

     (d)  REPAYING OBLIGATIONS

          Any repayment or prepayment of any Obligations to be made from any
          Project Account shall (without prejudice to the right of any Lender
          Party to obtain such repayment or prepayment from any other source,
          including the other Project Accounts) be made in Dollars by
          disbursing from the relevant Project Account to the Facility Agent
          (and, in the case of any disbursement from the Project Account
          (Mali), arranging for the conversion of the relevant disbursement
          from CFA into Dollars) an amount sufficient to provide for such
          repayment or prepayment (or, if less, the amount standing to the
          credit of such Project Account).

     (c)  PAYMENTS FROM PROJECT ACCOUNTS AFTER OCCURRENCE OF DEFAULT

          At any time when any Default shall have occurred and be continuing
          (but subject to the provisions of clause (b) if any Event of Default
          or Insolvency Default shall then have occurred and be continuing and
          subject also to the provisions of clause (c)) the Borrower shall
          instruct the relevant Project Account Bank only to disburse funds
          (including moneys remitted from the Operating Account to the Project
          Account (Mali) pursuant to Clause 4.2(b) and moneys remitted from the
          Project Account (Mali) pursuant to Clause 4.2(d)) from the Operating
          Account or any other Project Account for the purpose of payment of
          costs referred to below in the following order of priority:

          (i)    FIRST, for payment of Required Maintenance Expenditures or
                 Required Completion Expenditures;

          (ii)   SECOND, for repayment of the Principal Amount of Loans, all
                 interest accrued thereon and other payment Obligations (other
                 than as referred to in Clause 4.1(b)(iv)) of the Borrower then
                 due and owing; and

                                      -44-

<PAGE>

          (iii)  THIRD, for payments then due and owing in respect of Required
                 Hedging Agreements entered into directly by the Borrower.

          Any such instruction from the Borrower to the relevant Project
          Account Bank shall be subject to the provisions of Clause 5(a)(iii)
          of the Project Account Agreement (Offshore) and Clause 5(a)(ii) of
          the Project Account Agreement (Mali), as may be relevant.

     (f)  CASH EQUIVALENT INVESTMENTS

          At any time when no Default shall have occurred and be continuing,
          the Borrower may direct the Project Account Bank (Offshore) to invest
          amounts held in any Project Account (Offshore) in Cash Equivalent
          Investments, PROVIDED, HOWEVER, that:

          (i)    such Cash Equivalent Investments are pledged to or otherwise
                 encumbered in favour of the Facility Agent as security for
                 the Obligations pursuant to the Borrower Security Agreement
                 (Offshore) or other documentation satisfactory to the Facility
                 Agent;

          (ii)   the aggregate amount of Cash Equivalent Investments scheduled
                 to mature on or prior to the date of the next succeeding
                 repayment of the Principal Amount of the Loans scheduled to be
                 made pursuant to Clause 3.1(b) plus the aggregate cash
                 balances of the Project Accounts (Offshore) on such repayment
                 date shall be equal to or in excess of the amount of such next
                 succeeding repayment;

          (iii)  upon the occurrence of an Enforcement Event, the Facility Agent
                 shall be entitled to direct the Project Account Bank
                 (Offshore) to liquidate such Cash Equivalent Investments, it
                 being expressly understood and agreed that any breakage or
                 other costs arising from such liquidation shall be for the
                 account of the Borrower; and

          (iv)   upon the maturity of any Cash Equivalent Investments acquired
                 pursuant to this clause the proceeds thereof (and upon receipt
                 of any interest or other payment in respect of any such Cash
                 Equivalent Investment, the amount of such payment) shall
                 immediately be either deposited into the relevant Project
                 Account (Offshore) or, subject to the other provisions of this
                 Clause, invested in other Cash Equivalent Investments.

     (g)  CONTROL OF PROJECT ACCOUNTS

          The Project Accounts shall be operated, as set forth in this Clause,
          by the relevant Project Account Bank acting at the request of the
          Borrower and/or, as the case may be, certain of the Lender Parties as
          set forth in greater detail in this Clause and, in each case,
          pursuant to the terms and conditions of this Agreement and the other
          Loan Documents.

                                      -45-

<PAGE>

     (h)  INTEREST

          Any interest amounts accruing in respect of the balance of any of the
          Project Accounts shall at all times be credited to such Project
          Account and shall be added to the amounts standing to the credit of
          such Project Account and the distribution of any such amounts shall
          be subject to the terms of this Clause 4 and the other terms of this
          Agreement and each other Loan Document.

5.   INCREASED COSTS; TAXES; MARKET DISRUPTIONS; GENERAL PAYMENT PROVISIONS

5.1  DOLLARS UNAVAILABLE

     (a)  If, prior to the date on which the Agent shall make any determination
          of the LIBO Rate for any Interest Period with respect to any Loan, the
          Agent shall have determined or shall have been notified (for any
          reason specified therein) either:

          (i)    Dollar certificates of deposit or Dollar deposits, as the case
                 may be, in the relevant amount and for the relevant Interest
                 Period are not available to the Lenders in the London
                 interbank market; or

          (ii)   by reason of circumstances affecting the Lenders in the London
                 interbank market, adequate means do not exist for ascertaining
                 the interest rate applicable hereunder, then the Agent shall
                 promptly give telephonic notice of such determination
                 confirmed in writing to the Borrower (which determination
                 shall be copied to the Borrower and, in the absence of
                 manifest error, be conclusive and binding on the Borrower;
                 PROVIDED, HOWEVER, that failure to copy such notice to the
                 Borrower shall not affect the ability of the Lenders to take
                 advantage of the remaining provisions of this Clause).

     (b)  As soon as practicable following the giving of any notice described in
          clause (a), the Agent, the affected Lenders and the Borrower shall
          negotiate for a period not exceeding thirty (30) days with a view to
          agreeing an alternative basis (including an alternative to the LIBO
          Rate) for making or maintaining the Loans affected by the
          circumstances described in clause (a). During such period interest
          shall accrue on the Principal Amount of each affected Lender's
          affected Loans at the rate applicable in such Loans immediately prior
          to the giving of such notice. If no such alternative basis is agreed
          within such period, each affected Lender's affected Loans shall bear
          interest at a rate PER ANNUM equal to the sum of:

          (i)    the cost to such Lender of funding such Loans (as determined by
                 such Lender which determination shall, in the absence of
                 manifest error, be conclusive and binding on the Borrower);
                 plus

          (ii)   the Applicable Margin as in effect from time to time.

                                      -46-

<PAGE>

     (c)  As an alternative to clause (b), the Borrower may at any time elect
          that the Principal Amount of and interest on all of the affected
          Lender's then outstanding Loans which are affected by the
          circumstances described in clause (a) be immediately repaid in full
          (subject, however, to Clause 5.3).

5.2  INCREASED COSTS, ETC

     (a)  The Borrower agrees to reimburse each Lender for any increase (other
          than as specifically covered in any other provision of Clause 5) in
          the cost to such Lender of making, continuing or maintaining (or of
          its obligation to make, continue or maintain) its Loans, and for any
          reduction (other than as specifically covered in any other provision
          of Clause 5) in the amount of any sum receivable by such Lender
          hereunder in respect of making, continuing or maintaining any portion
          of any such Loan, in either case from time to time by reason of any
          Regulatory Change. In the event of the incurrence of any such
          increased cost or reduced amount, such Lender shall promptly notify
          the Agent and the Borrower thereof stating in reasonable detail the
          reason therefor, the additional amount required fully to compensate
          such Lender for such increased cost or reduced amount and the
          calculation of such additional amount. Such notice shall, in the
          absence of manifest error, be conclusive and binding on the Borrower.

     (b)  As soon as practicable following the giving of any notice described in
          clause (a), the affected Lender, the Agent and the Borrower shall
          negotiate for a period not exceeding thirty (30) days with a view to
          avoiding or minimizing the circumstances described in clause (a). If
          no steps mutually agreeable to the affected Lender, the Agent and the
          Borrower are decided upon within such thirty (30) day period, the
          Borrower may elect either to prepay the Principal Amount of, and
          interest on, such affected Lender's then affected outstanding Loans
          (subject, however, to Clause 5.3) or pay, within ten (10) days after
          the expiry of such thirty (30) day period, any additional amount
          required fully to compensate such affected Lender for the increased
          cost or reduced amount described in clause (a).

5.3  FUNDING LOSSES

     In the event any Lender shall incur any loss or expense (including any
     loss or expense incurred by reason of the liquidation or reemployment of
     Dollar deposits or other funds acquired by such Lender to make, continue,
     convert, or maintain any portion of the Principal Amount of its Loans) as
     a result of:

     (a)  any payment, prepayment or conversion of the Principal Amount of a
          Loan on a date other than the scheduled last day of the Interest
          Period applicable thereto, whether pursuant to Clause 3.1 or
          otherwise; or

     (b)  any action of the Borrower resulting in any Loans not being made,
          continued or maintained in accordance with the Borrowing Request
          relating thereto or any Continuation Notice, as the case may be,
          given in connection therewith,

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<PAGE>

          then, upon the request of such Lender to the Borrower (with a copy to
          the Agent), the Borrower shall pay to the Agent for the account of
          such Lender such amount as will (in the reasonable determination of
          such Lender) reimburse such Lender for such loss or expense. A
          statement as to any such loss or expense (including calculations
          thereof in reasonable detail) shall be submitted by such Lender to
          the Agent and the Borrower and shall, in the absence of manifest
          error, be conclusive and binding on the Borrower.

5.4  CAPITAL COSTS

     (a)  If any Regulatory Change affects or would affect the amount of capital
          required or expected to be maintained by any Lender or any person
          controlling such Lender, and such Lender determines (in its
          reasonable discretion) within a reasonable period following such
          Regulatory Change that the rate of return on its or such controlling
          person's capital is reduced to a level below that which such Lender
          or such controlling person could have achieved but for the occurrence
          of any such Regulatory Change, then, in any such case upon notice
          from time to time by such Lender to the Borrower, the Borrower may,
          at its option within five (5) days of receipt of such notice, either:

          (i)    pay directly to such Lender additional amounts sufficient to
                 compensate such Lender or such controlling person for such
                 reduction in rate of return; or

          (ii)   prepay the Principal Amount of and interest on such affected
                 Lender's then outstanding Loans (subject, however, to Clause
                 5.3). A statement of such Lender as to any such additional
                 amount or amounts (including calculations thereof in
                 reasonable detail) shall, in the absence of manifest error, be
                 conclusive and binding on the Borrower. In determining such
                 amount, such Lender may use any method of averaging and
                 attribution that it (in its reasonable discretion) shall deem
                 applicable.

     (b)  Notwithstanding clause (a), the Borrower shall not be obligated to pay
          any amount to any Lender in respect of any such reduction in the rate
          of return which arises as a consequence of any Regulatory Change
          implementing:

          (i)    the statement of the Basic Committee on Banking Regulations and
                 Supervisory Practices on International Convergence of Capital
                 Measurement and Capital Standards published in April 1998;
                 and/or

          (ii)   (x) the Council Directive of 17 April 1989, on the own funds of
                 credit institutions (89/299/EEC) (as amended by the Council
                 Directive of 16 March 1992 (92/16/EEC)).  (y) the Council
                 Directive of 18 December 1989, on a solvency ratio for credit
                 institutions (89/647/EEC) (as amended by the Commission
                 Directive of 31 May 1995 (95/15/EC) and the European
                 Parliament and Council Directive of 2 June 1998 (98/33/EC)
                 and/or (z) the Council Directive of 15 March 1993 on the
                 capital adequacy of investment firms and credit institutions
                 (93/6/EEC) (as amended by the

                                      -48-

<PAGE>

                 European Parliament and Council Directive of 2 June 1998
                 (98/31/EC)), as each of the foregoing items in this clause may
                 be amended from time to time, to the extent that the impact of
                 any such Applicable Law can reasonably be calculated at the
                 Effective Date. In addition, no Lender may make any claim for
                 compensation in respect of any such reduction in return to the
                 extent that such claim relates to a period occurring prior to
                 the date which is three (3) months prior to the notification
                 by such Lender of the event leading to such reduction in the
                 rate of return; PROVIDED, HOWEVER, that nothing in this
                 sentence shall restrict the ability of such Lender to make any
                 further claim for compensation in respect of any further event
                 notified to the Borrower at any time on or after such date of
                 notification.

5.5  ILLEGALITY

     (a)  If, as the result of any Regulatory Change, it becomes unlawful for
          such Lender to make any of its Loans, the obligations of such Lender
          to make any portion of the Principal Amount of such Loans shall, upon
          such determination (and telephonic notice thereof confirmed in
          writing to the Agent and the Borrower), forthwith be suspended until
          such Lender shall become aware that the circumstances causing such
          suspension no longer exist and shall have notified the Agent and the
          Borrower to such effect, at which time the obligation of such Lender
          to make its Loans shall be reinstated.

     (b)  If, as the result of any Regulatory Change, it becomes unlawful for
          such Lender to continue its Loans, then, upon notice by such Lender
          to the Agent and the Borrower, such Lender shall take all reasonable
          steps open to it including changing its lending office or
          transferring its Loans to a third party in consultation with the
          Borrower and the Agent for a period of up to thirty (30) days from
          the date of such notice, with a view to agreeing upon a mutually
          acceptable alternative arrangement which will avoid or minimize such
          illegality. If no such arrangements are agreed within such thirty
          (30) day period (or if such period of consultation shall be
          effectively prohibited by such Regulatory Change) the Borrower shall
          prepay, within five days after the expiry of such thirty (30) day
          period (or on such earlier date as may be required by such Regulatory
          Change) the Principal Amount of and interest on such affected
          Lender's then outstanding Loans (subject, however, to Clause 5.3).

5.6  TAXES

     (a)  All payments by each Obligor of principal of, and interest on, the
          Loans and all other amounts payable pursuant to this Agreement or any
          other Loan Document to any Lender Party shall be made free and clear
          of, and without deduction for any, present or future income, excise,
          stamp or other taxes, fees, duties, withholdings or other charges of
          any nature whatsoever imposed by any taxing authority of any
          jurisdiction, in each case other than franchise taxes and taxes
          imposed on or measured by the recipient's net income or receipts
          (such non-excluded items referred to as "TAXES"). In

                                      -49-

<PAGE>

          the event that any withholding or deduction from any payment to be
          made by any Obligor hereunder or under any other Loan Document is
          required in respect of any Taxes pursuant to any Applicable Law, then
          such Obligor will

          (i)    to the extent that any such Taxes are payable by such Obligor,
                 pay directly to the relevant authority the full amount to be so
                 withheld or deducted;

          (ii)   promptly forward to the Agent an official receipt or other
                 documentation satisfactory to the Agent (to the extent the same
                 is available to such Obligor) evidencing such payment to such
                 authority; and

          (iii)  pay to the Agent for the account of the person or persons
                 entitled thereto such additional amount or amounts as is
                 necessary to ensure that the net amount actually received by
                 such person will be equal to the full amount such person would
                 have received had no such withholding or deduction been
                 required.

          Moreover, if any Taxes are directly asserted against any Lender Party
          with respect to any payment received by such Lender Party hereunder
          or under any other Loan Document, such Lender Party may pay such
          Taxes and the relevant Obligor will promptly pay such additional
          amounts (including any penalties, interest or expenses except to the
          extent that the same are incurred as a result of the negligence or
          wilful misconduct of the relevant Lender Party) as is or are
          necessary in order that the net amount received by such Lender Party
          after the payment of such Taxes (including any Taxes on such
          additional amount) shall equal the amount such Lender Party would
          have received had such Taxes not been asserted.

     (b)  If any Obligor fails to pay any Taxes when due to the appropriate
          taxing authority or fails to remit to the Agent, for its own account
          and/or, as the case may be, the account of the relevant Lender
          Parties, the required receipts or other required documentary
          evidence, such Obligor shall indemnify the Agent or the relevant
          Lender Parties, as the case may be, for any incremental Taxes,
          interest or penalties that may become payable by any such Lender
          Party as a result of any such failure (excluding, however, any such
          incremental Taxes, interest or penalties incurred as a result of the
          gross negligence or wilful misconduct of the relevant Lender Party).
          For purposes of this Clause, a distribution hereunder or under any
          other Loan Document by the Agent or any Lender to or for the account
          of any Lender shall be deemed a payment by the Borrower.

     (c)  The Lender Parties agree to cooperate with each Obligor in completing
          and delivering or filing tax-related forms which would reduce or
          eliminate any amount of taxes of the nature referred to in clause (a)
          required to be deducted or withhold on account of any payment made by
          such Obligor under this Agreement or any other Loan Document;
          PROVIDED, HOWEVER, that no Lender Party shall be under any obligation
          to execute and deliver any such form if, in the opinion of such
          Lender Party, completion of any

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<PAGE>

          such form might reasonably be expected to result in an adverse
          consequence with respect to the business or tax position of such
          Lender Party.

5.7  MITIGATION

     (a)  In the event that the Borrower makes payment of any amount pursuant to
          Clause 5.4 or 5.6 or that any Lender Party seeks payment of an amount
          pursuant to Clause 5.4 or 5.6 or because of circumstances resulting
          in the thirty (30) day negotiation period described in any of Clauses
          5.1(b), 5.2(b) or 5.5(b), such affected Lender Party agrees that it
          will take such reasonable steps as may reasonably be open to it to
          mitigate the effects of the circumstances described in the foregoing
          Clauses (including the transfer of such Lender Party's Dollar Lending
          Office to another jurisdiction and the application for a Tax Credit);
          PROVIDED, HOWEVER, that no Lender Party shall be obligated to:

          (i)    take any such steps if, in its opinion, such steps would
                 require it to achieve less than its expected return under this
                 Agreement or would have an adverse effect upon its assets or
                 financial condition:

          (ii)   achieve any particular result in the case of any such steps
                 resulting in less than complete mitigation of the relevant
                 circumstances; or

          (iii)  take any such steps if, in its opinion, it would incur a
                 liability to the Borrower as a result thereof except pursuant
                 to clause (b).

     (b)  If, pursuant to clause (a), any Lender Party effectively obtains a
          refund of tax or credit (a "TAX CREDIT") against a payment made by
          the Borrower pursuant to Clause 5.6 (a "TAX PAYMENT"), and such
          Lender Party is able to identify such Tax Credit as being
          attributable to such Tax Payment, then such Lender Party, forthwith
          after actual receipt of such Tax Credit, shall reimburse the Borrower
          for such amount as shall be reasonably attributable to such Tax
          Payment: PROVIDED, HOWEVER, that no Lender Party shall be required to
          make any such reimbursement which would cause it to lose the benefit
          of such Tax Credit or would otherwise materially adversely affect any
          matter relating to such Lender Party in connection with the
          assessment or payment of any Taxes. Each Lender Party shall have
          absolute discretion as to whether to claim any Tax Credit, and if it
          does so claim, the extent, order and manner in which it does so. No
          Lender Party shall be obliged to disclose information regarding its
          tax affairs or computations to the Borrower.

5.8  PAYMENTS, COMPUTATIONS, ETC

          All payments by any Obligor pursuant to this Agreement or any other
          Loan Document, whether in respect of Principal Amount, interest or
          otherwise, shall (except with respect to any repayment or prepayment
          of any Obligation denominated in another currency) be paid in
          Dollars. All such payments made in Dollars shall be made by such
          Obligor to the Agent for the account of each Lender Party entitled
          thereto, by delivery of Dollars in immediately available funds to an

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<PAGE>

          account of the Agent at the Agent's Dollar Lending Office, which
          account shall be designated from time to time by notice to the
          Borrower from the Agent, for the account of each Lender Party
          entitled thereto (and, if such payment shall be of less than the due
          amount of the relevant payment Obligation then due and owing, for the
          PRO RATA benefit of each Lender Party entitled to share in such
          payment in accordance with its respective portion of the aggregate
          unpaid amount of similar payment Obligations). All such payments
          denominated in Dollars shall be made, without setoff, deduction, or
          counterclaim, not later than 11:00 a.m. New York City time, on the
          date when due. All such payments denominated in any currency other
          than Dollars shall be payable to such account, and by such time, as
          the Agent shall specify from time to time. Any payments received
          hereunder after the time and date specified in this Clause shall be
          deemed to have been received by the Agent on the next following
          Business Day. The Agent shall promptly remit to each Lender Party its
          share (calculated as aforesaid), if any, of such payments, in kind.
          Such remittance shall be to an account designated by such Lender
          Party to the Agent by notice from time to time and maintained at, in
          the case of a Lender, such Lender's Dollar Lending Office, or, in the
          case of any other Lender Party, such location as such Lender Party
          shall designate to the Agent by notice from time to time. All
          interest and fees shall be computed on the basis of the actual number
          of days (including the first day but excluding the last day)
          occurring during the period for which such interest or fee is payable
          over a year comprised of 360 days. Subject to clauses (d) and (e) of
          the definition of "INTEREST PERIOD", whenever any payment to be made
          shall otherwise be due on a day which is not a Business Day, such
          payment shall be made on the next succeeding Business Day and such
          extension of time shall be included in computing interest or fees, if
          any, in connection with such payment.

5.9  REDISTRIBUTION OF PAYMENTS

     (a)  If, at any time, the proportion which any Lender Party (a "RECOVERING
          LENDER Party") has received or recovered (whether voluntary,
          involuntary, by application of set off, or otherwise) in respect of
          its portion of any payment (a "RELEVANT PAYMENT") to be made under
          this Agreement or under any other Loan Document (other than any
          Required Hedging Agreement to which it is party) by any Obligor for
          the account of such Recovering Lender Party and one or more other
          Lender Parties is greater (the amount of such excess being herein
          called an "EXCESS AMOUNT") than the proportion thereof received or
          recovered by the Lender Party or Lender Parties entitled to
          participate in the payment Obligation to which such payment relates
          and which are receiving or recovering the smallest proportion thereof
          (which, for the purposes hereof shall include a nil receipt or
          recovery), (it being understood that all relevant payments are to be
          distributed among the Lenders in accordance with their respective
          Percentages), then:

          (i)    such Recovering Lender Party shall pay to the Agent an amount
                 equal to such excess amount;

          (ii)   there shall thereupon fall due from such Obligor to the
                 Recovering Lender Party an amount equal to the amount paid out
                 by such Recovering Lender Party pursuant to clause (a)(i), the
                 amount so

                                      -52-

<PAGE>

                  due being treated, for the purposes hereof, as if it were an
                  unpaid part of such Recovering Lender Party's portion of
                  such relevant payment; and

           (iii)  the Agent shall treat the amount received by it from such
                  Recovering Lender Party pursuant to clause (a)(i) as if such
                  amount had been received by it from such Obligor in respect of
                  such relevant payment and shall pay the same to the other
                  Lender Parties in accordance with their respective
                  Percentages.

           Within two (2) Business Days after any Lender Party receives or
           recovers any relevant payment otherwise than by payment through the
           Agent, that Lender Party shall notify the Agent of the amount and
           currency so received or recovered, how it was received or recovered
           and whether it represents principal, interest or other sums.
           Furthermore, no Lender Party shall be obliged to share any amount
           which it has received or recovered as a result of taking legal
           proceedings with any other Lender Party which had the opportunity to
           participate in those legal proceedings but did not do so and did not
           take separate legal proceedings to recover the relevant payments.

      (b)  If any sum (a "RELEVANT SUM")  received or recovered by a Recovering
           Lender Party in respect of any amount owing to it by any Obligor
           becomes repayable and is repaid by such Recovering Lender Party,
           then:

           (i)   each Lender Party which has received a share of such relevant
                 sum by reason of the implementation of clause (a) shall, upon
                 request of the Agent, pay to the Agent for the account of the
                 Recovering Lender Party an amount equal to its share of the
                 relevant sum; and

           (ii)  there shall thereupon fall due from the relevant Obligor to
                 each such Lender Party an amount equal to the amount paid out
                 by it pursuant to clause (b)(i), the amount so due being
                 treated, for the purposes hereof, as if it were the sum payable
                 to such Lender Party against which such Lender Party's share of
                 such relevant sum was applied.

      (c)  If any Lender shall commence any action or proceeding in any court
           to enforce its rights hereunder after consultation with the other
           Lenders and, as a result thereof or in connection therewith, shall
           receive any excess amount (as referred to in clause (a)) then such
           Lender shall not be required to share any portion of such excess
           amount with any Lender which has the legal right to, but does not,
           join in such action or proceeding (having had notice of such action
           or proceeding) or commence and diligently prosecute a separate action
           or proceeding to enforce its rights in another court.

5.10  SETOFF

      In addition to and not in limitation of any rights or remedies of
      any Lender Party under Applicable Law on otherwise, each Lender
      Party (or any branch thereof) shall, in the event that the Borrower
      defaults in the payment, repayment or prepayment when due of any
      payment Obligation, have the right to appropriate and apply to the
      payment of such Obligations owing to it (whether or not then due) any

                                      -53-

<PAGE>

      and all balances, credits, deposits, accounts or moneys of each Obligor
      then or thereafter maintained with such Lender Party in whatever currency
      or precious metals (including Gold); PROVIDED, HOWEVER, that any such
      appropriation and application shall be subject to the provisions of
      Clause 5.9.

5.11  APPLICATION OF PROCEEDS

      If at any time any amount received by the Agent is less than the amount
      then due and payable pursuant to this Agreement or any other Loan
      Document (including any proceeds received by the Agent in respect of any
      sale of, collection from, or other realisation upon, all or any part of
      any collateral security subject to any Security Agreement) such amount
      may, in the discretion of the Agent (after consultation with the
      Lenders), be held by the Agent as additional collateral security under
      the relevant Security Agreement for, or then or at any time thereafter be
      applied (after payment of any amounts payable to the Agent pursuant to
      Clauses 11.3 and 11.4 and similar provisions contained in the other Loan
      Documents) in whole or in part by the Agent against, all or any part of
      the Obligations in the following order:

     (a)  FIRST, to amounts outstanding to the Lender Parties (or any of them)
          under any Loan Document (excluding, however, any Required Hedging
          Agreement)  in respect of any amount other than interest on, or the
          Principal Amount of, any Loan;

     (b)  SECOND, to amounts outstanding to the Lender Parties (or any of them)
          under any Loan Document (excluding, however, any Required Hedging
          Agreement) in respect of interest on any Loan; and

     (c)  THIRD, pro rata to amounts outstanding to the Lender Parties (or any
          of them) under any Loan Document in respect of:

          (i)    the Principal Amount of any Loan; and

          (ii)   net payment obligations of the Borrower (or, to the extent that
                 the amount received under the relevant Loan Document relates to
                 any such net payment obligation of RRL, RRL) to any Lender
                 under any Loan Document relating to a Hedging Obligation;

          PROVIDED, HOWEVER, that after the occurrence of any event that
          constitutes or with the lapse of time, would constitute an "INSURED
          EVENT" as defined in the Political Risk Insurance the amount applied
          against the Obligations pursuant to sub-paragraph (a) above shall be
          that remaining after the application of a portion of such funds in
          respect of the provider of Political Risk Insurance's pro-rata share
          of the Lender Parties' and such provider's out-of-pocket expenses or
          recovery paid to third parties in respect of this Loan Agreement and
          the Loan Documents.

          Any surplus of such cash or cash proceeds held by the Agent and
          remaining after payment in full of all the Obligations shall be paid
          over to whomsoever may be lawfully entitled to receive such surplus.

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<PAGE>

5.12   CURRENCY OF PAYMENT

       If:

       (a)  any amount payable by any Obligor under this Agreement or any
            other Loan Document is received by a Lender Party entitled thereto
            in a currency ("PAYMENT Currency") other than the amount agreed to
            be payable in the currency in which the relevant Obligation is
            denominated (the "RELEVANT CURRENCY"), whether as a result of any
            judgement or order or the enforcement thereof, the liquidation of
            such Obligor or otherwise; and

       (b)  the amount produced by converting the Payment Currency so
            received into the Relevant Currency is less than the required amount
            of the Relevant Currency, then the relevant Obligor shall, as an
            independent obligation separate and independent from its other
            obligations contained hereunder and in any other Loan Document,
            indemnify such Lender Party for the deficiency and any loss
            sustained as a result. Such conversion shall be made promptly
            following receipt at such prevailing rate of exchange in such market
            as is reasonably determined by such Lender Party as being most
            appropriate for the conversion. The relevant Obligor shall in
            addition pay the reasonable costs of the conversion. Each Obligor
            waives any right it may have in any jurisdiction to pay any amount
            under this Agreement or any other Loan Document in a currency other
            than the Relevant Currency.

6.     CONDITIONS PRECEDENT TO MAKING LOANS

6.1    INITIAL LOANS

       The obligations of each Lender to make its initial Loan shall be subject
       to the prior or concurrent satisfaction of each of the conditions
       precedent set forth in this Clause. Unless specifically stated to the
       contrary, each document, certificate, and other Instrument delivered
       pursuant to this Clause shall be dated on, or prior to, and shall be in
       full force and effect on, the Borrowing Date of the rate Loans to he
       drawn down hereunder.

6.1.1  RESOLUTIONS, ETC

       The Agent shall have received:

       (a)  from each Obligor, a certificate of its Secretary or similar
            officer as to:

             (i)  resolutions of its Board of Directors, Management Committee or
                  similar body then in full force and effect (and, in the case
                  of the Borrower, of its shareholders) authorising the
                  execution, delivery and performance of this Agreement and each
                  other Operative Document or other document to be executed by
                  it in connection with the transactions contemplated hereby and
                  thereby;

            (ii)  the incumbency and signatures of those of its officers
                  authorised to act with respect to this Agreement and each
                  other Operative Document or other document executed or to be
                  executed by it; and

                                      -55-

<PAGE>

            (iii)  its Organic Documents as then in effect,

            upon which certificates each Lender Party may conclusively rely
            until it shall have received a further certificate of the Secretary
            or similar officer of such Obligor, cancelling or amending such
            prior certificate; PROVIDED, HOWEVER, that any such further
            certificate may not retroactively cancel or amend any matters
            contained in any certificate previously delivered hereunder;

       (b)  from the Independent Engineer, a certificate of its Secretary or
            similar officer as to the incumbency and signature of those of its
            officers authorised to act with respect to the Completion
            Certificates and each other document to be executed by it and each
            other matter contemplated hereby, upon which certificate each Lender
            Party may conclusively rely until it shall have received a further
            certificate of the Secretary or similar officer of the Independent
            Engineer (with prospective effect only) cancelling or amending such
            prior certificate; and

       (c)  Such other documents (certified if requested) as the Agent may
            reasonably request from any Obligor with respect to any Organic
            Document, Contractual Obligation, Operative Document or Approval.

6.1.2  SECURITY AGREEMENTS

       The Agent shall have received:

       (a)  counterparts of each Security Agreement (including the Original
            Subordination Agreements but excluding the AngloGold Security
            Agreements and the Borrower Security Agreement (Fixed Assets) duly
            executed by an Authorised Representative of each Obligor party
            thereto;

       (b)  evidence that all filings, stampings; registrations, recordings,
            notifications and other actions in all relevant jurisdictions
            necessary or, in the opinion of counsel to the Agent, advisable or
            desirable, in order to create in favour of the Lender Parties a
            valid and perfected first-priority lien over all of the collateral
            purported to be covered by each Security Agreement (including the
            Original Subordination Agreements but excluding the AngloGold
            Security Agreements and the Borrower Security Agreement (Fixed
            Assets) have been made or, as the case may be, taken and are in full
            force and effect;

       (c)  (i)  share certificates representing all of the share capital and
            voting rights of the Borrower owned by Morila Holdings (including
            any Directors Qualifying Shares and being, in the aggregate, not
            less than eighty percent (80%) of such share capital and voting
            rights);

            (ii)   share certificates representing all of the issued and paid-in
                   share capital of Morila Holdings; and

            (iii)  with respect to the shares described in each of clauses
                   (c)(i) and (c)(ii), stock powers relating thereto executed
                   in blank and such

                                      -56-

<PAGE>

            other instruments of transfer in connection therewith as the Agent
            shall reasonably require;

       (d)  copies of each Counterparty Notice (as defined in and required by
            each of the Borrower Security Agreement (Offshore Assets) and the
            Randgold Resources Security Agreement), duly executed by an
            Authorised Representative of the relevant Obligor and by an
            authorized signatory of any other person required to execute such
            Counterparty Notice; and

       (e)  copies of any documentation evidencing any Approved Subordinated
            Indebtedness then in effect.

6.1.3  RANDGOLD GUARANTEE AGREEMENT

       The Agent shall have received counterparts of the Randgold Guarantee
       Agreement, duly executed by an Authorised Representative of each of the
       Randgold Completion Guarantors.

6.1.4  PROJECT DOCUMENTS; APPROVALS

       The following conditions shall have been met:

       (a)  all Project Documents executed on or prior to the initial Borrowing
            Date (including the Construction Contract, Mining Contract, Power
            Contract, Refining Agreement and Mali Consent Agreement) shall be
            satisfactory in form and substance to all the Lenders, shall be in
            full force and effect, and copies thereof (certified as being true
            and correct copies of the originals thereof by an Authorised
            Representative of the Borrower) shall have been delivered to the
            Agent;

       (b)  the Agent shall have received such documentation (collectively, the
            "ORIGINAL STEP-IN AGREEMENTS") as it shall reasonably require as
            evidence of the rights of the Lender Parties to assume the rights
            and obligations of the Borrower (or any Affiliate thereof party to
            any Project Document) under any Project Document to which it is a
            party upon the occurrence of an Event of Default or such other
            event as the Agent shall specify; and

       (c)  the Agent shall have received a certificate of an Authorised
            Representative of RRL, to the effect that

            (i)   all Approvals of the nature referred to in the first
                  sentence of Clause 7.17(a) have been obtained, all such
                  Approvals are listed in Item 1 ("APPROVALS") of the
                  Disclosure Schedule have been obtained and each such Approval
                  is in full force and effect as at (x) in the case of each
                  Approval listed in Part A of Item 1 ("CURRENT APPROVALS") of
                  the Disclosure Schedule, the date set forth opposite such
                  Approval in such Part A, and (y) in the case of each Approval
                  listed in Part B of Item 1 ("PENDING APPROVALS") of the
                  Disclosure Schedule, a date occurring prior to the initial
                  Borrowing Date as set forth in such certificate; and

                                      -57-

<PAGE>

            (ii)   a true, correct and complete copy of each such Approval is
                   attached to such certificate. Without limiting the generality
                   of the foregoing the Agent shall have received such evidence
                   as it shall require by way of proof that the Borrower is not
                   in default in connection with the payment of taxes, social
                   security and similar payments required or scheduled to be
                   paid in Mali.

6.1.5  REQUIRED HEDGING AGREEMENTS

       The Agent shall have received such evidence as it shall require in
       connection with the implementation by the Borrower of Required Hedging
       Agreements which are required by Clause 8.1.10 to be in effect on the
       initial Borrowing Date.

6.1.6 INSURANCE

       The terms of and policies of insurance required to be maintained pursuant
       to Clause 8.1.7 (including as to amount, risks covered and deductibles)
       shall be reasonably satisfactory to the Agent and the Agent shall have
       received a schedule (as amended from time to time pursuant to Clause
       8.1.7, the "INSURANCE SUMMARY") detailing all policies of insurance
       maintained in connection with the Morila Project as at the initial
       Borrowing Date and the coverage effected thereby. In addition, the Agent
       shall have received copies of all policies and binders or brokers'
       letters of undertaking regarding such policies. The Agent shall also have
       received:

       (a)  such evidence with respect to the adequacy of insurance cover with
            respect to the Morila Project as the Agent, in its sole and absolute
            discretion, may require;

       (b)  endorsements to all insurance policies maintained in connection with
            the Morila Project signed by the issuers of such policies and
            acknowledging the interests of the Lender Parties in such policies
            as referred to in Clause 8.1.7(b);

       (c)  evidence reasonably satisfactory to it that all premiums (or
            deposits in connection therewith) required to be paid in order to
            ensure that the policies referred to in this Clause are in full
            force and effect, have been paid and that all such policies are in
            full force and effect; and

       (d)  counterparts of the Insurance Consultant's Certificate duly executed
            by the Insurance Consultant

6.1.7  PROJECT ACCOUNTS: PRIOR CONTRIBUTIONS

       The Facility Agent shall have received:

       (a)  evidence that the Project Accounts have been established;

       (b)  counterparts of the Project Account Agreement (Offshore) duly
            executed by the Project Account Bank (Offshore) and an Authorised
            Representative of the Borrower;

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<PAGE>

       (c)  counterparts of the Project Account Agreement (Mali) duly executed
            by the Project Account Bank (Mali) and an Authorised Representative
            of the Borrower;

       (d)  evidence of the aggregate amounts (the "COMPLETION GUARANTOR PRIOR
            CONTRIBUTION") contributed by the Completion Guarantors to the
            Borrower prior to the initial Borrowing Date by way of Capital
            Contributions and/or Approved Subordinated Indebtedness and/or other
            Indebtedness (which amount shall not be less than U.S.$25,000,000)
            together with a certificate of the chief financial Authorised
            Representative of each Completion Guarantor containing details of
            the portion of such amount which has been utilised prior to the
            initial Borrowing Date by the Borrower in the development and
            construction of the Mine;

       (e)  evidence that the Completion Deposit Account shall have been funded
            by RRL (including from the proceeds of the repayment of Initial
            Repayable Intercompany Indebtedness made from the proceeds of the
            initial Loans) in a principal amount of not less than
            U.S.$5,000,000; and

       (f)  a copy (certified as a true and correct copy of the original thereof
            by an Authorised Representative of RRL) of the Barnex Loan
            Agreement.

6.1.8  PROCESS AGENT ACCEPTANCE

       The Agent shall have received a counterpart of the Process Agent
       Acceptance, duly executed by the Process Agent, together with evidence of
       the appointment of the Process Agent by each Obligor.

6.1.9 OPINIONS OF LEGAL ADVISERS

       The Agent shall have received opinions from:

       (a)  Cabinet Berthe, legal advisers in Mali to the Obligors,
            substantially in the form of Exhibit E-1 attached hereto;

       (b)  Ogier & Le Masurier, legal advisers in Jersey to the Obligors,
            substantially in the form of Exhibit E-2 attached hereto;

       (c)  Bowman Gilfillan, Inc., legal advisers in South Africa to the
            Obligors, substantially in the form of Exhibit E-3 attached hereto;

       (d)  Herbert Smith, special legal advisors in France to the Lender
            Parties, substantially in the form of Exhibit E-4 attached hereto;
            and

       (e)  Mayer, Brown & Platt, legal advisers in England to the Lender
            Parties, substantially in the form of Exhibit E-5 attached hereto.

       Each Obligor hereby instructs its legal advisers referred to in clauses
       (a) to (c) to deliver the opinions referred to in such clauses to the
       Lender Parties.

6.1.10 DEVELOPMENT PLAN; ENVIRONMENTAL IMPACT STUDY; TECHNICAL REVIEW

                                      -59-

<PAGE>

       The Lenders shall have received:

       (a)  the initial Cash Flow Schedule, initialled for purposes of
            identification by each of RRL and the Agent together with a copy of
            the remainder of the Development Plan certified by an Authorised
            Representative of RRL as being a true and accurate copy of the
            original thereof;

       (b)  the Environmental Impact Study certified by an Authorised
            Representative of RRL as being a true and accurate copy of the
            original thereof; and

       (c)  the Technical Review certified as a true and correct version thereof
            by the Independent Engineer.

6.1.11 INITIAL COMPLIANCE CERTIFICATE

       The Agent shall have received a Compliance Certificate calculated as of
       the initial Borrowing Date, together with such information concerning the
       calculations and assumptions used by the Borrower in preparing such
       Compliance Certificate as the Agent shall have requested.

6.1.12 INDEPENDENT ENGINEER'S CERTIFICATE

       The Facility Agent shall have received counterparts of the Independent
       Engineer's Certificate duly executed by the Independent Engineer.

6.1.13 CLOSING FEES, EXPENSES, ETC

       The Agent shall have received (including, to the extent necessary, from
       the proceeds of the initial Loans) for its own account, or for the
       account of the relevant Lender Parties, as the case may be, all fees due
       and payable on or prior to the initial Borrowing Date and all fees and
       expenses payable pursuant to Clause 11.3, to the extent then invoiced.

6.1.14 POLITICAL RISK INSURANCE

       (a)  Each Lender shall have been named as a beneficiary (which term shall
            include a policy naming the Agent or the Arrangers as insured and
            the Lenders as co-insured) in respect of a policy of Political Risk
            Insurance complying with the definition of such term, such Political
            Risk Insurance shall be in full force and effect, and the Borrower
            shall have paid to the Agent all premiums due pursuant to such
            Political Risk Insurance with respect to the shorter of:

            (i)    the first twenty-four month period of coverage of such
                   insurance; or

            (ii)   the period from the commencement of coverage of such
                   insurance until 30 June, 2000.

       (b)  The Agent shall have received confirmation from the issuer of the
            Political Risk Insurance that the terms and conditions of this
            Agreement and the other Operative Documents are consistent with, and
            in compliance with, the requirements of the Political Risk Insurance
            with respect to the form,

                                      -60-

<PAGE>

            content and substance of the documentation relating to the
            financing of the Morila Project.

6.1.15 BONDHOLDERS' WAIVER

       The Agent shall have received a certificate of an Authorised
       Representative of the Borrower:

       (a)  attaching thereto true and correct copies of the documentation
            relating to the RECI. Convertible Bonds; and

       (b)  confirming the validity of, and attaching a true and correct copy
            of, documents waiving (in connection with each relevant Security
            Agreement) the negative pledge restrictions assumed by RECI and
            certain affiliates in connection with such documentation.

6.2    ALL LOANS

       The obligations of the Lenders to make any Loan (including the initial
       Loans) shall be subject to the prior or concurrent satisfaction of the
       additional conditions precedent set forth in this Clause.

6.2.1  COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC

       The representations and warranties of each Obligor set forth in Clause 7
       and those of each Obligor, AngloGold and AngloGold (BVI) set forth in
       each other Loan Document to which such Obligor and/or, as the case may
       be, AngloGold and/or AngloGold (BVI) is a party shall be true and correct
       in all material respects as of the date initially made, and both
       immediately before and immediately after the making of the Loans (but, if
       any Default of the nature referred to in Clause 9.1.5 shall have occurred
       with respect to any other indebtedness, without giving effect to the
       application, directly or indirectly, of the proceeds of such Loans to
       such other indebtedness):

       (a)  such representations and warranties shall be true and correct in all
            material respects with the same effect as if then made (unless
            stated to relate solely to an earlier date, in which case such
            representations and warranties shall be true and correct as of such
            earlier date); and

       (b)  no Default shall have then occurred and be continuing.

6.2.2  BORROWING REQUEST

       The Agent shall have received a duly completed Borrowing Request for such
       Loans. The delivery of a Borrowing Request and the acceptance by the
       Borrower of the proceeds of the Loans shall constitute a representation
       and warranty by each Obligor on the relevant Borrowing Date (both
       immediately before and immediately after giving effect to the making of
       the Loans and the application of the proceeds thereof) that the
       statements made in Clause 6.2.1 are true and correct.

6.2.3  SATISFACTORY LEGAL FORM

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<PAGE>

       All documents executed or submitted pursuant hereto by or an behalf of
       any person shall be satisfactory in form and substance as to legal
       matters to the Lender Parties and their legal advisers acting reasonably
       and the Agent shall have received all information, and such counterpart
       originals or such certified or other copies of such Instruments related
       to the conditions precedent described in this Clause, as the Agent or its
       legal advisers may reasonably request.

7.     REPRESENTATIONS AND WARRANTIES

       In order to induce the Lender Parties to enter into this Agreement and,
       in the case of the Lenders, to make and continue Loans hereunder.

       (a)  the Borrower represents and warrants into each Lender Party as set
            forth in this Clause; and

       (b)  the Randgold Completion Guarantors make the representations and
            warranties set out in Clauses 7.2 through 7.5 and Clauses 7.7, 7.8,
            7.11 and 7.19 to each Lender Party.

       The representations and warranties set forth in this Clause shall be made
       upon the delivery of each Borrowing Request and each Continuation Notice,
       and shall (except with respect to the representations and warranties
       referred to in Clause 7.3(b) or 7.3(c) and in Clause 7.19) be deemed to
       have been made on each Borrowing Date (both immediately before and
       immediately after the application of the proceeds of the relevant Loans),
       the Mechanical Completion Date, the Economic Completion Date, the Release
       Date and on any date on which any person grants further security to any
       Lender Party pursuant to Clause 8.1.16; PROVIDED, HOWEVER, that no
       Randgold Completion Guarantor will be deemed (but without prejudice to
       any liability arising as a result of any breach of any such
       representation or warranty made by any Randgold Completion Guarantor on
       or prior to the Release Date) to have made any new representation or
       warrant pursuant to the terms of this Clause at any time following the
       Release Date.

7.2    ORGANISATION, POWER, AUTHORITY, ETC

       The Borrower is a company (societe anonyme) validly organised and
       existing under the laws of Mali. Each of RRL and Morila Holdings is a
       company duly incorporated and validly existing under the laws of Jersey.
       Each Obligor is duly qualified to do business and is in good standing
       (where such concept is applicable) as a foreign company in each
       jurisdiction where the nature of its business makes such qualification
       necessary and where the failure to so qualify would have a Materially
       Adverse Effect with respect to such Obligor and has full power and
       authority, and holds all requisite Approvals, to own and hold under lease
       its property, to sue and to be sued in its own name and to conduct its
       business substantially as currently conducted by it. Each Obligor has
       full power and authority to enter into and perform its obligations under
       this Agreement and the other Operative Documents executed or to be
       executed by it and, in the case of the Borrower, to obtain Loans
       hereunder.

7.3    DUE AUTHORISATION: NON-CONTRAVENTION

                                      -62-

<PAGE>

The execution and delivery by each Obligor of this Agreement and each other
Operative Document executed or to be executed by it and the performance by each
Obligor of its obligations hereunder and thereunder, and the receipt of the
Loans hereunder in the case of the Borrower:

       (a)  have been duly authorised by all necessary corporate action on its
            part;

       (b)  do not require any Approval (other than those Approvals referred to
            in Item l ("APPROVALS") of the Disclosure Schedule);

       (c)  do not and will not conflict with, result in any violation of, or
            constitute any default under, any provision of any Requirement of
            Law or Approval binding on it;

       (d)  in the case of any Requirement of Law or Approval relating to the
            Morila Project generally and not applying to the Loan Documents, do
            not and will not conflict with, result in any violation of or
            constitute any default under such Requirement of Law or Approval
            which would be likely to have a Material Adverse Effect with respect
            to such Obligor; and

       (e)  will not result in or require the creation or imposition of any lien
            on any of its properties pursuant to the provisions of any
            Contractual Obligation (other than pursuant to this Agreement and
            each Security Agreement to which such Obligor is a party).

7.4    VALIDITY, ETC

       (a)  This Agreement constitutes, and each other Operative Document
            executed or to be executed by each Obligor constitutes, or on the
            due execution by each party thereto and delivery thereof will
            constitute, the legal, valid, and binding obligation of such Obligor
            enforceable in accordance with its terms (subject to bankruptcy and
            insolvency laws and other similar laws of applicability to creditors
            generally and to general equitable principles).

       (b)  Upon taking of the various actions described in Clause 6.1.2 (and,
            in the case of the AngloGold Security Agreements, the various
            actions described in the First Schedule to the Supplemental
            Agreement), each Security Agreement will create in favour of the
            Agent (for the rateable benefit of the Lender Parties), a valid and
            perfected first-priority lien on all of the assets, properties,
            rights and revenues referred to in each such Security Agreement as
            security for the relevant obligations expressed to be covered
            thereby, subject to no liens, except:

            (i)    for mandatory provisions of Applicable Law; and

            (ii)   as specifically permitted by this Agreement or such Security
                   Agreement.

7.5    LEGAL STATUS

       No Obligor nor any of their respective properties or revenues enjoys any
       right of immunity from suit, set-off, attachment prior to judgment or in
       aid of execution, or

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<PAGE>

       execution on a judgment in respect of their respective obligations under
       any of the Loan Documents to which it is a party.

7.6    FINANCIAL INFORMATION

       All balance sheets and all statements of operations, shareholders' equity
       and cash flow and all other financial information relating to each
       Obligor which have been furnished by or on behalf of such Obligor to the
       Agent for the purposes of or in connection with this Agreement or any
       transaction contemplated hereby. including:

       (a)  the consolidated and individual balance sheet of RRL at 31 March,
            1999, and the related consolidated statements of operations,
            shareholders' equity and cash flow of RRL, as audited by
            Pricewaterhouse Coopers; and

       (b)  the balance sheet of the Borrower at 30 September, 1999, and a
            statement of Capital Expenditures in respect of the Morila Project
            as at 30 September, 1999, in each case certified by the chief
            financial Authorised Representative of the Borrower;

       have been prepared in accordance with GAAP consistently applied
       throughout the periods involved (except as disclosed therein) and present
       fairly the financial position of the relevant Obligor as at the dates
       thereof and the results of its operations for the periods then ended. No
       Obligor has on the date hereof any material Contingent Liability or
       liability for taxes, long-term leases or unusual forward or long-term
       commitments which are not reflected in its financial statements described
       in this Clause or in the notes thereto.

7.7    ABSENCE OF DEFAULT

       No Obligor is in default in the payment of (or in the performance of any
       material obligation applicable to) any indebtedness in excess of
       U.S.$1,000,000, no Default is outstanding or would result from the making
       of any Loan and no Obligor is in default under any material provision of
       any Project Document to which it is party, any Requirement of Law or the
       terms or conditions upon which any Approval has been granted.

7.8    LITIGATION, ETC

       There is no pending or, to the knowledge of any Obligor, threatened
       litigation, arbitration, employment dispute or governmental investigation
       or proceeding against any Obligor or any or their respective affiliates
       or to which any of any such entity's business, operations, properties,
       assets (including the Mine), revenues or prospects is subject which could
       reasonably be expected to have a Materially Adverse Effect with respect
       to such Obligor. All pending or threatened litigation, arbitration,
       employment disputes and governmental investigations and proceedings
       against any Obligor or to which any of any such entity's business.
       operations, properties. assets (including the Mine), revenues or
       prospects is subject as of the date of the delivery of the initial
       Borrowing Request are disclosed in Item 2 ("LITIGATION") of the
       Disclosure Schedule. In the case of any litigation so disclosed, there
       has been no development in such litigation since the Effective Date

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<PAGE>

       which could reasonably be expected to have a Materially Adverse Effect
       with respect to any Obligor.

7.9    MATERIALLY ADVERSE EFFECT

       Since 31 March, 1999 and since the date of the most recent financial
       statements relating to each Obligor delivered pursuant to Clause
       8.1.1(a), there have been no occurrences which, individually or in the
       aggregate, have or may reasonably be expected to have a Materially
       Adverse Effect with respect to any Obligor.

7.10   BURDENSOME AGREEMENTS

       No Obligor is a party or subject to any Contractual Obligation or Organic
       Document which has or may reasonably be expected to have a Materially
       Adverse Effect with respect to such Obligor.

7.11   TAXES AND OTHER PAYMENTS

       Each Obligor has:

       (a)  filed all tax returns (including all property tax returns and other
            similar tax returns applicable to the Mine) and reports required by
            Applicable Law to have been filed by it, and

       (b)  paid all taxes and governmental charges thereby shown to be owing
            and all claims for sums due for labour, material, supplies, personal
            property and services of every kind and character provided with
            respect to, or used in connection with its business (including the
            Mine) and no claim for the same exists except as permitted
            hereunder, except any such taxes, charges or amounts:

            (i)    not in excess of U.S.$1,000,000;

            (ii)   which has remained unpaid for a period of less than one
                   hundred and twenty (120) days from date on which payment was
                   originally due (in respect of which the relevant Obligor will
                   pay prior to the end of such period); or

            (iii)  which are being diligently contested in good faith by
                   appropriate proceedings and for which adequate reserves in
                   accordance with GAAP shall have been set aside on its books.
                   Summary details of taxes required to be paid in connection
                   with the development of the Morila Project are set forth in
                   Item 10 ("TAXES") of the Disclosure Schedule.

7.12   MINING RIGHTS, PROJECT ASSETS, INSURANCE

       The Borrower has acquired all Project Assets and all Mining Rights, and
       has obtained such other surface and other rights as are necessary on the
       date the representation contained in this Clause is made or repeated from
       time to time for access rights, water rights, plant sites, tailings
       disposal, waste dumps, ore dumps, abandoned heaps or ancillary facilities
       which are required in connection with the

                                      -65-

<PAGE>

       development of the Project substantially in accordance with the
       Development Plan. All such Project Assets, Mining Rights and other rights
       are sufficient in scope and substance for the development of the Project
       as contemplated by the Development Plan and no part of the purchase price
       payable in connection with the acquisition of such Mining Rights and
       other rights (other than any royalty payments, if any, payable pursuant
       to royalty agreements set forth in Item 9 ("ROYALTY AGREEMENTS") of the
       Disclosure Schedule) remains unpaid. The Borrower has made (or has caused
       to be made) full disclosure of all relevant issues and facts to the
       issuer of each insurance policy maintained in connection with the Morila
       Project such that no such issuer is entitled to vitiate, cancel or
       otherwise refuse or decline to honour the terms of, or any pay claims in
       respect of, any such insurance policy.

7.13   OWNERSHIP AND USE OF PROPERTIES; LIENS

       (a)  The Borrower has good title to all of the Project Assets it owns or
            purports to own, free and clear of all liens or claims (including
            infringement claims with respect to patents, trademarks, copyrights
            and the like) except as permitted pursuant to Clause 8.2.3 or as
            disclosed in Item 3 ("ASSETS; PROPERTIES") of the DIsclosure
            Schedule.

       (b)  The Borrower does not own any assets or properties other than those
            derived from or used in connection with the Project and those
            incidental to the operation of the Mine.

       (c)  The Borrower has complied in all material respects with all material
            Contractual Obligations relating to any material Project Asset
            leased, operated, licensed or used by it and all Instruments
            pursuant to which it is entitled to lease, operate, license or use
            any such Project Assets are in full force and effect.

7.14   SUBSIDIARIES

       The Borrower has no subsidiaries. Each Relevant Group Company as at the
       date of the Supplemental Agreement (other than AngloGold and AngloGold
       (BVI) is set forth in Item 4 ("RELEVANT GROUP COMPANIES") of the
       Disclosure Schedule.

7.15   INTELLECTUAL PROPERTY

       The Borrower owns, licenses or otherwise possesses all such patents,
       patent rights, trademarks, trademark rights, trade names, trade name
       rights, service marks, service mark rights and copyrights as it considers
       necessary for the conduct of its business as now conducted without,
       individually or in the aggregate, any infringement upon rights of other
       persons which could reasonably be expected to have a Materially Adverse
       Effect with respect to the Borrower.

7.16   TECHNOLOGY

       The Borrower owns or has the right to use all technologies and processes
       required by it to consummate the Project and operate the Mine (including
       the achievement of Mechanical Completion and Economic Completion by the
       respective dates

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<PAGE>

       contemplated in this Agreement) as contemplated by the Development Plan
       and in accordance with good industry practice, except where any such
       non-ownership or lack or right to use any such technology or process
       would not be reasonably likely to have a Materially Adverse Effect with
       respect to the Borrower. There are no material licence agreements
       granting any other person rights in any patented process or the right to
       use technical or secret know-how that are required for the consummation
       of the Project or the operation of the Mine.

7.17   APPROVALS; PROJECT DOCUMENTS.

       (a)  All Instruments have been entered into and all Approvals have been
            obtained (other than those identified in Part B ("PENDING
            APPROVALS") of Item 1 of the Disclosure Schedule as being scheduled
            to be obtained after the date the representation referred to in this
            clause is made or repeated from time to time) which are required to:

            (i)    consummate the Project and facilitate the operation of the
                   Mine (including the achievement of Mechanical Completion,
                   Economic Completion and the Release Date by December 31,
                   2001) in accordance with the Development Plan; and

            (ii)   enable each Obligor to enter into, and perform its
                   obligations under, each Operative Document to which it is a
                   party. All Approvals necessary to obtain in connection with
                   the consummation of the Project, the operation of the Mine in
                   accordance with the Development Plan and the execution and
                   implementation of the Operative Documents are listed in Item
                   1 ("APPROVALS") of the Disclosure Schedule.

       (b)  Each of the Project Documents is:

            (i)    in full force and effect;

            (ii)   enforceable against each Obligor party thereto (and by such
                   Obligor against all other parties thereto) in accordance with
                   its terms (subject to bankruptcy and insolvency laws and
                   other similar laws of applicability to creditors generally
                   and to general equitable principles); and

            (iii)  in the form previously or concurrently delivered to the
                   Facility Agent pursuant to this Agreement. All performance
                   required under each Project Document of each Obligor (and, to
                   the best of the knowledge of each Obligor, of each other
                   party) required at the date of the making of this
                   representation from time to time has occurred (except:

                   (A)  performance required by any relevant Project Document to
                        be performed at a later date; and

                   (B)  performance of any Obligation contained in any such
                        Project Document which is not material to the Project or
                        to the

                                      -67-

<PAGE>

                        performance of such Project Document taken as a whole),
                        and no default (however denominated) in the performance
                        of the obligations of any Obligor, (or, to the best of
                        the knowledge of each Obligor, of any other party) under
                        any Project Document (except any such default in the
                        performance of any such obligation which is not material
                        to the Project or to the performance of such Project
                        Document taken as a whole) has occurred and is
                        continuing.

7.18   ADEQUACY OF INFORMATION

       The factual statements contained in each of the Development Plan, the
       Environmental Impact Assessment and the Insurance Summary, based upon the
       assumptions stated therein, are true and correct in all material respects
       and do not omit to state any information or fact the omission of which
       might render any conclusion or statement contained in any such document
       misleading in any material respect. The Development Plan contains summary
       descriptions of the Project Assets and the Project and the operation of
       the Mine as proposed to be conducted throughout the Project Period. The
       Environmental Impact Assessment, the Development Plan and the Insurance
       Summary contain summary descriptions of the environmental, technical and
       insurance aspects of the Project Assets and the Project and the operation
       of the Mine as now conducted and as proposed to be conducted throughout
       the Project Period. The financial projections, estimates and other
       expressions of view as to future circumstances contained in the
       Feasibility Study are fair and reasonable and, to the best of each
       Obligor's knowledge, have been arrived at after reasonable enquiry and
       have been made in good faith by the persons responsible therefor.

7.19   ENVIRONMENTAL WARRANTIES

       (a)  Except as set forth in Part A ("ENVIRONMENTAL MATTERS-PROJECT") of
            Item 6 of the Disclosure Schedule:

            (i)    all facilities and property (including underlying
                   groundwater) owned, operated, leased or utilised in
                   connection with the Project have been, and continue to be,
                   owned, operated, leased or utilised by such person in
                   material compliance with the standards set out in, referred
                   to or utilised by the Environmental Impact Study and with the
                   standards for material compliance with environmental and
                   related matters stipulated by the World Bank and as in effect
                   on the date of the Supplemental Agreement (the "ENVIRONMENTAL
                   REVIEW STANDARDS") and in material compliance with material
                   Environmental Laws;

            (ii)   there have been no past, and there are no pending or
                   threatened:

                   (x)  claims, complaints, notices or requests for information
                        received by any person in connection with the Project
                        with respect to any alleged violation of Environmental
                        Review Standards or any Environmental Law which have not
                        been cured or satisfied; or

                                      -68-

<PAGE>

                   (y)  complaints, notices or inquiries in connection with the
                        Project regarding potential liability under any
                        Environmental Review Standard or Environmental Law which
                        complaints, notices or inquiries have resulted in, or
                        would be reasonably likely to result in, any action
                        being taken by any Governmental Agency or any other
                        person;

            (iii)  all Environmental Review Standards and Approvals relating to
                   environmental matters which are necessary for the Project
                   have been issued and are being materially complied with; and

            (iv)   no conditions exist at, on or under any property now or
                   previously owned, leased, operated, licensed or used by the
                   Borrower or, so far as the Borrower is aware having made
                   enquiry, any other Project Party in connection with the
                   Project which, with the passage of time, or the giving of
                   notice or both, would give rise to liability under any
                   Environmental Review Standard or Environmental Law that,
                   individually or in the aggregate, has, or may reasonably be
                   expected to have, a Materially Adverse Effect with respect to
                   the Borrower.

       (b)  Without prejudice to clause (a), except as disclosed in Part B
            ("ENVIRONMENTAL MATTERS - GROUP") of Item 6 of the Disclosure
            Schedule:

            (i)    each Relevant Group Company has complied with all applicable
                   Environmental Laws, except where the failure to be in
                   compliance therewith (x) would not reasonably be expected to
                   have a Materially Adverse Effect with respect to any Obligor
                   or (y) would not reasonably be expected to result in any
                   action being taken by any Governmental Agency or any other
                   person charged under law with a responsibility to enforce any
                   Environmental Law;

            (ii)   no Relevant Group Company manages any Hazardous Materials at
                   any of its facilities or assets in violation of any
                   Environmental Laws, except where any such violation would not
                   reasonably be expected to have a Materially Adverse Effect
                   with respect to any Obligor, and

            (iii)  there are no events, conditions or circumstances occurring at
                   or relating to any facilities or assets of any Relevant Group
                   Company involving any environmental pollution or
                   contamination that have, or would reasonably be expected to
                   have, a Materially Adverse Effect with respect to any
                   Obligor.

7.20   PARI PASSU

       The payment Obligations of each Obligor under each Loan Document to which
       it is a party rank at least PARI PASSU in right of payment with all of
       such Obligor's other unsecured indebtedness, other than any such
       indebtedness which is preferred by mandatory provisions of Applicable
       Law.

                                      -69-

<PAGE>

7.21   ROYALTIES, ETC

       Other than as disclosed in Item 9 ("ROYALTY AGREEMENTS") of the
       Disclosure Schedule, neither the Mine nor the Borrower's interest therein
       is subject to any royalty, net smelter return obligation, net profit
       payment or similar arrangement.

8.     COVENANTS

8.1    CERTAIN AFFIRMATIVE COVENANTS

       Each Obligor agrees with each Lender, Party that, until all Commitments
       have terminated and all Obligations have been paid and performed in full,
       it will perform its respective obligations set forth in this Clause;
       PROVIDED, HOWEVER, that (except in the case of Clauses 8.1.4, 8.1.18 and
       8.1.20) no Randgold Completion Guarantor will be under any further
       obligation under this Clause 8.1 (but without prejudice to any liability
       arising as a result of any breach on or prior to the Release Date of any
       undertaking of any Randgold Completion Guarantor contained in this Clause
       8.1) at any time following the Release Date.

8.1.1  FINANCIAL INFORMATION, ETC

       The Borrower (and/or where stated below, the Randgold Completion
       Guarantors) will furnish, or will cause to be furnished, to the Agent
       (and, in the case of clause (c), the Independent Engineer) copies (with
       sufficient copies for each other Lender Party) of the following financial
       statements, reports and information:

       (a)  promptly when available, and in any event within one hundred and
            eighty (180) days after the close of each Fiscal Year of each
            Randgold Completion Guarantor, the consolidated balance sheet of
            such Randgold Completion Guarantor and its subsidiaries at the close
            of such Fiscal Year and the related consolidated statements of
            operations, shareholders' equity and cash flow of such Randgold
            Completion Guarantor and its subsidiaries, in each case with
            comparable information at the close of and for the prior Fiscal
            Year, and reported on without Impermissible Qualification by
            Pricewaterhouse Coopers or independent certified public or chartered
            accountants of recognised international standing, together with a
            certificate from such accountants to the effect that, in making the
            examination necessary for the signing of such annual report by such
            accountants, they have not become aware of any Default that has
            occurred and is continuing, or, if they have become so aware,
            describing such Default;

       (b)  promptly when available, and in any event within forty five (45)
            days after the close of each of the first three Fiscal Quarters of
            each Fiscal Year of each Obligor:

            (i)    in the case of the Borrower, its balance sheet at the close
                   of such Fiscal Quarter, and its related statements of
                   operations, shareholders' equity and cash flow; and

            (ii)   in the case of each Randgold Completion Guarantor, its
                   consolidated balance sheet at the close of such Fiscal
                   Quarter, and

                                      -70-

<PAGE>

                   its related consolidated statements of operations,
                   shareholders' equity and cash flow,

            in each such case in respect of such related statements, for such
            Fiscal Quarter and for the period commencing at the close of the
            previous Fiscal Year and ending with the close of such Fiscal
            Quarter (with comparable information at the close of and for the
            corresponding Fiscal Quarter of the prior Fiscal Year and for the
            corresponding period during such prior Fiscal Year) and certified by
            an accounting or financial Authorised Representative of the relevant
            Obligor:

       (c)  within thirty (30) Business Days after March 31, June 30, September
            30 and December 31 of each calendar year and on the Mechanical
            Completion Date, the Economic Completion Date and the Release Date,
            a Compliance Certificate calculated as of such March 31, June 30,
            September 30 or December 31 or as of the Mechanical Completion Date,
            the Economic Completion Date or the Release Date, as the case may
            be, indicating, INTER ALIA, compliance with each of the ratios set
            forth in Clause 9.1.19 on each Calculation Date coinciding with or
            scheduled to occur thereafter, together with such information
            concerning the calculations and assumptions used by the Borrower in
            preparing such Compliance Certificate as the Agent may request;

       (d)  promptly upon receipt thereof, copies of all detailed financial and
            management reports submitted to each Obligor by a certified public
            accountant in connection with each annual or interim audit made by
            such certified public accountant of the books of such Obligor;

       (e)  annually, on or before each anniversary of the initial Borrowing
            Date, a memorandum prepared by the Borrower summarising the then
            outstanding insurance coverage with respect to the Mine together
            with a certificate or certificates of insurance prepared by the
            Insurance Consultant and in form and substance satisfactory to the
            Agent confirming that:

            (i)    all such insurance coverage is in full force and effect and
                   all premiums payable in connection therewith have been paid;

            (ii)   in the opinion of the Insurance Consultant, such insurance is
                   sufficient for the purposes of the Mine and is responsive to
                   the requirements of Clause 8.1.7;

            (iii)  the Agent is named as the first loss payee under all policies
                   of property insurance and as an additional insured under all
                   policies of liability insurance; and

            (iv)   the insurers under such insurance policies have undertaken in
                   writing not to amend or terminate such policies without at
                   least thirty (30) days' prior written notice thereof to the
                   Agent and have entered into such undertakings as are required
                   pursuant to Clause 8.1.7; it being agreed that such
                   certificate shall be conclusive as against the Borrower both
                   as to the amount of insurance required

                                      -71-

<PAGE>

                   and the perils against which coverage is required and the
                   Borrower shall immediately insure in accordance with such
                   certificate;

       (f)  as promptly as practicable after the occurrence of the relevant
            event details as to any:

            (i)    material disputes with such of its insurance carriers as are
                   providing insurance coverage with respect to the Mine;

            (ii)   failure to pay any insurance premium as and when required
                   that might result in the cancellation of any policy
                   implemented in connection with, or relating to, the Mine;

            (iii)  material reduction in the amount of, or any other material
                   change in, insurance or reinsurance coverage maintained in
                   connection with the Mine;

            (iv)   failure to comply with its obligations under Clause 8.1.7, in
                   each case stating the reasons therefor, together with any
                   other information concerning the insurance and reinsurance
                   coverage required to be maintained by it as the Agent shall
                   have reasonably requested;

            (v)    occurrence of any actual or potential casualty or loss which
                   is covered by the terms of any policy of insurance maintained
                   in connection with the Mine;

            (vi)   notices received from any insurance carriers with respect to
                   the cancellation of or proposed cancellation of any policy of
                   insurance maintained in connection with the Mine (and, in the
                   case of the notification of any such details, stating the
                   reasons therefore, together with any other information
                   concerning the insurance coverage required to be maintained
                   pursuant to this Agreement as the Agent shall have reasonably
                   requested); and

            (vii)  occurrence of any event which, to any Obligor's knowledge, is
                   of the nature referred to in the Political Risk Insurance as
                   an event which is insured thereby;

       (g)  without prejudice to the provisions of Clause 8.1.18, 8.2.14,
            8.2.15, 9.1.7 or 9.1.8, the Borrower will furnish promptly upon the
            effectiveness of occurrence thereof, as the case may be, copies of
            any Instrument, correspondence or other item of documentation
            amending, supplementing or otherwise modifying the material
            provisions of any Project Document and a detailed report of any
            agreed material departure from the performance by any party of any
            of its material obligations under any Project Document;

       (h)  promptly upon receiving knowledge of the same, notice of the
            occurrence of any default or event of default (howsoever denominated
            but without prejudice to the provisions of Clause 9.1.7 or 9.1.8) by
            any party relating to a material provision of any of the Project
            Documents;

                                      -72-

<PAGE>

       (i)  without limiting any other provision of Clause 8.1, as soon as
            possible and in any event within three (3) Business Days after the
            occurrence of any Default, the Borrower will furnish a statement of
            the chief financial Authorised Representative of the Borrower
            setting forth details of such Default and the action which has been
            taken, and which it is proposed be taken, with respect thereto;

       (j)  as soon as possible and in any event within five (5) Business Days
            after:

            (i)    the occurrence of any adverse development with respect to any
                   litigation, arbitration, employment dispute, or governmental
                   investigation or proceeding described in Clause 7.8 which has
                   a reasonable likelihood of having a Materially Adverse.
                   Effect with respect to any Obligor; or

            (ii)   the commencement of any litigation, arbitration, employment
                   dispute or governmental investigation or proceeding of the
                   type described in Clause 7.8, the relevant Obligor will
                   furnish to the Agent notice thereof and such details in
                   connection therewith as the Agent may reasonably request;

       (k)  Without limiting any other provision of Clause 8.1, notice of the
            occurrence as soon as possible (and in any event within three (3)
            Business Days) after any Obligor knows or has reason to know of any
            circumstance which has a reasonable likelihood of having a
            Materially Adverse Effect with respect to such Obligor;

       (l)  not more than ten (10) Business Days after the close of each
            calendar month, the Borrower shall deliver a Monthly Mine Report as
            at the close of such calendar month in form and substance
            satisfactory to the Agent and the Required Lenders;

       (m)  not more than ten (10) Business Days after the end of each calendar
            month the Borrower shall deliver:

            (i)    a statement showing in detail all credits to, debits from,
                   and balances standing to the credit of the Project Accounts
                   for such calendar month; and

            (ii)   a certificate, duly executed by the chief financial or
                   accounting Authorised Representative of the Borrower,
                   indicating the amounts, and the relevant payee, of all
                   Project Costs made for such calendar month, such payments to
                   be consistent with the Cash Flow Schedule (except to the
                   extent permitted by Clause 4.4(c));

       (n)  promptly after the end of each calendar year, the Borrower shall
            deliver a review of the operations of the Morila Project during such
            calendar year (such review to include any necessary updates to the
            Cash Flow Model, calculations indicating compliance with the
            provisions of Clause 9.1.19 up until the Final Maturity Date and a
            statement of Proven and Probable

                                      -73-

<PAGE>

            Reserves as at the end of such calendar year, in each case in form
            and substance satisfactory to the Independent Engineer);

       (o)  each Obligor will furnish copies of each filing and report or
            document made to or filed with, or received from, any Governmental
            Agency, and of each communication from such Obligor to its
            shareholders or creditors generally, in each case promptly upon the
            making, filing or receipt thereof which, in any such case, relate to
            or describe any material matter in connection with the business,
            operations, assets, financial condition or prospects of the relevant
            Obligor;

       (p)  the Borrower will, immediately upon becoming aware of any fact or
            circumstance giving rise to (or likely to give rise to) any cost
            overrun which might oblige any Completion Guarantor to make a
            contribution pursuant to Clause 3.2 of either Guarantee Agreement to
            which such Completion Guarantor is a party, give notice of such fact
            or circumstance. Such notice shall include information in reasonable
            detail as to the amount of such cost overrun, the circumstances
            giving rise thereto and any further possible cost overruns as may
            then be likely to occur;

       (q)  the Borrower will furnish copies of all material Instruments entered
            into by any Obligor in connection with the Project or the operation
            of the Mine in each case promptly upon having entered into the same
            (and of all material Instruments entered into by any other persons
            in connection with the Project promptly upon receipt of the same by
            the Borrower (and, in connection with any such Instrument, the
            Borrower undertakes to attempt to acquire the same as quickly as is
            reasonably possible after it becomes aware of such Instrument)) and
            the Borrower will immediately give notice of its intention to enter
            into any such Instrument or the intention of any other person to
            enter into any such Instrument (promptly upon the Borrower becoming
            aware of such intention);

       (r)  The Borrower will, promptly upon receipt thereof furnish copies of
            each Annual Operating Budget and Capital Budget (in each case as
            defined in the Operating Agreement) delivered to it pursuant to the
            Operating Agreement; and

       (s)  each Obligor will furnish such other information with respect to its
            financial condition, business, property, assets, revenues and
            operations as the Agent or any Lender (acting through the Agent) may
            from time to time reasonably request.

8.1.2  COMPLIANCE WITH LAWS

       Each Obligor will comply in all material respects with all Applicable
       Laws.

8.1.3  APPROVALS

       (a)  Each Obligor will obtain, maintain in full force and effect, and
            comply in all respects with, all Approvals (including those
            identified in Item 1

                                      -74-

<PAGE>

            ("APPROVALS") of the Disclosure Schedule) as may be required or
            advisable from time to time for such Obligor to:

            (i)    execute, deliver, perform and preserve its rights under any
                   of the Operative Documents executed or to be executed by it;

            (ii)   grant and perfect the liens granted or purported to be
                   granted and perfected by it pursuant to any Security
                   Agreement to which it is a party; and

            (iii)  in the case of the Borrower, own, lease, use or license the
                   Project Assets in which it holds any interest and operate the
                   Mine in accordance with sound mining and business practice;

       (b)  Without limiting clause (a), the Borrower will obtain all Approvals
            identified in Part B of Item 1 ("PENDING APPROVALS") of the
            Disclosure Schedule by the date set forth in the Disclosure Schedule
            opposite such Approval and, within five (5) Business Days of
            obtaining any such Approval deliver to the Agent certified copies of
            such Approval.

8.1.4  MAINTENANCE OF CORPORATE EXISTENCE

       Each Obligor will do and will cause to be done at all times all things
       necessary to maintain and preserve its corporate existence.

8.1.5  FOREIGN QUALIFICATION

       Each Obligor will do and cause to be done at all times all things
       necessary to be duly qualified to do business and be in good standing
       (where such concept is relevant) as a foreign corporation, in each
       jurisdiction where the nature of its business makes such qualification
       necessary.

8.1.6  PAYMENT OF TAXES, ETC

       Each Obligor will file all tax returns (including all property tax
       returns and other similar tax returns applicable to the Mine) and reports
       required by Applicable Law to have been filed by it. Each Obligor will
       pay and discharge, as the same may become due and payable, all taxes,
       assessments, fees and other governmental charges or levies against it or
       on any of its property, as well as claims of any kind or character
       (including claims for sums due for labour, material, supplies, personal
       property and services); PROVIDED, HOWEVER, that the foregoing shall not
       require any Obligor to pay or discharge any such tax, assessment, fee,
       charge, levy or claim:

       (a)  in respect of which the relevant invoice or demand for payment was
            issued not more than one hundred and twenty (120) days prior to the
            payment thereof (and in respect of which the relevant Obligor has,
            upon request, demonstrated to the Agent that it will pay prior to
            the end of such period); or

       (b)  so long as it shall be diligently contesting the validity or amount
            thereof in good faith by appropriate proceedings and shall have set
            aside on its books adequate reserves in accordance with GAAP with
            respect thereto.

                                      -75-

<PAGE>

8.1.7  INSURANCE

       (a)  The Borrower will maintain (or will cause to be maintained) with
            reputable insurance companies:

            (i)    insurance as required under this Agreement, as required
                   pursuant to Applicable Law and otherwise as contemplated by
                   the Insurance Summary; and

            (ii)   such other insurance (including business interruption and
                   delay in start up insurance) with respect to the properties
                   and business of the Borrower and the Morila Project against
                   such casualties and contingencies and of such types and in
                   such amounts as is customary in the case of similar
                   businesses to the Morila Project similarly situated and
                   financed on a limited recourse basis and the Borrower will,
                   upon request of the Agent, furnish to the Agent at reasonable
                   intervals (but not, as long as no Event of Default shall then
                   have occurred and be continuing, more than twice in any year)
                   a certificate setting forth the nature and extent of all
                   insurance maintained by or on behalf of the Borrower in
                   accordance with this Clause and confirming its adequacy and
                   sufficiency. The Agent may (if so required by the Lenders)
                   solicit the services of the Insurance Consultant to assess
                   the adequacy and sufficiency of the insurance coverage
                   required to be maintained hereunder and to evaluate the
                   contents of each certificate furnished pursuant to the
                   immediately preceding sentence. The Borrower will provide the
                   Agent with thirty (30) days prior written notice of any
                   proposed change of any insurance company providing insurance
                   coverage of the nature referred to in this Clause, and any
                   such change shall be consistent with the provisions of this
                   Agreement. The Borrower will from time to time provide the
                   Agent with such amendments to the Insurance Summary so as to
                   ensure that the same is complete and accurate at all times,
                   together with copies of all insurance policies as in effect
                   from time to time; PROVIDED, HOWEVER, that any such amendment
                   to the Insurance Summary shall be without prejudice to the
                   other requirements of this Clause and this Agreement with
                   respect to the required insurance coverage in connection with
                   the Morila Project; and PROVIDED, FURTHER, HOWEVER, that any
                   such amendment to the Insurance Summary shall require the
                   consent of the Agent (and, in the case of any such amendment
                   relating to the amount of any insurance coverage, any
                   deductible relating thereto and any exclusion to such
                   coverage, each of the Lenders). Without prejudice to the
                   foregoing, the Borrower shall ensure that all premiums
                   required to be paid in order to ensure that the policies
                   referred to in this clause are in full force and effect shall
                   be paid as and when the same shall become due and payable and
                   shall otherwise comply with each other term and condition of
                   such policies so as to ensure that such policies are, and
                   shall continue, in full force and effect.

                                      -76-

<PAGE>

       (b)  All of the insurance policies relating to the Morila Project (and,
            to the extent required by the Agent as set forth in clause (d), all
            policies of reinsurance issued in connection therewith) will, in
            each case, in accordance with standard practice in the mining
            industry having regard, INTER ALIA, to the limited recourse nature
            of the facility granted pursuant to this Agreement and to
            prevailing market practice in connection with comparable facilities
            for projects similar to the Morila Project:

            (i)    specify the Lender Parties as additional insureds under all
                   policies of liability insurance and as additional insureds
                   and the Agent as first loss payee under all policies of
                   property, business interruption and marine insurance, and
                   contain such endorsements in favour of the Agent as the Agent
                   shall reasonably require;

            (ii)   not be cancellable (or non-renewable or subject to a decrease
                   in the scope or amount of coverage (including by way of
                   increase in any deductible)) as against the Agent (including
                   for failure to pay premiums) or subject to material
                   alteration of any kind without (x) in the case of any such
                   action, thirty (30) days written notice of such action having
                   been given by the Borrower or the issuer of the relevant
                   policy to the Agent, and (y) in the case of any such material
                   alteration, the prior written consent of the Agent;

            (iii)  in the case of insurance covering loss or damage to any of
                   the Project Assets, contain a "LENDER LOSS PAYABLE" provision
                   for the benefit of the Agent on behalf of itself and the
                   Lenders (including that the policy shall not be invalidated
                   as against the Agent by reason of any action or failure to
                   act of the Borrower or any other person), provide for
                   (including containment of a "NON-VITIATION" provision) waiver
                   of any right of set-off, recoupment, subrogation,
                   counterclaim or any other deduction, by attachment or
                   otherwise, with respect to any liability of the beneficiary
                   of such policy, and shall provide that all amounts payable by
                   reason of loss or damage to any of the Project Assets shall
                   be payable to the Agent for replacement;

            (iv)   provide for payments of claims thereunder in Dollars (except
                   as set forth in the Insurance Summary); and

            (v)    otherwise (including with respect to the identity of the
                   brokers, insurers, re-insurers and/or indemnities involved in
                   connection with the solicitation, placement and issue of such
                   insurance policies) be in form and substance reasonably
                   satisfactory to the Agent.

            In connection with the foregoing, the Borrower and, to the extent
            that it is party to any such insurance policy, each Randgold
            Completion Guarantor shall (y) execute and deliver notices to the
            brokers, underwriters and insurance companies through or with whom
            any policy of insurance maintained in connection with the Morila
            Project have been effected in such form as the Agent may from time
            to time reasonably request, and (z) procure that any insurer
            effecting any reinsurance of any policy of

                                      -77-

<PAGE>

            insurance maintained in connection with the Morila Project execute
            and deliver such notices to the issuer of any such policy of
            reinsurance as the Agent may from time to time reasonably request.

            The Borrower shall not at any time do or omit to do anything whereby
            any insurance required to be effected under the Insurance Summary or
            pursuant to this Clause would, or would be likely to, be rendered
            void or voidable or suspended, impaired or defeated in whole or in
            part.

            The Borrower will make (or will cause to be made) full disclosure of
            all relevant issues and facts to the issuer of each insurance policy
            maintained in connection with the Morila Project such that no such
            issuer will be entitled to vitiate, cancel or otherwise refuse or
            decline to honour the terms of, or pay claims in respect of, any
            such insurance policy.

       (c)  The Borrower will cause proceeds, if any, of all insurances
            (excluding, for the avoidance of doubt, any Political Risk
            Insurance) maintained with respect to the Morila Project and the
            Mine to be applied as follows:

            (i)    all amounts received in respect of:

                   (x)  the partial or total nationalization, expropriation,
                        compulsory purchase or requisition of the Mine or the
                        Project Assets, or any interest therein;

                   (y)  any release, inhibition, modification, suspension or
                        extinguishment of any Mining Rights, or the imposition
                        of any restriction affecting the Mine or the Project
                        Assets or the grant of any Mining Right; and

                   (z)  the suspension or material modification of any Approval
                        required or advisable in connection with the Morila
                        Project or the operation of the Mine,

                   shall, in each such case, be deposited into the Operating
                   Account and applied as set forth in Clause 3.1(c);

            (ii)   all amounts received in respect of any liability insurance
                   may be paid directly to the person entitled thereto and after
                   an Enforcement Event all such amounts shall (except to the
                   extent that such amounts are, pursuant to the provisions of
                   the relevant policy of insurance, required to be paid to the
                   third party suffering the loss to which such amount relates)
                   be deposited into the Operating Account (it being understood
                   that, without prejudice to clause (b)(iv) or any other
                   provision of this Agreement, all proceeds denominated in CFA
                   shall be deposited into the Project Account (Mali));

            (iii)  all amounts received in respect of any business interruption
                   insurance or delay in start-up insurance shall be deposited
                   into the Operating Account; and

            (iv)   prior to an Enforcement Event, all proceeds from casualty or
                   property insurance received for any single repair,
                   replacement or

                                      -78-

<PAGE>

                     restoration costing less than U.S.$1,000,000 (or the
                     equivalent thereof in any other currency) shall be promptly
                     deposited into the Operating Account and may be applied to
                     the repair, replacement or restoration of the assets in
                     respect of which the relevant proceeds were received or for
                     reimbursement of the person which effected such repair,
                     replacement or restoration and after an Enforcement Event
                     all such proceeds shall be applied as the Lenders shall
                     determine. All such proceeds received for any such single
                     repair, etc. costing an amount which is equal to or in
                     excess of U.S.$1,000,000 (or the equivalent thereof in any
                     other currency) shall, with the consent of the Required
                     Lenders, be applied to the prompt payment of the cost of
                     the repair, replacement or restoration of such damaged or
                     destroyed asset. In the event that the consent of the
                     Required Lenders shall not be granted pursuant to the
                     provisions of the immediately preceding sentence, then all
                     such proceeds shall be applied to make a mandatory
                     prepayment of the Principal Amount of the Loans pursuant to
                     Clause 3.1(c).

         (d)  If the Agent shall so require, at the cost and expense of the
              Borrower, the Borrower will procure that:

              (i)    any policy of insurance issued in connection with the
                     Morila Project is re-insured and kept re-insured with one
                     or more reputable international re-insurance companies or
                     underwriters and through such brokers as the Agent shall,
                     acting in its reasonable discretion, approve and to the
                     reasonable satisfaction of the Agent as to the form and
                     content thereof;

              (ii)   any claim upon such policies of re-insurance shall be paid
                     without deduction or set-off and any such claim under a
                     policy of re-insurance with respect to a claim under the
                     policies of insurance relating to the Morila Project shall
                     be paid in accordance with clause (c); and

              (iii)  all such instruments of re-insurance shall be deposited
                     with brokers approved by the Agent and that copies thereof,
                     together with such undertakings as the Agent may reasonably
                     require, are furnished to the Agent.

         (e)  For the avoidance of doubt neither any Lender Party nor the
              Insurance Consultant shall be under any obligation to the
              underwriters, insurance companies, or brokers by or through whom
              any policy of insurance referred to in this Clause shall be
              effected.

8.1.8    BOOKS AND RECORDS

         Each Obligor will keep financial records and statements reflecting all
         of its business affairs and transactions in accordance with GAAP. On
         not less than three (3) days prior written notice where no Default has
         occurred and on not less than twenty four (24) hours prior notice where
         a Default has occurred, in each case during normal business hours each
         Obligor will permit the Independent Engineer,

                                      -79-

<PAGE>

         the Insurance Consultant, the Lender Parties or any of their respective
         representatives to inspect any and all of its properties and operations
         (including, in the case of the Borrower, the Mine), to visit all of its
         offices or any other location where relevant personnel or records are
         located, to discuss its financial matters with its officers, its banks
         and its independent chartered accountants and certified public
         accountants, as the case may be, (and hereby authorises such
         independent chartered accountants or certified public accountants, as
         the case may be, to discuss its financial matters with any of the
         foregoing persons or its representatives whether or not any
         representative of the relevant Obligor is present), in each case
         subject to such safety and organisational requirements as the Borrower
         may reasonably impose, and to examine (and photocopy extracts from) any
         of its books or other corporate records or any Instrument, document or
         correspondence relating to any of the Project Documents. Without
         limiting the generality of the foregoing, each Obligor shall provide
         all relevant and necessary assistance to the Independent Engineer and
         the Insurance Consultant in connection with the performance of their
         respective duties contemplated hereby (including the preparation of
         each Semi-Annual Mine Report and each other report prepared by the
         Independent Engineer and the Insurance Consultant). The Borrower shall
         pay any reasonable fees of such chartered accountant or certified
         public accountant and the Independent Engineer and the Insurance
         Consultant and out-of-pocket expenses of the Lender Parties incurred in
         connection with the exercise of their rights pursuant to this Clause.
         It is expressly understood that none of the Independent Engineer, the
         Insurance Consultant or any Lender Party assumes any obligation to any
         Obligor or any other party in respect of the operation, development,
         exploration and production of the Mine in a manner so as to ensure
         compliance with the projections set forth in the Development Plan, the
         Cash Flow Schedule or otherwise.

8.1.9    MORILA PROJECT COMPLETION AND MANAGEMENT

         Each Obligor will ensure that the Morila Project is consummated in
         accordance with the Development Plan, Applicable Laws, the Project
         Documents and sound mining and business practice, and will ensure that
         the Mine is operated, maintained and developed and that Project Output
         is produced and processed, all substantially in accordance with the
         Development Plan, Applicable Laws and sound mining and business
         practice (including, so as to ensure that the Mechanical Completion
         Date, the Economic Completion Date and the Release Date occur on or
         prior to 31 December, 2001).

8.1.10   REQUIRED HEDGING AGREEMENTS

         At all times on and after the Effective Date, the Borrower shall
         provide evidence to the Agent to the effect that it has directly
         entered into (or shall have been assigned the benefit thereof from RRL,
         Morila Holdings or AngloGold or any subsidiary of AngloGold), and the
         Agent (for the rateable benefit of the Lender Parties) shall have been
         granted a first priority perfected lien in respect of the Borrower's
         rights under, Committed Hedging Agreements reasonably acceptable to the
         Agent or put options from the Borrower or other similar uncommitted
         transactions with respect to the sale of Gold (together with such
         Committed Hedging Agreements, collectively, the "REQUIRED HEDGING
         AGREEMENTS") which are in effect with counterparties (the "REQUIRED
         HEDGING COUNTERPARTIES") satisfactory to the Agent such that the
         proceeds thereof (both as to the amount and to the timing) are

                                      -80-

<PAGE>

         sufficient to ensure that, as at all Calculation Dates. scheduled to
         occur after such time, no Default would have occurred pursuant to the
         provisions of Clauses 9.1.19(a), 9.1.19(b), or 9.1.19(c). Furthermore,
         each Obligor shall ensure that all hedging undertaken in connection
         with the Morila Project complies with, and is consistent with, the
         terms and conditions of the Hedging Policy. RRL shall ensure that any
         other hedging undertaken by it shall be made in the ordinary course of
         its business. In addition to any obligation contained in the
         immediately preceding sentence, each Obligor shall ensure that the
         hedging transactions implemented pursuant to each of:

         (a)  the ISDA Master Agreement, dated as of September 1, 1999, between
              RRL and Standard Bank London Limited;

         (b)  the ISDA Master Agreement, dated March 9, 2000, between RRL and
              N M Rothschild & Sons Limited; and

         (c)  the ISDA Master Agreement, dated February 18, 2000, between RRL
              and Societe Generale,

         (as the same may, in a manner which is consistent with the Hedging
         Policy, be amended, modified, supplemented or replaced from time to
         time in order to replace RRL with Morila Holdings as the hedging
         counterparty or to replace any provider of hedging with an affiliate
         thereof) shall, in each such case, at all times remain in full force
         and effect without amendment, modification or restructuring.

8.1.11   USE OF PROCEEDS

         The Borrower shall apply the proceeds of the Loans in accordance with
         the second recital, and otherwise strictly in accordance with this
         Agreement.

8.1.12   PROVISION OF STAFF

         Each of the Obligors shall ensure (to the satisfaction of the Agent)
         that there are sufficient competent technical and management employees
         engaged in connection with the Mine and the Morila Project with a view
         to enabling (a) the occurrence of the Mechanical Completion Date, the
         Economic Completion Date and the Release Date on or prior to 31
         December, 2001, and (b) the operation, development and maintenance of
         the Mine substantially in accordance with the Development Plan.

8.1.13   ENVIRONMENTAL COVENANTS

         (a)  The Borrower will, and will use all reasonable efforts to ensure
              that each other Project Party will:

             (i)     use and operate the Mine, the Project Assets and all of
                     the facilities and properties related thereto in material
                     compliance with, keep all Approvals relating to
                     environmental matters in effect and remain in material
                     compliance with, and handle all Hazardous Materials in
                     material compliance with the Environmental Review Standards
                     and with material applicable Environmental Laws;

                                      -81-

<PAGE>

              (ii)   immediately notify the Agent and provide copies upon
                     receipt of all material written claims, complaints or
                     notices relating to the condition of the facilities and
                     properties related to the Mine and the Project Assets or
                     material compliance with the Environmental Review Standards
                     or Environmental Laws relating to the Morila Project, and
                     shall use reasonable efforts to cure any non-compliance
                     which is the subject matter of any action and proceeding
                     relating to such Environmental Review Standards or
                     Environmental Laws, unless the Borrower intends to contest
                     such action or proceeding and, in connection with such
                     contest, the Borrower has immediately notified the Agent of
                     its intention to do so and the Borrower believes in good
                     faith that there is a reasonable prospect of succeeding
                     with such action or proceeding;

              (iii)  provide such information and certifications which the Agent
                     may reasonably request from time to time to evidence
                     compliance with this clause.

         (b)  Each Randgold Completion Guarantor will use reasonable efforts to
              seek to (and will use reasonable efforts to seek to (except in the
              case of clause (b)(i)) ensure that each of its subsidiaries will
              seek to):

              (i)    ensure that the Borrower complies with its obligations set
                     forth in clause (a);

              (ii)   except where failure to comply with the provisions of this
                     clause would not be reasonably likely to result in a
                     Materially Adverse Effect, use and operate all of its
                     facilities and properties in compliance with material
                     Environmental Laws and remain in compliance therewith, and
                     handle all Hazardous Materials in material compliance with
                     all applicable Environmental Laws; and

              (iii)  provide such information and certifications which the Agent
                     may reasonably request from time to time to evidence
                     compliance with this clause.

8.1.14   MAINTENANCE OF PROJECT ASSETS

         The Borrower will maintain, preserve, protect and keep:

         (a)  all of its ownership, lease, use, licence and other interests in
              the Project Assets (including all Mining Rights) as are necessary
              or advisable for it to be able to operate the Mine substantially
              in accordance with sound mining and business practice and in a
              manner such that the requirements of, and projections contained
              in, the Development Plan can be achieved; and

         (b)  all of the Project Assets owned by it in good repair, working
              order, and condition, and make necessary and proper repairs,
              renewals, and replacements so that the business carried on in
              connection therewith may be properly conducted at all times,
              unless the continued maintenance of any of such Project Assets is
              no longer necessary or economically desirable for the

                                      -82-

<PAGE>

              operation of the Mine, such operation to be substantially in
              accordance with sound mining and business practice.

8.1.15   PARI PASSU

         Each Obligor will ensure that its payment Obligations under this
         Agreement and each other Loan Document to which it is a party rank at
         least PARI PASSU in right of payment with all of such Obligor's present
         and future other unsecured indebtedness, other than any such
         indebtedness which is preferred by mandatory provisions of Applicable
         Law.

8.1.16   AFTER-ACQUIRED COLLATERAL

         Upon the acquisition or production of any Project Assets (including the
         entering into of any Project Document) of a type over which any lien
         has been granted pursuant to any Security Agreement but in respect of
         which no lien has effectively been granted pursuant to any such
         Security Agreement and which constitute assets having an aggregate fair
         market value of U.S.$100,000 (or the equivalent thereof in any other
         currency), the relevant Obligor shall, to the extent permitted by
         Applicable Law:

         (a)  enter into Instruments similar to the relevant Security
              Agreement;

         (b)  simultaneously therewith, effect all relevant notarisations and
              registrations or obtain the acknowledgement and agreement of all
              relevant counterparties, as the case may be; and

         (c)  take all other actions necessary or advisable in order to:

              (i)    create in favour of the Lender Parties a valid and
                     perfected first priority lien (except for (x) liens
                     resulting from mandatory provisions of Applicable Law and
                     (y) liens specifically permitted to be incurred by this
                     Agreement or any Security Agreement) over all of such newly
                     acquired Project Assets; and

              (ii)   evidence the creation of such lien (including opinions
                     of legal advisers).

         Without prejudice to the generality of the foregoing, the Borrower will
         ensure that, promptly upon the effectiveness of any Project Document of
         the nature described in clause (c) of the definition thereof, the
         Lender Parties shall be granted a valid and perfected first priority
         lien (except as aforesaid) over the Borrower's rights thereunder as
         security for the Obligations.

8.1.17   ACCURACY OF INFORMATION

         All factual information hereafter furnished by or on behalf of any
         Obligor in writing to any Lender Party for the purposes of or in
         connection with this Agreement or any transaction contemplated hereby
         will be true and accurate in all material respects on the date as of
         which such information is dated or certified and such information shall
         not be incomplete by omitting to state any material fact

                                      -83-

<PAGE>

         known to the relevant Obligor necessary to make such information not
         misleading in any material respect.

8.1.18   PROJECT DOCUMENTS

         Each Obligor undertakes to ensure that, except to the extent expressly
         permitted pursuant to this Agreement or any other Loan Document:

         (a)  each Obligor and, to the extent reasonably within any Obligor's
              control any other relevant Project Party, observes their
              respective obligations under all Project Documents in all material
              respects;

         (b)  no Obligor abandons, settles, compromises or discontinues or
              becomes non-suited in respect of proceedings against any party in
              connection with a Project Document;

         (c)  each Obligor takes the action that a prudent, diligent and
              reasonable person would take to cause each party to a Project
              Document to observe its obligations in connection with that
              Project Document, and if that party defaults in the performance of
              those obligations to take the action that a prudent, diligent and
              reasonable person would take to enforce its resulting rights
              thereunder, unless the Agent, acting in its reasonable discretion,
              agrees otherwise; and

         (d)  Each Obligor exercises any discretionary or similar power which
              might be granted to it pursuant to any Project Document in a
              manner which is consistent with the obligations of such Obligor
              contained in the Loan Documents to which it is a party (including
              those obligations set forth in Clause 8.1.19).

8.1.19   SALE OF PRODUCTION

         Subject to the terms of any relevant Committed Hedging Agreements in
         force from time to time and subject to the provisions of the proviso to
         Clause 8.1.10, the Borrower will ensure that all Project Output is sold
         on arm's length terms for a purchase price denominated in Dollars, and
         the Borrower will ensure that the proceeds of any purchase price of all
         Project Output are, subject to the terms of this Agreement, promptly
         deposited directly into the Operating Account.

8.1.20   POLITICAL RISK INSURANCE

         (a)  The Borrower will, on demand, reimburse each Lender in respect of
              premiums and any other amounts (including any costs and expenses
              of the provider of any Political Risk Insurance) payable in
              connection with any policy of Political Risk Insurance implemented
              pursuant to this Agreement (including any such premium or other
              amounts payable on or after the date of prepayment of the Loans or
              on or after the date of termination of this Agreement).

         (b)  Each Obligor hereby acknowledges and agrees that each Lender may
              furnish copies of all Instruments (including the Operative
              Documents),

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<PAGE>

              documents, notices and other information furnished to and received
              by such Lender pursuant to this Agreement or any other Loan
              Document to the provider of the Political Risk Insurance taken out
              by such Lender against receipt from such provider of a
              confidentiality undertaking reasonably acceptable to the Borrower.

         (c)  Each Obligor will (and each Randgold Completion Guarantor will
              ensure that the Borrower and each of its affiliates will) render
              all necessary assistance to each Lender in connection with the
              maintenance of any Political Risk Insurance (and full coverage
              thereunder) and the collection of any claim thereunder.

         (d)  Each Obligor shall (and each Randgold Completion Guarantor will
              ensure that the Borrower and each of its affiliates shall) act in
              a manner so as to ensure that an exclusion from liability in
              respect of any claim of any Lender under any policy of Political
              Risk Insurance does not arise as a result of any action or any
              inaction of any Obligor or any affiliate of either thereof.
              Without limiting the generality of the foregoing, no Obligor will
              (and each Randgold Completion Guarantor will ensure that neither
              the Borrower nor any of its affiliates will):

              (i)    provoke or instigate any loss covered by such policy;

              (ii)   without the prior written consent of the relevant Lender,
                     accept compensation from Mali or any Governmental Agency
                     thereof in respect of any loss covered by such policy; or

              (iii)  in the case of the Borrower only, employ its assets for any
                     purpose not associated with the Morila Project.

         (e)  Each Obligor will ensure at all times that neither Mali nor any
              Governmental Agency thereof has any ownership or other interest in
              any Project Assets (excluding, however, any royalty payment to
              Mali disclosed in Item 9 ("ROYALTY AGREEMENTS") of the Disclosure
              Schedule and the ownership by the Government of Mali of twenty
              (20%) of the issued share capital of the Borrower).

8.2      CERTAIN NEGATIVE COVENANTS

         Each Obligor agrees with each Lender Party that, until all Commitments
         have terminated and all Obligations have been paid and performed in
         full, each Obligor will perform its respective obligations set forth in
         this Clause; PROVIDED, HOWEVER, that (except in the case of Clause
         8.2.12, Clause 8.2.13, Clause 8.2.14 (excluding the provisions of the
         second and third lines thereof appearing in parentheses) and Clause
         8.2.15) no Randgold Completion Guarantor will be under any further
         obligation under this Clause 8.2 (without prejudice to any liability
         arising as a result of any breach on or prior to the Release Date of
         any undertaking of any Randgold Completion Guarantor contained in this
         Clause) at any time following the Release Date.

8.2.1    BUSINESS ACTIVITIES; PLACE OF BUSINESS; ORGANIC DOCUMENTS; FISCAL YEAR

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<PAGE>

         (a)  The Borrower will not (except as expressly permitted pursuant to
              any Loan Document):

              (i)    engage in any business activity other than the consummation
                     of the Morila Project and the operation of the Mine and any
                     activity incidental thereto;

              (ii)   maintain any place of business in the United Kingdom or
                     elsewhere (other than the location of the Mine or Bamako,
                     Mali) without first taking (to the satisfaction of the
                     Agent) all actions necessary to protect the lien granted
                     pursuant to the relevant Security Agreements;

              (iii)  except as may be required by Applicable Law in connection
                     with any increase in the capital of the Borrower, amend its
                     Organic Documents or change its corporate name; or

              (iv)   change its Fiscal Year.

         (b)  No Randgold Completion Guarantor will engage in any business
              activity other than:

              (i)    in the case of RRL, as a holding company for the ownership,
                     directly or indirectly, of all or a portion of the issued
                     and outstanding share capital of the Borrower and other
                     subsidiaries engaged in exploration, development, mining
                     and related activities in connection with the mining of
                     gold; and

              (ii)   in the case of Morila Holdings, as a holding company for
                     the ownership, directly, of the issued and outstanding
                     share capital of the Borrower.

8.2.2    INDEBTEDNESS

         No Obligor will create, incur, assume, or suffer to exist or otherwise
         become or be liable in respect of any indebtedness other than:

         (a)  indebtedness in respect of the Loans and other Obligations;

         (b)  in the case of each Obligor indebtedness in respect of the
              Required Hedging Agreements in accordance with Clause 8.1.10, or,
              without prejudice to the proviso to this clause, other Hedging
              Obligations incurred in the ordinary course of business; PROVIDED,
              HOWEVER, that each Obligor shall only incur Hedging Obligations
              with Lenders as counterparties, pursuant to documentation and on
              terms and conditions satisfactory to the Agent and pursuant to the
              terms and conditions which are consistent with the Hedging Policy
              (the "HEDGING POLICY");

         (c)  indebtedness in respect of the other Operative Documents;

         (d)  in the case of the Borrower, and at any date:

                                      -86-

<PAGE>

              (i)    unsecured indebtedness outstanding at such date and
                     incurred in the ordinary course of business in connection
                     with Project Costs (by way of open accounts extended by
                     suppliers on normal trade terms in connection with
                     purchases of goods and services (and excluding, for the
                     avoidance of doubt, financial indebtedness); and

              (ii)   indebtedness not in excess of U.S.$2,000,000 (or the
                     equivalent thereof in any other currency) in respect of the
                     Borrower at any one time outstanding incurred to suppliers
                     of equipment and other personal property constituting
                     Project Capital Costs (other than pursuant to the
                     Construction Contract, the Mining Contract or the Power
                     Contract) in respect of the deferred purchase price of such
                     equipment or incurred by way of Capital Leases;

         (e)  in the case of each of the Borrower and (at any time on or prior
              to the AngloGold Acquisition Date) RRL, Approved Subordinated
              Indebtedness;

         (f)  in the case of RRL, indebtedness in an aggregate principal amount
              not in excess of the CFA equivalent of U.S $6,250,000 incurred by
              way of overdraft facilities extended to RRL by Banque de
              Developpement du Mali;

         (g)  in the case of RRL, indebtedness incurred in connection with its
              guarantee or other financial or other support of the IFC Syama
              Project Financing in each case as in effect on the Effective Date;

         (h)  indebtedness in respect of taxes, assessments or governmental
              charges, and indebtedness in respect of claims for employment,
              materials or supplies to the extent that payment thereof shall not
              at the time be required to be made in accordance with the
              provisions of Clause 8.1.6;

         (i)  indebtedness in respect of judgments or awards, the enforcement of
              which has not been stayed (by reason of a pending appeal or
              otherwise), for a period of more than ten (10) days, which do not,
              in the aggregate, exceed U.S.$1,000,000 (or the equivalent thereof
              in any other currency); and

         (j)  in the case of the Borrower, indebtedness in an aggregate
              principal amount not in excess of U.S.$1,600,000 outstanding to
              the Government of Mali.

8.2.3    LIENS

         No Obligor will create, incur, assume or suffer to exist any lien upon
         any of its properties, revenues or assets, whether now owned or
         hereafter acquired, except:

         (a)  liens in favour of the Agent (for the rateable benefit of the
              Lender Parties) or in favour of the Lender Parties granted
              pursuant to any Loan Document;

         (b)  liens for taxes, assessments or other governmental charges or
              levies not at the time delinquent or thereafter payable without
              penalty or being contested in good faith by appropriate
              proceedings and for which adequate reserves in accordance with
              GAAP shall have been set aside on its books;

                                      -87-

<PAGE>

         (c)  in the case of the Borrower, liens of carriers, warehousemen,
              mechanics, materialmen, suppliers and landlords incurred in the
              ordinary course of business for sums not overdue or being
              contested in good faith by appropriate proceedings and for which
              adequate reserves in accordance with GAAP shall have been set
              aside on its books;

         (d)  in the case of the Borrower, liens incurred in the ordinary course
              of business in connection with unemployment insurance or other
              forms of governmental insurance or benefits, or to secure
              performance of tenders, statutory obligations, leases and
              contracts (other than for financial indebtedness) entered into in
              the ordinary course of business or to secure obligations on surety
              or appeal bonds;

         (e)  judgment liens in existence less than ten (10) days after the
              entry thereof or with respect to which execution has been stayed
              or the payment of which is covered in full (subject to a customary
              deductible) by insurance maintained with responsible insurance
              companies; and

         (f)  in the case of the Borrower, liens securing indebtedness permitted
              to be incurred and outstanding pursuant to Clause 8.2.2(d)(ii);
              PROVIDED, HOWEVER, that any such lien shall attach only to the
              asset in respect of which such indebtedness is incurred.

         For the purposes of this Clause the obligations secured by any lien
         created or incurred in the ordinary course of business (other than any
         liens of the nature referred to in clause (a) or (b)) may not exceed
         U.S.$500,000 in the aggregate at any one time outstanding.

8.2.4    [INTENTIONALLY LEFT BLANK].

8.2.5    CAPITAL EXPENDITURES

         The Borrower will not make or commit to make any costs in respect of
         Capital Expenditures other than such costs which are identified in the
         Cash Flow Schedule and shall not make or commit to make any such costs
         if, at the time, or as a consequence of, incurring any such item of
         expenditure any Default shall have occurred and be continuing;
         PROVIDED, HOWEVER, that, if any such Default shall have occurred and be
         continuing, the Borrower may make Capital Expenditures constituting
         Required Completion Expenditures and Required Maintenance Expenditures.

8.2.6    INVESTMENTS

         The Borrower will not acquire all or substantially all of the assets of
         any other person and will not make, incur, assume or suffer to exist
         any Investment in any other person, except Cash Equivalent Investments
         permitted pursuant to Clause 4 to be made with balances standing to the
         credit of any Project Account.

8.2.7    RESTRICTED PAYMENTS, ETC

         The Borrower will not:

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<PAGE>

         (a)  declare, pay or make any distribution (in cash, property or
              obligations) on any shares of any class of capital stock (now or
              hereafter outstanding) of the Borrower or on any ownership
              interest of the Borrower or on any warrants, options or other
              rights with respect to any shares of any class of capital stock
              of, or other ownership interest (now or hereafter outstanding) in,
              the Borrower or apply any of its funds, property or assets to the
              purchase, redemption or other retirement of any shares of any
              class of capital stock of, or other ownership interest (now or
              hereafter outstanding) in, the Borrower, or warrants, options or
              other rights with respect to any shares of any class of capital
              stock of, or other ownership interest (now or hereafter
              outstanding) in, the Borrower;

         (b)  repay, redeem, purchase or otherwise defease or discharge any
              indebtedness owing to, or make any other payment to, any affiliate
              (including all Approved Subordinated Indebtedness);

         (c)  make any deposit for any of the foregoing purposes or otherwise
              discharge any indebtedness incurred by any affiliate; or

         (d)  pay any management or similar fee to any Randgold Completion
              Guarantor, AngloGold or any of their respective affiliates;

         PROVIDED, HOWEVER, that (A) the Borrower may make any payment or take
         any other action for any of the foregoing purposes if each of the
         following conditions are satisfied:

              (i)    no Default shall have occurred and be continuing or would
                     result from any such payment or other action; PROVIDED,
                     HOWEVER, that for purposes of this clause (i) only, a
                     Default shall be deemed to have occurred pursuant to Clause
                     9.1.19(b) or 9.1.19(c) if the Loan Life Ratio or Project
                     Life Ratio (calculated as set forth therein) shall be less
                     than or equal to one hundred and fifty percent (150%) or
                     one hundred and eighty percent (180%), respectively;

              (ii)   (w) any such payment or other action may be made or taken
                     only during each consecutive ten (10) Business Day period
                     following each Cash Sweep Calculation Date;

                     (x)   after giving effect to all payments required to be
                           made on or prior to such Cash Sweep Calculation Date
                           (including any such payments required to be made on
                           such Cash Sweep Calculation Date pursuant to Clause
                           3.1(d)), there are sufficient funds standing to the
                           credit of the Operating Account to permit such
                           payment to be made in accordance with the provisions
                           of Clause 4.1(b);

                     (y)   the aggregate of all such payments made during any
                           period referred to in clause (ii)(y) shall not exceed
                           the excess of (A) Excess Cash Flow for the Cash Sweep
                           Calculation Period in connection with the relevant
                           Cash Sweep Calculation Date, less (B) an amount which
                           the Required Lenders and the Borrower shall agree is,
                           after taking into account the likely Actual Cash

                                      -89-

<PAGE>

                           Flow for any period following such Cash Sweep
                           Calculation Date, reasonably likely to be required to
                           fund Project Costs during such period; and

                     (z)   prior to any such payment being made each of the
                           Lenders shall have received a completed Excess Cash
                           Flow Calculation Certificate in respect of the Cash
                           Sweep Calculation Period most recently ended and
                           indicating to the reasonable satisfaction of the
                           Lenders, that the amount of Excess Cash Flow for such
                           Cash Sweep Calculation Period is sufficient to enable
                           such payment to be made in compliance with the
                           foregoing provisions of this Clause;

              (iii)  in the case of any repayment, etc. of Approved Subordinated
                     Indebtedness pursuant to clause (b), such repayment etc.
                     shall be permitted to be made pursuant to the Subordination
                     Agreement; and

              (iv)   the Release Date shall have occurred; and

         (B) the Borrower may, during the period commencing on the Supplemental
         Agreement Effective Date and ending on the date which is five (5)
         Business Days thereafter, make a repayment of Approved Subordinated
         Indebtedness to RRL and AngloGold (BVI) in an aggregate principal
         amount of not in excess of the sum of (i) U.S.$12,000,000 and (ii) the
         Supplemental Agreement Drawdown;

         and PROVIDED, FURTHER, HOWEVER, that notwithstanding the provisions of
         this Clause, and at any time when no Default shall then have occurred
         and be continuing, the Borrower may (but excluding, however, any
         reimbursement of any amount contributed by any Completion Guarantor to
         the Borrower pursuant to Clause 3.1(c) of the Randgold Guarantee
         Agreement or Clause 3.2 of either Guarantee Agreement) reimburse each
         Completion Guarantor in respect of any Project Costs actually paid for
         by such Completion Guarantor at any time after the initial Borrowing
         Date (and, in connection therewith and for all purposes of this
         Agreement (including Clause 4) such reimbursement shall constitute a
         Project Cost payable by the Borrower as if the relevant Project Cost
         paid by the relevant Completion Guarantor had been paid by the
         Borrower). The Borrower will ensure that any payment made by it to the
         Operator or any other person by way of management or similar fee shall
         not exceed the amounts set forth in the Operating Agreement and shall
         be paid pursuant to the terms and conditions of the Operating Agreement
         and the Borrower agrees that no such payment to the Operator or any
         other such person shall be made at any time when an Enforcement Event
         has occurred and is continuing.

8.2.8    TAKE OR PAY CONTRACTS

         Except as set forth in Item 8 ("TAKE OR PAY CONTRACTS") of the
         Disclosure Schedule, no Obligor will enter into or be a party to any
         arrangement for the purchase of materials, supplies, other property or
         services if such arrangement by its express terms requires that payment
         be made by such Obligor regardless of whether or not such materials,
         supplies, other property or services are delivered or furnished to it.
         For the avoidance of doubt, nothing in this Clause shall prohibit the
         Borrower from entering into any Required Hedging Agreement.

                                      -90-

<PAGE>

8.2.9    MERGERS, ETC

         No Obligor will enter into any amalgamation, demerger, merger or
         reconstruction.

8.2.10   ASSET DISPOSITIONS, ETC

         No Obligor will sell, transfer, lease or otherwise dispose of any of,
         or grant options, warrants or other rights with respect to, any of its
         assets (including accounts receivable) to any person, unless:

         (a)  such disposition is of Project Output made in the ordinary course
              of business under the terms of the Refining Agreement or otherwise
              pursuant to arrangements with refineries which are satisfactory to
              the Lender Parties acting in their reasonable discretion;

         (b)  such disposition is of obsolete assets which are no longer used or
              required by the relevant Obligor or of assets which are to be
              replaced; or

         (c)  the net book value of all assets disposed of by all Obligors and
              the Borrower (excluding, however, assets disposed of pursuant to
              clause (a) or (b)) in the same Fiscal Year does not exceed
              U.S.$5,000,000 and U.S.$1,000,000 (or the equivalent thereof in
              any other currency), respectively, in the aggregate and fair value
              in cash or other assets is received therefor.

         All cash proceeds received by the Borrower in connection with any
         transaction permitted to be entered into pursuant to this Clause shall
         be deposited into the Operating Account.

8.2.11   TRANSACTIONS WITH AFFILIATES

         No Obligor will enter into, or cause, suffer or permit to exist:

         (a)  any arrangement or contract pursuant to which any indebtedness is
              extended by such Obligor to any of its affiliates as obligor;

         (b)  any arrangement or contract with any of its affiliates of a nature
              customarily entered into by persons which are affiliates of each
              other (including management or similar contracts or arrangements
              relating to the allocation of revenues, taxes and expenses or
              otherwise) requiring any payments to be made by any Obligor to any
              affiliate unless such arrangement is fair and equitable to such
              Obligor; or

         (c)  any other transaction, arrangement or contract with any of its
              other affiliates which would not be entered into by a prudent
              person in the position of such Obligor with, or which is on terms
              which are less favourable to such Obligor than are obtainable
              from, any person which is not one of its affiliates;

         PROVIDED, HOWEVER, that nothing in this Clause shall prevent, or be
         deemed to prevent:

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              (i)    the payment of management fees by the Borrower to the
                     Operator to the extent that such management fees are
                     permitted to be paid pursuant to Clause 8.2.7;

              (ii)   the incurrence and repayment by the Borrower of Approved
                     Subordinated Indebtedness permitted to be incurred and/or
                     repaid pursuant to the terms of this Agreement; or

              (iii)  the reimbursement by the Borrower to any Completion
                     Guarantor of any Project Costs permitted to be made
                     pursuant to the second proviso to Clause 8.2.7.

8.2.12   RESTRICTIVE AGREEMENTS, ETC

         No Obligor will enter into any agreement (excluding this Agreement and
         the Loan Documents) prohibiting the creation or assumption of any lien
         upon its properties, revenues or assets, whether now owned or hereafter
         acquired, or the ability of any Obligor to amend or otherwise modify
         this Agreement or any other Operative Document.

8.2.13   INCONSISTENT AGREEMENTS

         No Obligor will enter into any agreement containing any provision which
         would be violated or breached by the making of the Loans hereunder or
         by the performance by such Obligor of its obligations hereunder or
         under any Loan Document.

8.2.14   PROJECT DOCUMENTS

         Without prejudice to Clause 8.2.15, no Obligor will (and each Randgold
         Completion Guarantor will ensure that none of its affiliates will):

         (a)  amend, modify or waive any material provision of any Project
              Document to which it is a party; or

         (b)  terminate (other than in accordance with its terms (excluding,
              however, as a result of the breach of any obligation by any party
              thereto)) or replace, any Project Document to which it is a party.

         For the avoidance of doubt those provisions of the Operating Agreement
         relating to the calculation and payment of amounts thereunder by the
         Borrower to the Operator shall each be deemed to be material provisions
         of the Operating Agreement.

8.2.15   ACTIONS AND PERFORMANCE UNDER PROJECT DOCUMENTS

         No Obligor will take or refrain from taking any action under any of the
         Project Documents which would have a material adverse effect on:

         (a)  the ability of the Borrower to consummate the Morila Project and
              operate the Mine in accordance with the Development Plan and
              achieve the Mechanical Completion Date, the Economic Completion
              Date and the Release Date by no later than 31 December, 2001;

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<PAGE>

         (b)  any collateral subject to any Security Agreement and the
              perfection and priority of the liens granted or purported to be
              granted therein; or

         (c)  the ability of such Obligor to pay and perform its Obligations.

         Each Obligor will perform each of its material obligations contained
         in each Project Document to which it is a party in the manner
         contemplated by such Project Document.

8.2.16   BANK ACCOUNTS

         The Borrower shall not open any bank account or maintain any similar
         deposit arrangement or maintain any balance in any bank account or in
         respect of such arrangement other than the Project Accounts except with
         the prior written consent of the Agent (such consent not to be
         unreasonably withheld but to be deemed to have been reasonably withheld
         if any such account shall not be subject to a first priority perfected
         lien in favour of the Lender Parties).

8.2.17   ROYALTY AGREEMENTS

         The Borrower will not enter into any agreement relating to the granting
         of royalties or net profits interests in connection with the Morila
         Project other than as set forth in the royalty agreements listed in
         Item 9 ("ROYALTY AGREEMENTS") of the Disclosure Schedule.

9.       EVENTS OF DEFAULT

9.1      EVENTS OF DEFAULT

         The term "EVENT OF DEFAULT" shall mean any of the events set forth in
         this Clause.

9.1.1    NON-PAYMENT OF OBLIGATIONS

         (a)  The Borrower:

              (i)    shall default in the payment, repayment or prepayment when
                     due of any Principal Amount of or interest on any Loan
                     (and, in the case of any default in respect of interest,
                     such default shall continue unremedied for a period of
                     three (3) Business Days); or

              (ii)   shall default in the payment when due of any other
                     Obligation (and such default shall continue unremedied for
                     a period of five (5) Business Days); or

         (b)  AngloGold or AngloGold (BVI) shall default in the payment when due
              of any Obligation and such default shall continue unremedied for a
              period of five (5) Business Days.

9.1.2    NON-PERFORMANCE OF CERTAIN COVENANTS

         Any Obligor and/or, as the case may be, AngloGold and/or AngloGold
         (BVI) shall default in the due performance and observance of any of its
         obligations under:

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<PAGE>

         (a)  Clause 8.1.4, 8.1.11, 8.1.15 or 8.2; or

         (b)  Clauses 2 to 7 of any Subordination Agreement; or

         (c)  Clause 2 or 3 of either Guarantee Agreement.

9.1.3    NON-PERFORMANCE OF OTHER OBLIGATIONS

         Any Obligor and/or, as the case may be, AngloGold and/or AngloGold
         (BVI) shall default in the due performance or observance of any term,
         condition, covenant or agreement contained herein or in any other Loan
         Document executed by it (other than a default referred to in Clause
         9.1.1 or 9.1.2), and, if capable of cure or remedy, such default shall
         continue unremedied for a period of thirty (30) days.

9.1.4    BREACH OF REPRESENTATION OR WARRANTY

         Any representation or warranty of any Obligor and/or, as the case may
         be, AngloGold and/or AngloGold (BVI) made hereunder or under any other
         Loan Document executed by it or in any other document delivered by or
         on behalf of such Obligor and/or, as the case may be, AngloGold and/or
         AngloGold (BVI) to any Lender Party for the purposes of or in
         connection with this Agreement or any such Loan Document is or shall be
         incorrect in any material respect when made.

9.1.5    DEFAULT ON OTHER INDEBTEDNESS

         (a)  A default shall occur in the payment when due (subject to any
              applicable grace period), whether by acceleration or otherwise, of
              any indebtedness (other than indebtedness described in Clause
              9.1.1) of:

              (i)    AngloGold, having a principal amount, individually or in
                     the aggregate, in excess of U.S.$25,000,000 (or the
                     equivalent thereof in any other currency); or

              (ii)   any Randgold Completion Guarantor or AngloGold (BVI),
                     having a principal amount, individually or in the
                     aggregate, in excess of U.S.$5,000,000 (or the equivalent
                     thereof in any other currency); or

              (iii)  the Borrower having a principal amount, individually or in
                     the aggregate, in excess of U.S.$3,000,000 (or the
                     equivalent thereof in any other currency); or

         (b)  a default shall occur in the performance or observance of any
              obligation or condition with respect to such indebtedness if:

              (i)    (x) the effect of such default is to permit (after the
                     passage of time, the giving of notice, the making of any
                     required determination or any combination of the foregoing)
                     the acceleration of the maturity of any such indebtedness
                     and (y) in the reasonable opinion of the Required Lenders
                     such default is not capable of being cured within the
                     applicable period for cure set forth in the relevant
                     documentation relating to such indebtedness; or

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<PAGE>

              (ii)   such default shall continue unremedied for any applicable
                     period of time sufficient to permit the holder or holders
                     of such indebtedness, or any trustee or agent for such
                     holders, to cause such indebtedness to become due and
                     payable prior to its expressed maturity.

9.1.6    BANKRUPTCY, INSOLVENCY, ETC

         (a)  Any Relevant Group Company is unable to pay its debts as they fall
              due, commences negotiations with any one or more of its creditors
              with a view to the general readjustment or rescheduling of its
              indebtedness or makes a general assignment for the benefit of or a
              composition with its creditors; or

         (b)  Any Relevant Group Company or any other person, takes any action,
              or other steps are taken or legal proceedings are started, for the
              winding-up, dissolution or reorganisation of such Relevant Group
              Company or for the appointment of an examiner, receiver,
              liquidator, administrator, administrative receiver, manager or
              similar officer for it or of any or all of its assets; or

         (c)  any action or proceeding similar to those described in clause (a)
              or (b) shall occur with respect to, or be initiated by or against,
              any Relevant Group Company in any jurisdiction.

9.1.7    REQUIRED HEDGING AGREEMENTS

         Any default shall occur under any Required Hedging Agreement, any
         Required Hedging Agreement shall terminate (other than in accordance
         with its terms) or cease in whole or in part to be the legal, valid and
         binding obligation of any party thereto or any Required Hedging
         Agreement is not in compliance with the Hedging Policy; PROVIDED,
         HOWEVER, that (with respect to any such default, termination, cessation
         or non-compliance arising as a result of any action taken by, or event
         occurring with respect to, any party to such Required Hedging Agreement
         other than an Obligor) in the event that the Borrower shall have made
         arrangements within five (5) Business Days after such default,
         termination, cessation or non-compliance satisfactory to the Required
         Lenders with respect to the replacement of any such Required Hedging
         Agreement in accordance with Clause 8.1.10 and on substantially similar
         economic terms and benefits (or on such other terms or benefits as may
         be satisfactory to the Required Lenders) then no Event of Default
         shall be deemed to have occurred pursuant to this Clause.

9.1.8    PROJECT DOCUMENTS, ETC

         (a)  Any of the Material Project Documents shall terminate (other than
              in accordance with its terms in circumstances where no default in
              the performance by the Borrower or any affiliate thereof of its
              obligations has occurred and is continuing) or for any reason
              cease to be in full force and effect, except for:

              (i)    any expiration at the end of the term thereof;

                                      -95-

<PAGE>

              (ii)   any termination or replacement consented to by the Required
                     Lenders pursuant to Clause 8.2.14(b); or

              (iii)  if replacement thereof is effected as provided in Clause
                     9.1.14; or

         (b)  a default (after giving effect to any applicable grace period)
              under any of the Project Documents (excluding, however, to the
              extent referred to in Clause 9.1.7 any Required Hedging Agreement
              which is a Project Document or, to the extent referred to in
              Clause 9.1.14, the Construction Contract, the Mining Contract, the
              Power Contract or the Refining Agreement) shall occur, and such
              default is, in the reasonable opinion of the Required Lenders,
              likely to have a Materially Adverse Effect with respect to the
              Borrower (and/or, at any time on or prior to the Release Date, any
              Completion Guarantor) and the Borrower fails to obtain a
              satisfactory alternative agreement or alternative arrangements to
              satisfactorily mitigate the effect of such termination or default
              within thirty (30) days of such termination or default.

9.1.9    IMPAIRMENT OF LOAN DOCUMENTS

         This Agreement or any other Loan Document shall terminate (other than
         in accordance with its terms) or cease in whole or in any material part
         to be the legal, valid, binding and enforceable obligation of any
         Obligor party thereto, AngloGold or AngloGold (BVI); any Obligor,
         AngloGold or AngloGold (BVI) or any other party shall, directly or
         indirectly, contest in any manner such effectiveness, validity, binding
         nature or enforceability; or any lien securing any Obligation shall, in
         whole or in part, cease to be a perfected lien which, except as
         referred to in Clause 7.4(b), ranks first in priority.

9.1.10   ABANDONMENT; MINING RIGHTS.

         (a)  The Borrower shall abandon all or any significant portion of its
              interest in the Mine or the Project Assets other than as
              specifically permitted by this Agreement and each other Loan
              Document or other than as is not required in connection with the
              Morila Project.

         (b)  Any person other than the Borrower shall acquire Mining Rights in
              respect of the Morila Project.

9.1.11   JUDGMENTS

         Any judgment or order for the payment of money in excess of
         U.S.$1,000,000 (or the equivalent thereof in any other currency), shall
         be rendered against any Obligor or AngloGold (BVI), or any judgment or
         order for the payment of money in excess of U.S.$25,000,000 (or the
         equivalent thereof in any other currency) shall be rendered against
         AngloGold, and either:

         (a)  enforcement proceedings shall have been commenced by any creditor
              upon such judgment or order; or

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         (b)  there shall be any period of ten (10) consecutive days during
              which a stay of enforcement of such judgment or order, by reason
              of a pending appeal or otherwise, shall not be in effect.

9.1.12   POLITICAL RISK, EXPROPRIATION, ETC.

         (a)  Either:

              (i)    any Political Risk Insurance previously obtained by any
                     Lender shall cease to be in full force and effect (other
                     than as a result of any act or omission of such Lender); or

              (ii)   as a result of any act or omission by any Obligor,
                     AngloGold or AngloGold (BVI) or any affiliate of any
                     thereof, the political risk insurer thereunder shall not be
                     liable to pay a claim thereunder which it would otherwise
                     have been liable to pay;

         (b)  any risk or event covered by any Political Risk Insurance then in
              effect shall occur; or

         (c)  any Governmental Agency or other person purporting to be, or
              acting as, any Governmental Agency condemns, nationalises, seizes
              or otherwise expropriates all or any substantial part of the
              property or other assets of the Borrower or of its share capital
              or other ownership interests, or assumes custody or control of
              such property or other assets or of the business or operations of
              the Borrower or implements any regulation or law with respect to
              the remission of funds offshore, taxation or any other matter if
              such action (together with, if applicable, any prior similar
              action) would prevent the Borrower from carrying on its
              obligations under the Operative Documents, and such condemnation,
              nationalisation, seizure, expropriation, assumption, action or
              implementation is not withdrawn, rescinded, reversed, or in the
              case of any such action with respect to property or assets, the
              same are not replaced with equivalent property or assets within
              thirty (30) days.

9.1.13   CHANGE IN CONTROL

         (a)  Any Change in Control shall occur; or

         (b)  the ordinary shares of RRL shall cease to be listed on the
              International Stock Exchange of London or the ordinary shares of
              AngloGold shall cease to be listed on the Johannesburg Stock
              Exchange.

9.1.14   DEFAULT, ETC. BY CONTRACTORS

         Either Construction Contractor, the Mining Contractor, any Power
         Contractor, the Refiner or the Operator shall default in a manner
         likely to have a Materially Adverse Effect in the performance of any of
         its material obligations under the Construction Contract, the Mining
         Contract, the Power Contract, the Refining Agreement or the Operating
         Agreement, respectively, and such person shall not have remedied such
         default within the time prescribed under the relevant contract,

                                      -97-

<PAGE>

         or the Borrower shall terminate the services of either Construction
         Contractor, the Mining Contractor, any Power Contractor, the Refiner or
         the Operator; PROVIDED, HOWEVER, that in the event that either
         Construction Contractor, the Mining Contractor, any Power Contractor or
         the Refiner shall be so unable to perform such obligations (but not,
         for the avoidance of doubt, in the event that the Borrower shall have
         so terminated the services of such person) then no Event of Default
         shall be deemed to have occurred pursuant to this Clause if the
         Borrower shall have appointed a substitute Construction Contractor,
         Mining Contractor, Power Contractor or Refiner, as the case may be, of
         international repute and of at least equivalent credit standing or the
         Borrower shall be developing the Mine on an interim basis in a manner
         which will enable the Mine to be developed and constructed as
         contemplated by the Development Plan and shall have made provision for
         the appointment of a substitute Construction Contractor, Mining
         Contractor, Power Contractor or Refiner, as the case may be, acceptable
         to the Required Lenders in their reasonable discretion within thirty
         (30) days of the occurrence of such inability to perform or
         termination.

9.1.15   FAILURE TO REACH CERTAIN MILESTONES

         The Release Date, the Economic Completion Date or the Mechanical
         Completion Date shall not have occurred on or prior to 31 December,
         2001.

9.1.16   APPROVALS

         Any Approval which is material to the Morila Project or the Mine or
         otherwise material to the conduct of the business of the Borrower or
         the performance of any Obligor's obligations under any Operative
         Agreement executed by it shall be denied or withdrawn or shall cease to
         remain in full force and effect or shall otherwise be materially
         impaired.

9.1.17   MATERIALLY ADVERSE EFFECT

         Any event shall occur or condition shall exist which constitutes a
         Materially Adverse Effect with respect to any Obligor, AngloGold or
         AngloGold (BVI).

9.1.18   DEVIATION FROM DEVELOPMENT PLAN

         Without prejudice to the provisions of Clause 8.1.9, the Borrower shall
         fail to develop the Morila Project in the manner contemplated by the
         Development Plan and such failure shall have a Materially Adverse
         Effect with respect to the Borrower.

9.1.19   FINANCIAL CONDITION

         Any of the following shall occur:

         (a)  the Loan Cover Ratio (calculated on the date of preparation of
              each Compliance Certificate with respect to any of the consecutive
              six (6) month period commencing on all Calculation Dates scheduled
              to occur on or after such date of preparation), shall be less than
              one hundred and thirty percent (130%);

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<PAGE>

         (b)  the Loan Life Ratio (calculated on the date of preparation of each
              Compliance Certificate with respect to any of the Calculation
              Dates scheduled to coincide with or occur thereafter), shall be
              less than or equal to one hundred and twenty five percent (125%);

         (c)  the Project Life Ratio (calculated on the date of preparation of
              each Compliance Certificate with respect to any of the Calculation
              Dates scheduled to coincide with or occur thereafter), shall be
              less than or equal to one hundred and forty percent (140%); and

         (d)  the Proven and Probable Reserves shall be, at any date, less than,
              or shall be scheduled at any date prior to the Final Maturity Date
              to be less than, thirty percent (30%) of the Proven and Probable
              Reserves as at the Effective Date.

9.2      ACTION IF BANKRUPTCY

         If any Event of Default described in Clause 9.1.6 shall occur, the
         Commitments (if not theretofore terminated) shall automatically
         terminate and the outstanding Principal Amount of all outstanding Loans
         and all other Obligations (excluding, however, unless express
         instructions to the contrary are received from the relevant Lender,
         Obligations in respect of any Required Hedging Agreement to which any
         Lender is a party) shall automatically be and become immediately due
         and payable, without notice or demand.

9.3      ACTION IF OTHER EVENT OF DEFAULT

         If any Event of Default (other than any Event of Default described in
         Clause 9.1.6) shall occur for any reason, whether voluntary or
         involuntary, and be continuing, the Agent may, upon the direction of
         the Required Lenders (but not otherwise), shall, upon notice or demand
         to the Borrower, declare all or any portion of the outstanding
         Principal Amount of the Loans to be due and payable and any or all
         other Obligations (excluding, however, unless express instructions to
         the contrary are received from the relevant Lender, Obligations in
         respect of any Required Hedging Agreement to which any Lender is a
         party) to be due and payable and/or the Commitments (if not theretofore
         terminated) to be terminated, whereupon the full unpaid Principal
         Amount of such Loans and any and all other Obligations which shall be
         so declared due and payable shall be and become immediately due and
         payable, without further notice, demand, or presentment, and/or, as the
         case may be, the Commitments shall terminate.

9.4      EVENT OF DEFAULT AFTER RELEASE DATE

         No Event of Default shall have, or shall be deemed to have, occurred in
         the event that any of the events referred to in Clause 9.1.5, 9.1.6,
         9.1.11, 9.1.13(b), or 9.1.17 shall have occurred with respect to any
         Completion Guarantor at any time on or after the Release Date.

10.      THE AGENT, THE ARRANGERS AND THE CO-ARRANGERS

10.1     APPOINTMENT

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<PAGE>

         Each of the Lenders hereby:

         (a)  appoints the Agent as its agent in connection herewith and as
              security trustee to hold the benefit of the security granted
              pursuant to those Security Agreements where it is designated as
              security trustee;

         (b)  authorises the Agent to exercise such rights, powers and
              discretions as are specifically delegated to the Agent by the
              terms hereof and the other Loan Documents together with all such
              rights, powers and discretions as are reasonably incidental
              thereto;

         (c)  agrees that, as agent for itself and the other Lender Parties (or,
              as the case may be, as security trustee), the Agent shall hold the
              benefit of the security granted pursuant to the Security
              Agreements for itself and the Lender Parties subject to and in
              accordance with the provisions hereof and of the Security
              Agreements, which provisions are hereby agreed to and approved by
              each party to this Agreement; and

         (d)  irrevocably and unconditionally authorises and requests the Agent
              to enter into the Security Agreements as agent on its behalf (or,
              as the case may be, as security trustee to hold the benefit of the
              security granted pursuant to the relevant Security Agreements).

10.2     RELIANCE, ETC

         The Agent may:

         (a)  assume that:

              (i)    any representation made by any Obligor, AngloGold or
                     AngloGold(BVI) in connection herewith or any other
                     Loan Document is true;

              (ii)   no Default has occurred; and

              (iii)  none of any Obligor, AngloGold or AngloGold (BVI) is in
                     breach of or in default of its obligations hereunder or
                     under any other Loan Document to which it is a party unless
                     the Agent has actual knowledge or actual notice to the
                     contrary;

         (b)  assume that the Dollar Lending Office of each Lender is that
              specified on the signature pages attached hereto (and, in the case
              of a Transferee Lender, at the end of the Transfer Certificate to
              which it is a party as Transferee Lender) until it has received
              from any Lender a notice designating some other office of such
              Lender to replace its Dollar Lending Office and may act upon any
              such notice until the same is superseded by a further such notice;

         (c)  engage and pay for the advice or services of any lawyers,
              accountants, surveyors or other experts whose advice or services
              may seem necessary, expedient or desirable to it and rely upon any
              advice so obtained;

                                     -100-

<PAGE>

         (d)  rely as to any matters of fact which might reasonably be expected
              to be within the knowledge of any Obligor, AngloGold or AngloGold
              (BVI), upon a certificate signed by or on behalf of such Obligor,
              AngloGold or AngloGold (BVI);

         (e)  rely upon any communication or document believed by it to be
              genuine;

         (f)  refrain from exercising any right, power or discretion vested in
              it as an agent hereunder or under any other Loan Document unless
              and until instructed by the Required Lenders as to whether or not
              such right, power or discretion is to be exercised and, if it is
              to be exercised, as to the manner in which it should be exercised;

         (g)  refrain from acting in accordance with any instructions of
              Required Lenders to begin any legal action or proceeding arising
              out of or in connection with this Agreement or any other Loan
              Document until it shall have received such security and/or further
              indemnities as it may require (whether by way of payment in
              advance or otherwise) for all costs, claims, expenses (including
              legal fees and expenses on a full indemnity basis) and liabilities
              which it will or may expend or incur in complying with such
              instructions; and

         (h)  hold or place any Loan Document and any document coming into its
              possession or control pursuant thereto in safe custody with any
              bank or other person whose business includes the safe custody of
              documents or with a lawyer or firm of lawyers in any part of the
              world, without responsibility to any Lender Party for any loss
              incurred by reason of any action or inaction on the part of any
              such person or for the supervision of any such person and may pay
              all sums required to be paid on account of or in respect of the
              foregoing.

10.3     ACTIONS

         The Agent shall:

         (a)  promptly inform each Lender of the contents of any notice or
              document received by it in its capacity as agent for the Lenders
              hereunder from any Obligor, AngloGold or AngloGold (BVI) hereunder
              or under any other Loan Document;

         (b)  promptly notify each Lender of the occurrence of any Default of
              which the Agent has actual knowledge or actual notice;

         (c)  save as otherwise provided herein, act as agent hereunder or under
              any other Loan Document to which it is a party in accordance with
              any instructions given to it by the Required Lenders, which
              instructions shall be binding on all of the Lender Parties;

         (d)  if so instructed by the Required Lenders, refrain from exercising
              any right, power or discretion vested in it as agent hereunder or
              under any other Loan Document to which it is a party.

                                     -101-

<PAGE>

10.4     LIMITATION ON ACTIONS

Notwithstanding anything to the contrary expressed or implied herein or in any
other Loan Document, the Agent shall not:

         (a)  be bound to enquire as to:

              (i)    whether or not any representation made by any Obligor,
                     AngloGold or AngloGold (BVI) in connection herewith or any
                     other Loan Document is true;

              (ii)   the occurrence or otherwise of any Default;

              (iii)  the performance by any Obligor, AngloGold or AngloGold
                     (BVI) of its obligations hereunder or under any other Loan
                     Document; or

              (iv)   any breach of, or default by any Obligor, AngloGold or
                     AngloGold (BVI) of, its obligations hereunder or under any
                     other Loan Document;

         (b)  be bound to account to any Lender Party for any sum or the profit
              element of any sum received by it for its own account;

         (c)  be bound to disclose to any other person any information relating
              to any Obligor, AngloGold or AngloGold (BVI) or any affiliate of
              any thereof if such disclosure would or might in its opinion
              constitute a breach of any law or regulation or be otherwise
              actionable at the suit of any person; or

         (d)  be under any fiduciary duty towards any Lender Party or under any
              obligations other than those for which express provision is made
              herein or in the other Loan Documents.

10.5     INDEMNIFICATION BY LENDERS

         Each Lender shall, from time to time on demand by the Agent, indemnify
         the Agent in the proportion of such Lender's Percentage at the time of
         such demand, against any and all reasonable costs, claims, expenses
         (including legal fees) and liabilities which the Agent may incur,
         otherwise than by reason of its own gross negligence or wilful
         misconduct, in acting in its capacity as Agent hereunder or under the
         other Loan Documents.

10.6     EXCULPATION

         (a)  Neither the Agent, the Arrangers nor the Co-Arrangers accept any
              responsibility for the accuracy and/or completeness of any
              information supplied by any Obligor, AngloGold or AngloGold (BVI)
              in connection herewith or with any other Loan Document or for the
              legality, validity, effectiveness, adequacy or enforceability of
              this Agreement or any other Loan Document and neither the Agent,
              the Arrangers nor the Co-Arrangers shall be under any liability as
              a result of taking or omitting to take any action in relation to
              this Agreement or any other Loan Document (including any such
              action taken or omitted to be taken prior to the Effective Date in

                                     -102-

<PAGE>

              connection with the arrangement and implementation of the
              financing facilities contemplated by this Agreement and the other
              Loan Documents), save in the case of negligence or wilful
              misconduct.

         (b)  In the event that the named insured on the policy of Political
              Risk Insurance maintained in connection with this Agreement shall
              be the Agent or the Arrangers neither the Agent nor the Arrangers
              shall be under any liability whatsoever for any invalidation,
              cancellation or avoidance of any cover provided by such policy or
              any direct or indirect loss suffered by any Lender due to such
              invalidity, cancellation or avoidance, except in respect of the
              Agent's or, as the case may be, the relevant Arranger's,
              negligence or wilful misconduct.

10.7     WAIVER

         Each of the Lender Parties agrees that it will not assert or seek to
         assert against any director, officer or employee of the Agent, either
         Arranger or any Co-Arranger any claim it might have against the Agent,
         an Arranger or a Co-Arranger in respect of the matters referred to in
         Clause 10.6.

10.8     BANKING ACTIVITIES

         Each of the Agent, the Arrangers and the Co-Arrangers may accept
         deposits from, lend money to and generally engage in any kind of
         banking or other business with, any Obligor, AngloGold, AngloGold (BVI)
         or any affiliate of any thereof.

10.9     RESIGNATION AND REPLACEMENT

         (a)  The Agent may resign as such at any time upon at least thirty (30)
              days prior notice to the Borrower and all the Lenders; provided,
              however, that no such resignation shall be effective unless a
              successor to it as the Agent is appointed in accordance with this
              Clause. Following delivery of any such notice of resignation, the
              Required Lenders may, with the prior written consent of the
              Borrower (such consent not to be unreasonably withheld or delayed;
              provided, however, that nothing herein shall oblige the Borrower
              to give any such consent in the event that the Borrower's rights
              hereunder would be materially and adversely affected by the
              replacement of the Agent as hereinafter set forth), at any time
              upon fifteen (15) days notice to the Agent and the Borrower,
              appoint another Lender as the successor Agent which shall
              thereupon become the Agent hereunder. If no successor Agent shall
              have been so appointed by the Required Lenders, and shall have
              accepted such appointment, within thirty (30) days after the
              retiring Agent's giving notice of resignation, then the retiring
              Agent may, on behalf of the Lender Parties, appoint (with the
              prior written consent of the Borrower (such consent not to be
              unreasonably withheld or delayed)) a successor Agent, which shall
              be one of the Lenders or another reputable and experienced banking
              or financial institution.

         (b)  If the Agent shall default in, or commit any act of negligence or
              wilful misconduct in connection with, the performance of any of
              its material duties under this Agreement or any other Loan
              Document then the

                                     -103-

<PAGE>

              Required Lenders may, with the prior written consent of the
              Borrower (such consent not to be unreasonably withheld or delayed
              as set forth in clause (a)), at any time upon fifteen (15) days
              notice to the Agent and the Borrower, appoint another Lender as a
              replacement Agent which shall thereupon become the Agent
              hereunder.

10.10    DISCHARGE

         If a successor to the Agent is appointed under the provisions of
         Clause 10.9, then:

         (a)  the retiring Agent shall be discharged from any further
              obligations hereunder and under the other Loan Documents but shall
              remain entitled to the benefit of the provisions of this Clause;
              and

         (b)  its successor and each of the other parties hereto shall have the
              same rights and obligations amongst themselves as they would have
              had if such successor had been an original party hereto.

10.11    CREDIT DECISIONS

         It is understood and agreed by each Lender Party that it has itself
         been, and will continue to be, solely responsible for making its own
         independent appraisal of and investigations into the financial
         condition, creditworthiness, condition, affairs, status and nature of
         each Obligor, AngloGold and AngloGold (BVI) and, accordingly, each
         Lender Party warrants to each of the Agent, the Arrangers and the
         Co-Arrangers that it has not relied and will not hereafter rely on the
         Agent, the Arrangers or the Co-Arrangers:

         (a)  to check or enquire on its behalf into the adequacy, accuracy or
              completeness of either information provided by or on behalf of any
              Obligor, AngloGold or AngloGold (BVI) in connection with this
              Agreement or any other Loan Document or the transactions herein or
              therein contemplated (whether or not such information has been or
              is hereafter circulated to such Lender Party by the Agent, an
              Arranger or a Co-Arranger); or

         (b)  to assess or keep under review on its behalf the financial
              condition, creditworthiness, condition, affairs, status or nature
              of any Obligor, AngloGold or AngloGold (BVI).

10.12    ROTHSCHILD AS THE AGENT

         In acting as the Agent, Rothschild shall be treated as a separate
         entity from any other division of Rothschild (or similar units of
         Rothschild in any subsequent reorganisation) or its affiliates and,
         without limiting the generality of the foregoing, in the event that any
         of Rothschild's divisions (or similar units) or affiliates should act
         for any Group Member in an advisory capacity in relation to any other
         matter, any information given by any Group Member to such divisions (or
         similar units) or affiliates for the purposes of obtaining advice shall
         be treated as confidential and shall not be available to the other
         Lender Parties without the consent of the Completion Guarantors; and
         notwithstanding anything to the contrary expressed or

                                     -104-

<PAGE>

         implied herein and without limiting the generality of the foregoing,
         Rothschild shall not as between itself and the other Lender Parties be
         bound to disclose to any Lender Party or other person any information
         supplied by any Group Member to Rothschild in its capacity as the Agent
         hereunder which is identified by such Group Member at the time of
         supply as being unpublished price sensitive information relating to a
         proposed transaction by a Group Member to Rothschild and supplied
         solely for the purpose of evaluating in consultation with Rothschild in
         its capacity as advisor whether such transaction might require a waiver
         or amendment to any of the provisions contained herein or in any other
         Loan Document.

10.13    ROTHSCHILD AND SBL AS ARRANGERS

         In acting as an Arranger, each of Rothschild and SBL shall be treated
         as a separate entity from any other division of Rothschild or SBL
         respectively (or similar units of Rothschild or SBL in any subsequent
         reorganisation) or their respective affiliates and, without limiting
         the generality of the foregoing, in the event that any of Rothschild's
         or SBL's divisions (or similar units) or affiliates should act for any
         Group Member in an advisory capacity in relation to any other matter,
         any information given by any Group Member to such divisions (or similar
         units) or affiliates for the purposes of obtaining advice shall be
         treated as confidential and shall not be available to the other Lender
         Parties without the consent of the Completion Guarantors; and
         notwithstanding anything to the contrary expressed or implied herein
         and without limiting the generality of the foregoing, neither
         Rothschild nor SBL shall as between itself and the other Lender Parties
         be bound to disclose to any Lender Party or other person any
         information supplied by any Group Member to Rothschild or SBL,
         respectively, in their respective capacities as an Arranger hereunder
         if such information is identified by such Group Member at the time of
         supply to Rothschild or SBL as being unpublished price sensitive
         information relating to a proposed transaction by a Group Member and
         supplied solely for the purpose of evaluating in consultation with
         either Rothschild or SBL in its capacity as advisor whether such
         transaction might require a waiver or amendment to any of the
         provisions contained herein or in any other Loan Document.

10.14    INTERPRETATION

         As used in this Clause, "actual knowledge" and "actual notice" of the
         Agent, the Arrangers and the Co-Arrangers means actual knowledge or
         notice of those officers of the Agent, or, as the case may be, an
         Arranger or a Co-Arranger, from time to time responsible for the
         performance by the Agent, or, as the case may be, an Arranger or a
         Co-Arranger, of its obligations under the Loan Documents.

10.15    AGENT TO CONDUCT PROCEEDINGS

         The Agent shall have the sole conduct of any action or proceedings to
         be taken upon the happening of an Event of Default and in the
         enforcement of any security granted by the Security Agreements and no
         Lender shall (unless the Agent otherwise requests) take any action by
         itself or in conjunction with any other Lender or any other person to
         enforce the terms of any of the Loan Documents or to terminate the
         same. If any Lender notifies the Agent that it wishes to take action

                                     -105-

<PAGE>

         as aforesaid, the Agent shall refer the same to the Lenders for
         decision in accordance with Clause 10.17. Notwithstanding anything to
         the contrary hereunder, the Agent shall not:

         (a)  formally initiate any legal action or proceedings hereunder
              against any Obligor, AngloGold or AngloGold (BVI) on behalf of any
              Lender without the prior written consent of such Lender; or

         (b)  exercise on behalf of any of the Lenders any of their rights or
              remedies hereunder or under the Security Agreements unless it has
              been instructed to do so in writing by such Lenders.

10.16    DECISIONS BY THE LENDERS

         In any case where the materiality of any matter, event or consequence
         is in question, the Agent shall be entitled (but not bound) to
         determine the same without reference to the Lenders. Any
         acknowledgement given by the Agent to any Obligor, AngloGold or
         AngloGold (BVI) that any matter, event or consequence is not material
         shall be binding on the Lenders.

         The Agent shall, unless it considers the matter in question not to be
         material, be bound (and shall in any event be entitled) to notify to
         the Lenders any question relating to the exercise by the Agent of any
         discretion, or to the giving or withholding by it of any approval or
         waiver, or of any matter dependent on its opinion, for any purposes
         under the Loan Documents.

10.17    MANNER OF REFERENCE TO LENDERS

         Whenever the Agent refers any question to the Lenders for any of the
         purposes of this Clause it shall:

         (a)  do so in writing;

         (b)  state a time (being reasonable in all the circumstances) within
              which each Lender is to give directions as aforesaid; and

         (c)  inform the Borrower of the question referred, and the Borrower may
              submit oral or written statements to all the Lenders in respect
              thereof.

         If not all the Lenders reply to the Agent within the required time as
         aforesaid (or such longer time as the Agent may allow) then the
         percentage referred to in the definition of Required Lenders shall be
         deemed to refer to the percentage of the aggregate shares of the
         Lenders who have so replied.

11.      MISCELLANEOUS

11.1     WAIVERS, AMENDMENTS, ETC

         The provisions of this Agreement and of each other Loan Document
         (except to the extent otherwise set forth in such Loan Document) may
         from time to time be amended, modified or waived, if such amendment,
         modification or waiver is in writing and consented to by each Obligor
         and/or, as the case may be, AngloGold

                                     -106-

<PAGE>

         and/or AngloGold (BVI), which, in each such case, is party to this
         Agreement or such other Loan Document, the Agent and the Required
         Lenders; provided, however, that no such amendment, modification or
         waiver which would:

         (a)  modify any requirement hereunder that any particular action be
              taken or a determination be made by, or with the consent of or in
              consultation with, all the Lenders or by the Required Lenders
              shall be effective unless consented to by each Lender;

         (b)  modify this Clause, modify Clause 8.2.7 change the definition of
              the term "REQUIRED LENDERS", change the Total Commitment Amount or
              the Percentage or Funding Percentage of any Lender or otherwise
              subject any Lender to any additional obligation shall be made
              without the consent of each Lender;

         (c)  extend the due date for, or reduce the amount of, any payment or
              prepayment of principal of or interest on any Loan or any other
              amount payable hereunder or under any other Loan Document in
              respect thereof shall be made without the consent of each Lender;

         (d)  affect the interests, rights or obligations of the Agent, either
              Arranger or any Co-Arranger in their respective capacities as such
              shall be made without the consent of the Agent or, as the case may
              be, such Arranger or Co-Arranger;

         (e)  other than as specifically permitted by this Agreement or the
              relevant Security Agreement, authorise or effect the release of
              any material portion of the collateral which is the subject of any
              lien granted or purported to be granted in favour of the Agent
              (for the rateable benefit of the Lender Parties) or in favour of
              the Lender Parties pursuant to any relevant Security Agreement
              shall be made without the consent of each Lender;

         (f)  materially reduce the obligations of any Completion Guarantor
              under the Guarantee Agreement to which such Completion Guarantor
              is a party shall be made without the consent of each Lender;

         (g)  modify any term of this Agreement or any other Loan Document
              expressly relating to the priority of payment of, or the granting
              of any security in respect of, any obligations of the Borrower,
              any Obligor, AngloGold, AngloGold (BVI) or any other subsidiary of
              AngloGold under any Required Hedging Agreement to which any Lender
              is a party shall be made without the consent of such Lender; or

         (h)  pursuant to the Political Risk Insurance require the consent of
              the provider thereof, shall be made without the consent of such
              provider.

         No failure or delay on the part of any Lender Party in exercising any
         power or right under this Agreement or any other Loan Document shall
         operate as a waiver thereof, nor shall any single or partial exercise
         of any such power or right preclude any other or further exercise
         thereof or the exercise of any other power or right. No notice to or
         demand on any Obligor in any case shall entitle it or any other

                                     -107-

<PAGE>

         Obligor to any notice or demand in similar or other circumstances. No
         waiver or approval by any Lender Party under this Agreement or any
         other Loan Document shall, except as may be otherwise stated in such
         waiver or approval, be applicable to subsequent transactions. No waiver
         or approval hereunder shall require any similar or dissimilar waiver or
         approval thereafter to be granted hereunder.

11.2     NOTICES

         All notices and other communications provided to any party hereto under
         this Agreement or any other Loan Document shall be in writing and shall
         be sent by hand delivery, courier delivery, telex (if the receiving
         party shall have telex facilities) or facsimile and addressed or
         delivered to it at its address set forth below its signature hereto and
         designated as its "ADDRESS FOR NOTICES" or at such other address as may
         be designated by such party in the relevant Loan Document or in a
         notice to the other parties. Any notice:

         (a)  if sent by hand delivery or courier delivery, shall be deemed
              received when delivered in legible form; and

         (b)  if transmitted by telex or facsimile, shall be deemed given when
              transmitted (answerback received at both the beginning and end of
              the relevant transmission in the case of telexes and transmission
              confirmed by the sending facsimile machine in the case of
              facsimiles).

11.3     COSTS AND EXPENSES

         (a)  The Borrower agrees to pay on demand:

              (i)    all reasonable legal fees and related expenses of the Agent
                     and the Arrangers incurred in connection with the
                     negotiation, preparation, execution and delivery of this
                     Agreement and each other Loan Document, including schedules
                     and exhibits, whether or not the transactions contemplated
                     hereby are consummated;

              (ii)   all reasonable out-of-pocket expenses of the Agent and the
                     Arrangers incurred in connection with any amendments,
                     waivers, consents, supplements or other modifications to
                     this Agreement or any other Loan Document as may from time
                     to time hereafter be required; and

              (iii)  any stamp or other taxes incurred in connection with the
                     preparation and review of the form of any Instrument
                     relevant to this Agreement or any other Loan Document, the
                     consideration of legal questions relevant hereto and
                     thereto and the filing, recording, refiling or re-recording
                     of any Loan Document and all amendments or supplements to
                     any thereof and any and all other documents or Instruments
                     of further assurance required to be filed or recorded or
                     refiled or re-recorded by the terms hereof or of any other
                     Loan Document.

                                     -108-

<PAGE>

         (b)  The Borrower agrees, subject to any cap or condition agreed
              between the Borrower; the Agent and the relevant adviser (where
              applicable) to pay on demand all reasonable costs and expenses of
              any Lender Party's officers or agents in connection with its
              annual on-site inspections of the Mine and all fees and expenses
              of the Independent Engineer for the preparation of each
              Semi-Annual Mine Report and each other reports required of it, the
              fees and expenses of the independent chartered accountants and
              certified public accountants in connection with the performance of
              their duties described in Clause 8.1.8, the certification of each
              Compliance Certificate, the Mechanical Completion Certificate and
              the Economic Completion Certificate and any other matter relating
              to the Morila Project and the Mine, and all reasonable fees and
              expenses of the Insurance Consultant and the Project Account Banks
              in connection with the performance of their respective duties
              referred to herein; provided, however, that, except at any time
              when any Default shall have however occurred and be continuing the
              Borrower's obligation to pay the fees and expenses of the
              Independent Engineer in respect of any on-site inspection of the
              Mine shall be limited to two (2) such inspections per period of
              twelve (12) months prior to the Economic Completion Date and one
              (1) such inspection per period of twelve (12) months thereafter.

         (c)  The Borrower agrees to reimburse each Lender Party on demand for
              all out-of-pocket expenses (including fees and expenses of legal
              advisers to such Lender Party) incurred by such Lender Party in
              connection with:

              (i)    the negotiation of any restructuring or "work-out", whether
                     or not consummated, of any Obligations; and

              (ii)   the enforcement of any Obligations.

         (d)  All fees and expenses of any legal adviser to any Lender Party
              payable by the Borrower hereunder shall be paid on a full
              indemnity basis inclusive of United Kingdom Value Added Tax or any
              other similar tax payable in connection therewith. Each Lender
              Party agrees to use reasonable efforts to recover any such tax and
              to reimburse the Borrower in the amount of any such recovery (to
              the extent previously paid by the Borrower); provided, however,
              that no Lender Party shall be under any obligation to attempt or
              effect any such recovery if, in the opinion of such Lender Party
              the act of arranging or effecting such recovery might reasonably
              be expected to result in an adverse consequence with respect to
              the business or tax position of such Lender Party.

11.4     INDEMNIFICATION

         In consideration of the execution and delivery of this Agreement by
         each Lender Party and the extension of the Commitments, the Obligors
         hereby jointly and severally indemnify, exonerate and hold each Lender
         Party and each of its officers, directors, shareholders, employees and
         agents (the "INDEMNIFIED PARTIES") free and harmless from and against
         any and all actions, causes of action, suits, losses, costs,
         liabilities and damages and expenses in connection therewith (including
         reasonable fees and expenses of legal advisers on a full indemnity
         basis and

                                     -109-

<PAGE>

         inclusive of United Kingdom Value Added Tax or any similar tax payable
         in connection therewith and including any amount paid by any Lender to
         the Agent, either Arranger or any Co-Arranger pursuant to Clause 10.5)
         (the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or
         any of them as a result of, or arising out of, or relating to:

         (a)  any transaction financed or to be financed in whole or in part,
              directly or indirectly, with the proceeds of any Loan;

         (b)  entering into and performance of this Agreement and any other Loan
              Document by any of the Indemnified Parties (including any action
              brought by or on behalf of the Borrower, any other Obligor,
              AngloGold, AngloGold (BVI) or any other person as the result of
              any determination by any Lender pursuant to Clause 6 not to fund
              any Loan);

         (c)  any investigation, litigation or proceeding related to any
              environmental cleanup, audit, compliance or other matter relating
              to the protection of the environment or the release by any
              Obligor, AngloGold, AngloGold (BVI) or the Operator of any
              Hazardous Material; or

         (d)  the presence on or under, or the escape, seepage, leakage,
              spillage, discharge, emission, discharging or releases or
              threatened releases from, any real property owned or operated by
              any Obligor, AngloGold, AngloGold (BVI) or the Operator of any
              Hazardous Material (including any losses, liabilities, damages,
              injuries, costs, expenses or claims asserted or arising under any
              Environmental Law, regardless of whether caused by, or within the
              control of, such Obligor;

         except for any such Indemnified Liabilities arising for the account of
         a particular Indemnified Party by reason of the relevant Indemnified
         Party's negligence or wilful misconduct, and if and to the extent that
         the foregoing undertaking may be unenforceable for any reason, each
         Obligor hereby jointly and severally agrees to make the maximum
         contribution to the payment and satisfaction of each of the Indemnified
         Liabilities which is permissible under Applicable Law; provided,
         however, that no Randgold Completion Guarantor shall be under any
         liability pursuant to clause (a) or (b) after the Release Date except
         with respect to any Indemnified Liability arising, in whole or in part,
         as a result of any event or failure to act which occurred on or prior
         to the Release Date.

         Each Lender Party agrees to use reasonable efforts to recover any such
         United Kingdom Value Added Tax or any similar tax payable in connection
         with the Indemnified Liabilities and to reimburse the Borrower in the
         amount of any such recovery (to the extent previously paid by the
         Borrower); provided, however, that no Lender Party shall be under any
         obligation to attempt or effect any such recovery if, in the opinion of
         such Lender Party the act of arranging or effecting such recovery might
         reasonably be expected to result in an adverse consequence with respect
         to the business or tax position of such Lender Party.

11.5     SURVIVAL

                                     -110-

<PAGE>

         The obligations of the Borrower under Clauses 3.3, 5.2, 5.3, 5.4, 5.6,
         11.3 and 11.4 and of each Randgold Completion Guarantor under Clauses
         5.6 and 11.4 and the obligations of the Lenders under Clause 10.5,
         shall, in each case, survive any termination of this Agreement. The
         representations and warranties made by each Obligor in this Agreement
         and in each other Loan Document to which it is a party shall survive
         the execution and delivery of this Agreement and each such other Loan
         Document.

11.6     SEVERABILITY

         Any provision of this Agreement or any other Loan Document which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions of this
         Agreement or such other Loan Document or affecting the validity or
         enforceability of such provision in any other jurisdiction.

11.7     HEADINGS

         The various headings of this Agreement and of each other Loan Document
         are inserted for convenience only and shall not affect the meaning or
         interpretation of this Agreement or such other Loan Document or any
         provisions hereof or thereof.

11.8     COUNTERPARTS, EFFECTIVENESS, ETC

         This Agreement may be executed by the parties hereto in several
         counterparts, each of which shall, when executed, be deemed to be an
         original and all of which shall constitute together but one and the
         same agreement. This Agreement shall become effective on the date (the
         "EFFECTIVE DATE") when counterparts hereof executed on behalf of each
         Obligor, each Arranger, each Co-Arranger, and each Lender (or notice
         thereof satisfactory to the Agent) shall have been received by the
         Agent.

11.9     GOVERNING LAW; ENTIRE AGREEMENT

         (a)  This Agreement and (except as set forth to the contrary therein)
              each other Loan Document and all matters and disputes relating
              hereto and thereto shall be governed by, and construed in
              accordance with, English law.

         (b)  This Agreement and the other Loan Documents constitute the entire
              understanding among the parties hereto with respect to the subject
              matter hereof and thereof and supersede any prior agreements,
              written or oral, with respect thereto.

11.10    ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS

         No Obligor shall be entitled to assign or transfer all or any of its
         rights, benefits and obligations hereunder or under any other Loan
         Document except with the consent of the Lenders.

11.11    ASSIGNMENTS AND TRANSFERS BY THE LENDERS; ADDITIONAL LENDER

                                     -111-

<PAGE>

         Any Lender may at any time assign all or any of its rights and benefits
         hereunder to another bank or financial institution in accordance with
         this Clause.

11.11.1  ASSIGNMENTS

         Any Lender may, with the prior consent of the Borrower (such consent
         not to be unreasonably withheld), at any time assign and transfer, all
         or, subject to Clause 11.11.3, a portion of its rights and benefits
         hereunder to another bank or financial institution or, in connection
         with any payment made to such Lender pursuant to any Political Risk
         Insurance, to the issuer of the relevant policy. If any Lender chooses
         to effect an assignment pursuant to this Clause, such assignment and
         transfer shall not be effective unless and until the assignee Lender
         has agreed with the Agent and the other Lenders that the assignee
         Lender shall be under the same obligations toward each of them as it
         would have been under if it had been a party hereto as a Lender and the
         Agent and the other Lenders shall not otherwise be obligated to
         recognise such assignee Lender as having the rights against each of
         them which it would have had if it had been such a party hereto. Any
         assignment or transfer pursuant to this Clause 11.11.1 shall be
         effective only after delivery to and acceptance by, the Agent of an
         instrument, in form and substance satisfactory to it (acting
         reasonably), executed by the assignor Lender and the assignee Lender
         stating the portion of the Commitment Amount assigned to the assignee
         Lender and the assignee Lender's administrative details.

11.11.2  TRANSFERS

         As an alternative to Clause 11.11.1, if any Lender (a "TRANSFEROR
         LENDER") wishes to transfer all or, subject to Clause 11.11.3, a
         portion of its rights, benefits and obligations (such transfer to be of
         an equal portion of such rights, benefits and obligations) hereunder
         and under each other Loan Document to another bank or financial
         institution or, in connection with any payment made to such Lender
         pursuant to any Political Risk Insurance, to the issuer of the relevant
         policy (a "TRANSFEREE LENDER"), then such transfer may, with the prior
         consent of the Borrower (such consent not to be unreasonably withheld),
         be effected by the delivery to the Agent of a duly completed and
         executed Transfer Certificate, whereupon:

         (a)  to the extent that in such Transfer Certificate the Transferor
              Lender party thereto seeks to transfer its rights and obligations
              hereunder and under each other Loan Document, each Obligor and
              such Transferor Lender shall be released from further obligations
              towards one another hereunder and their respective rights against
              one another shall be cancelled (such rights and obligations being
              referred to in this Clause as "discharged rights and
              obligations");

         (b)  each Obligor and the Transferee Lender party thereto shall assume
              obligations towards one another and acquire rights against one
              another which differ from such discharged rights and obligations
              only insofar as such Obligor and such Transferee Lender have
              assumed and acquired the same in place of such Transferor Lender;
              and

                                     -112-

<PAGE>

         (c)  the Agent, such Transferee Lender and the other Lenders shall
              acquire the same rights and assume the same obligations between
              themselves as they would have acquired and assumed had such
              Transferee Lender been an original party to this Agreement as a
              Lender with the rights and obligations acquired or assumed by it
              as a result of such transfer.

11.11.3  MINIMUM AMOUNT

         Any assignment or transfer pursuant to Clause 11.11.1 or 11.11.2 of a
         portion of a Lender's rights and/or benefits shall be in an integral
         multiple of U.S.$1,000,000; provided, however, that in the event of any
         such assignment or transfer to the issuer of any policy of Political
         Risk Insurance the amount so assigned or transferred, as the case may
         be, may be in such other amount as such Lender may have received
         pursuant to such policy.

11.11.4  SECURITY AGREEMENTS

         Within ten (10) Business Days after an assignment or transfer pursuant
         to this Clause 11.11 and upon the written request (given through the
         Agent), and at the cost and expense, of the relevant assignee Lender or
         Transferee Lender, as the case may be, each Obligor shall enter into
         such documentation as the assignee Lender shall reasonably request so
         as to ensure that the liens created by the Security Agreements secures
         the Obligations of the Borrower to such assignee Lender or Transferee
         Lender, as the case may be.

11.11.5  CONSENT

         Any assignment or transfer pursuant to Clause 11.11 may be effected
         only with the prior written consent of the Agent, such consent not to
         be unreasonably withheld or delayed.

11.11.6  RELIANCE ON INSTRUMENTS

         The Agent shall be fully entitled to rely on any written instrument
         delivered to it in accordance with Clause 11.11.1 or on any Transfer
         Certificate which is correct and regular on its face as regards its
         contents and purportedly executed on behalf of the relevant parties
         thereto and shall have no liability or responsibility to any party as a
         consequence of placing reliance upon and acting in accordance with any
         such written instrument or Transfer Certificate.

11.11.7  SUB-PARTICIPATIONS

         Nothing in this Clause 11 shall, or shall be deemed to, prevent any
         Lender from selling any participation or similar interest in its
         Commitment or Loans and the Obligors hereby acknowledge and agree that
         in connection with any such sale, the seller of any such participation
         shall be entitled to claim under the provisions of Clause 5.2, 5.3,
         5.4, 5.5, 5.6, 5.8, 5.9, 5.11(b), 11.3 and 11.4 hereof on behalf of the
         purchaser of any such participation as if such purchaser was named as a
         Lender in such provisions (but in no event shall such seller be
         entitled to claim any amount on behalf of any such purchaser under any
         such provision which is in excess of the amount which such seller would
         then be entitled to claim under such provision in

                                     -113-

<PAGE>

         respect of the portion of its Commitments or Loans so participated);
         provided, however, that:

         (a)  for the avoidance of doubt, the sale by any Lender of any such
              participation or similar interest shall not relieve such Lender of
              any of its obligations hereunder, and

         (b)  the Obligors shall be required to deal only with the Lenders and
              not with any purchaser of a participation from any Lender.

11.11.8  FEE

         On the date upon which an assignment or transfer takes effect pursuant
         to Clause 11.11, the assignee Lender or Transferee Lender, as the case
         may be, in respect of such assignment or transfer shall pay to the
         Agent for its own account a fee of U.S.$3,000 (or, if such assignee
         Lender or Transferee Lender, as the case may be, is already a Lender
         under this Agreement, U.S.$1,000).

11.11.9  PROVISION OF INFORMATION

         In connection with any assignment, transfer or sale of a participation
         or similar interest by any Lender as contemplated by this Clause such
         Lender may, subject to the provisions of Clauses 11.17 and 11.18,
         supply to the relevant assignee Lender, Transferee Lender or purchaser
         such information in its possession with respect to such Lender's Loans
         and Commitment, the Morila Project and the Operative Documents as such
         Lender shall deem appropriate.

11.12    OTHER TRANSACTIONS

         Without prejudice to the provisions of Clause 10.8, nothing contained
         herein shall preclude any Lender Party from engaging in any
         transaction, in addition to those contemplated by this Agreement or any
         other Loan Document, with any Obligor, AngloGold, AngloGold (BVI) or
         any of their respective affiliates in which such Obligor, AngloGold,
         AngloGold (BVI) or such affiliate is not restricted hereby from
         engaging with any other person.

11.13    FORUM SELECTION AND CONSENT TO JURISDICTION

         (a)  The parties hereto hereby irrevocably agree that the courts of
              England shall have non-exclusive jurisdiction to hear and
              determine any suit, action or proceeding, and to settle any
              disputes, which may arise out of or in connection with this
              Agreement and each other Loan Document and, for such purposes,
              irrevocably submits to the non-exclusive jurisdiction of such
              courts.

         (b)  Each Obligor irrevocably waives any objection which it might now
              or hereafter have to the courts referred to in clause (a) being
              nominated as the forum to hear and determine any suit, action or
              proceeding, and to settle any disputes, which may arise out of or
              in connection with this Agreement or any other Loan Document and
              agrees not to claim that any such court is not a convenient or
              appropriate forum.

                                     -114-

<PAGE>

         (c)  Each Obligor agrees that the process by which any suit, action or
              proceeding is begun may be served on it by being delivered in
              connection with any suit, action or proceeding in England, to it
              at c/o Fleetside Legal Representative Services Limited, 9
              Cheapside, London EC2V 6AD (the "PROCESS AGENT").

         (d)  The submission to the jurisdiction of the courts referred to in
              clause (a) shall not (and shall not be construed so as to) limit
              the right of the Lender Parties or any of them to take proceedings
              against any Obligor in any other court of competent jurisdiction
              nor shall the taking of proceedings in any one or more
              jurisdictions preclude the taking of proceedings in any other
              jurisdiction, whether concurrently or not.

11.14    WAIVER OF IMMUNITY

         To the extent that any Obligor may be entitled in any jurisdiction to
         claim for itself or its assets, immunity from suit, execution,
         attachment or other legal process whatsoever, it hereby irrevocably
         agrees not to claim and hereby irrevocably waives such immunity to the
         fullest extent permitted by the laws of such jurisdiction.

11.15    ENGLISH LANGUAGE

         This Agreement and the other Loan Documents have been negotiated in
         English and, other than the Mali Security Agreements, executed in the
         English language. All certificates, reports, notices and other
         documents and communications given or delivered pursuant to this
         Agreement and the other Loan Documents shall be in the English language
         or, if not in the English language, shall be accompanied by a certified
         English translation thereof. In the case of any document originally
         issued in a language other than English, the English language version
         of any such document shall, absent manifest error, control the meaning
         and interpretation of the matters set forth therein.

11.16    ENTIRE AGREEMENT

         This Agreement and the other Loan Documents constitute the entire
         agreement and understanding of the parties and supersedes any previous
         agreement between the parties relating to the subject matter of this
         Agreement. Each of the parties acknowledges and agrees that in entering
         into this Agreement and the other Loan Documents it does not rely on,
         and shall have no remedy in respect of, any statement, representation,
         warranty or understanding (whether negligently or innocently made) of
         any person (whether party to this Agreement or not) other than as
         expressly set out in this Agreement as a warranty. The only remedy
         available to any party hereto for breach of the warranties shall be for
         breach of contract under the terms of this Agreement or the relevant
         Loan Document. Nothing in this Clause shall, however, operate to limit
         or exclude any liability for fraud.

11.17    CONFIDENTIALITY OBLIGATIONS

         Subject to Clause 11.18, at all times during the continuance of this
         Agreement and after the termination hereof (however caused) the Lender
         Parties shall and shall

                                     -115-

<PAGE>

         procure that their respective officers, employees, agents and advisers
         shall keep secret and confidential and not without prior written
         consent of the Borrower disclose to any third party or make use of for
         their own purposes (otherwise than in the context of an addition to the
         general experience, knowledge or expertise of the Lender Parties) any
         of the confidential information, reports or documents supplied by or on
         behalf of the Borrower or the other Obligors hereunder or in the course
         of the negotiations leading to this Agreement or any of the
         calculations made or conclusions or determinations reached in
         accordance therewith.

11.18    PERMITTED DISCLOSURE

         Any Lender Party shall be entitled to disclose any such confidential
         information, report, documentation, calculations, conclusion or
         determination to any other of the Lender Parties or to their respective
         professional advisers (including the Independent Engineer and the
         Insurance Consultant) or to the extent permitted by Applicable Law
         (after reasonable prior notice to the Borrower):

         (a)  in any proceedings arising out of or in connection with this
              Agreement to the extent reasonably considered by any Lender Party
              to be desirable to protect its interests;

         (b)  to any prospective assignee or sub-participant subject to
              obtaining an undertaking from such prospective assignee or
              sub-participant in the terms of this Clause;

         (c)  if required to do so by an order of any court of competent
              jurisdiction;

         (d)  in pursuance of any procedure for discovery of documents in any
              proceedings before any such court;

         (e)  pursuant to any law or regulation having the force of law or with
              which the relevant Lender Party is accustomed to comply; or

         (f)  pursuant to a requirement of any authority with whose
              requirements, of the nature and to the extent in question, the
              relevant Lender Party is accustomed to comply;

         and any of the Lender Parties shall be entitled so to disclose or use
         any such matter if the information contained therein shall have
         emanated bona fide from some person other than any Obligor or any agent
         of any of them, and such Lender Party would but for the preceding
         provisions of this Clause be free so to disclose or use the same.

                                     -116-

<PAGE>

                                   SCHEDULE 1

                              DISCLOSURE SCHEDULE

     ITEM 1 APPROVALS

     PART A CURRENT APPROVALS

<TABLE>
<CAPTION>
           AGENCY                                     PERMIT, APPROVAL OR NOTIFICATION                    DATE

<S>  <C>                                         <C>                                                <C>
1.   National Directorate of civil               No. 0468/DNAC/BV/DBA/12-Establishment of             15 June, 1998
     aeronautics                                 a private airport at Morila

2.   Ministry of Mines and Energy                No. 99/0251/MME-SG Extraction of river sand          27 August, 1999

3.   Ministry of Mines and Energy                No. 99/2000/MME-SG Extraction of Stone-Sanso        8 September, 1999

4.   Ministry of Mines and Energy                No 99/1626/MME-SG Extraction of Stone-Menie          12 August, 1999

5.   Ministry of Mines and Energy                Morila Establishment Convention                       28 April, 1992

6.   Presidency of Transitional                  Ordinance No. 92-27/P-CTSP Approval of                 12 May, 1992
     Committee                                   Morila Establishment Convention

7.   Office of the President of                  Decree No. 92-146/PM-RM Approval of                    14 May, 1992
     Government                                  Morila Establishment Convention

8.   Ministry of Mines and Energy                Order No. 92-2505/MME-CAB Exploration                  3 June, 1992
                                                 Permit for Morila

9.   Ministry of Mines and Energy                Order No. 95-2249/MMEH-SG 1st                        13 October, 1995
                                                 Renewal of Exploration Permit for Morila

10.  Ministry of Mines and Energy                Order No. 97-189/MMEH-SG Transfer of                 18 February, 1997
                                                 Exploration Permit for Morila

11. Ministry of Mines and Energy                 Order No. 99-636/MME-SG 2nd Renewal                    13 April, 1999
                                                 of Exploration Permit for Morila

12. Ministry of Mines and Energy                 Formal notification of the Government's                 9 June, 1999
                                                 participation in Morila S.A.

13. Office of the Prime Minister                 Decree No. 99-217/PM-RM Exploitation                    4 August, 1999
                                                 Permit for Morila

14. Office of the Prime Minister                 Decree No. 99-361/PM-RM Transfer of                  17 November, 1999
                                                 Exploitation Permit from RRL to Morila
</TABLE>

                                     -117-

<PAGE>

PART B PENDING APPROVALS

<TABLE>
<CAPTION>
                                                      PERMIT, APPROVAL
               AGENCY                                 OR NOTIFICATION                                    DATE

<S>                                               <C>                                               <C>
1.  Ministry of Mines and Energy                  Adoption of Amendment to Establishment            Prior to initial Loans
                                                  Convention

2.  Office of the Prime Minister                  Decree approving the Amendment to                 Prior to initial Loans
                                                  Establishment Convention

3.  Directorate of Water Affairs                  Approval to Abstract Water for                    Prior to initial Loans
                                                  Mining purposes from Bagoe River

4.  Ministry of Mines and Energy                  Protocol Agreement with the Agent                 Prior to initial Loans
    Ministry of Finance
</TABLE>

ITEM 2 [INTENTIONALLY LEFT BLANK]

ITEM 3 ASSETS; PROPERTIES

The Borrower has entered into a deferred terms agreement with Rolls Royce Power
Ventures for the acquisition of power generation equipment as part of the Power
Contract. The agreement is an instalment sale agreement and the Borrower only
obtains title to the power generation equipment on payment of the final payment.
The Borrower will, however, capitalise the instalment sale agreement in its
books and account for future payments as debt.

                                     -118-

<PAGE>

ITEM 4 RELEVANT GROUP COMPANIES

<TABLE>
<CAPTION>
                                                                               PERCENTAGE
                                                 JURISDICTION OF               OWNERSHIP
               COMPANY                           INCORPORATION                   BY RRL
<S>                                              <C>                              <C>
Randgold Resources Limited                           Jersey                        N/A

Randgold Resources (Burkina Faso) Limited            Jersey                       100%

Randgold Resources (Cote d'Ivoire) Limited           Jersey                       100%

Randgold Resources Cote d'Ivoire SARL            Cote d'Ivoire                    100%

Randgold Resources (Mali) Limited                    Jersey                       100%

Randgold Resources Mali SARL                          Mali                        100%

Randgold Resources (Senegal) Limited                 Jersey                       100%

Randgold Resources (Somisy) Limited                  Jersey                       100%

Mining Investments Jersey Limited                    Jersey                       100%

Morila Limited                                       Jersey                       100%

Societe des Mines de Morila S.A.                      Mali                         40%

Societe des Mines de Syama S.A.                       Mali                         75%

Societe des Mines de Loulo S.A.                       Mali                         51%
</TABLE>

ITEM 5 [INTENTIONALLY LEFT BLANK]

ITEM 6 ENVIRONMENTAL MATTERS

PART A PROJECT

None

PART B GROUP

None

                                     -119-

<PAGE>

ITEM 7 [INTENTIONALLY LEFT BLANK]

ITEM 8 TAKE OR PAY CONTRACTS

Payment for the provision of power to the Borrower from Rolls Royce Power
Ventures pursuant to the Power Contract.

ITEM 9 ROYALTY AGREEMENTS

The only royalty arrangement in respect of the Morila Project is the 6% of net
revenue from gold payable to the government of Mali and is set out in Article
22.2(m) and (n) of the Establishment Convention as follows:

         (g)     Ad Valorem tax at a rate of 3% of the value ex field. By value
                 ex field should be understood the value of products sold to
                 the refinery less all refining costs or any other process or
                 means of treatment necessary for the transformation of mineral
                 substances into a commercial final product, commissions on
                 marketing of the products, costs for transport, weighing,
                 analysis, where applicable, which have not already been
                 deducted by the purchaser;

         (h)     Tax on services rendered at a rate of 3% of the value ex field
                 as defined in Article 22.2(m) of the Establishment Convention
                 above.

ITEM 10 TAXES

Summary details of taxes required to be paid in connection with the development
of the Morila Project extracted from the Establishment Convention are as
follows:

Up to the end of the third year of production the Borrower, RRL and/or their
affiliates and sub-contractors, depending on the circumstances, shall be exempt
from all tax, duties, contributions or any other direct or indirect taxes that
they may have to pay, with the exception of:

         (i)     surface fee of CFA 50,000/km(2) per year;

         (j)     the Employers Standard Contribution (CFE) at the rate in force
                 on the date of signature of the present Convention (the basis
                 being equal to the total gross sum of wages, salaries and pay
                 of employees, including expatriate employees);

         (k)     the social welfare levies and contributions due for employees,
                 including expatriate employees, as provided for in the current
                 legislation;

         (l)     General Tax on Revenue due by employees;

         (m)     duties on vehicles except for on-site vehicles and other
                 vehicles directly related to exploration operations;

                                     -120-

<PAGE>

         (n)     stamp duties on intended imports with regard to vehicles as
                 well as tax on related insurance contracts, with the exception
                 of on-site vehicles and/or other vehicles directly related to
                 exploration operations;

         (o)     Ad Valorem tax at the rate of 3% of the value ex field. By
                 value ex field should be understood to be the value of
                 Products sold to the refinery less all refining costs or any
                 other process or means of treatment necessary for the
                 transformation of mineral substances into a commercial final
                 product, commissions on marketing of the products, costs for
                 transport, weighing, analysis, where applicable, which have
                 not already been deducted by the purchaser;

         (p)     Tax on services rendered at a rate of 3% of the value ex field
                 as defined in (g) above.

The last two are classified as royalty payments (see Item 9 above).

                                     -121-

<PAGE>

                                   SCHEDULE 2

                               CASH FLOW SCHEDULE

                                     -122-

<PAGE>

MORILA GOLD PROJECT
DATA AUDITED BY SRK APRIL 2001

<TABLE>
<CAPTION>

                                                                            2000
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY                                                           2000       Qtr1       Qtr2       Qtr3       Qtr4

<S>                                                       <C>             <C>        <C>        <C>        <C>       <C>
                                                                             Y
ORE TONNES MINED                                          tonnes '000's     665        696        860        597        730
ORE GRADE                                                      g/t          8.97       8.87       6.63       5.90       6.87

RECOVERY EFFICIENCY                                             %          96.26%     87.43%     91.32%     91.13%     91.05%

Gold Production                                                 oz        166,166    144,599    154,059    147,539    145,980

Gold Price - Spot                                             US$/oz        250        250        250        250        250
Gold Price - Hedged                                            ozs           0         275        275        275        275

Mining Costs                                                   US$m         3.50       5.42       7.70       5.35       8.35
Plant Costs                                                    US$m         1.98       3.20       2.76       2.62       2.67
General & Administration (incl Fees)                           US$m         5.53       6.44       6.47       6.47       6.48
Power plant costs                                              US$m         0.00       0.88       0.88       0.88       0.88
OPERATING COSTS                                                US$m        11.01      15.94      17.82      15.31      18.39

SENSITIVITY ADJUSTMENT                                         100%         100%       100%       100%       100%       100%
TOTAL OPERATING COSTS                                          US$m        11.01      15.94      17.82      15.31      18.39

CAPITAL EXPENDITURE                                            US$m        102.98      3.52       3.52       3.52       3.52
WORKING CAPITAL IN CONSTRUCTION PERIOD                         US$m        20.00       0.00       0.00       0.00       0.00

TOTAL REVENUE                                                  US$m        41.54      37.71      40.08      38.45      38.06

ROYALTY PAID                                                   US$m         0.00       2.26       2.40       2.30       2.28
TAX PAYABLE                                                    US$m         0.00       0.00       0.00       0.00       0.00

FINANCE & LEGAL COSTS                                          US$m         2.00       0.00       0.00       0.00       0.00
POLITICAL RISK INSURANCE                                       1.30%        1.11       0.28       0.29       0.26       0.25

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)               US$m       (95.55)     15.72      16.05      17.05      13.62

FINANCIAL SUMMARY                                                           2000

Debt Contribution                                              US$m        85.00       0.00       5.00       0.00       0.00
Equity Contribution / Shareholder loans                        US$m        33.00      (3.00)      0.00       0.00       0.00
Net Cash Flow                                                  US$m        22.45      12.72      21.05      17.05      13.62

NPV OF CASH FLOW, LOAN LIFE                                   9.00%        265.11     275.41     268.68     253.49     241.96
NPV OF CASH FLOW, PROJECT LIFE                                9.00%        307.28     331.67     325.26     310.38     299.17
Loan Outstanding Start of Period                               US$m        85.00      85.00      90.00      81.00      75.81
Loan Outstanding End of Period                                 US$m        85.00      85.00      81.00      81.00      66.81
LOAN LIFE RATIO                                               **1.5         3.12       3.24       3.11       3.28       3.35
PROJECT LIFE RATIO                                            **1.8         3.62       3.90       3.74       3.98       4.10
Scheduled Repayments                                           US$m         0.00                  9.00                  9.00
Interest Payments                                             8.00%         5.10       1.70       1.71       1.62       1.43
Total Debt Service                                             US$m         5.10       1.70      10.71       1.62      10.43
Net Cash Flow less Debt Service                                US$m        17.35      11.02      10.34      15.43       3.20

6 Months Debt Service Reserve Account Contribution             US$m         n/a       11.02       1.03      (0.30)     (0.23)
6 Months Debt Service Reserve Account Opening Balance          US$m         n/a        n/a       11.02      12.05      11.75
6 Months Debt Service Reserve Account Closing Balance          US$m         n/a       11.02      12.05      11.75      11.52

NET CASH FLOW AFTER FINANCE                                    US$m        17.35       0.00       9.31      15.72       3.42
                                                                         ----------
CASH OPENING BALANCE                                                        0.58      17.93      27.93      20.24      10.00
                                                                         ----------
                                                                                               ----------
MINIMUM WORKING CAPITAL IN PROJECT                             US$m                    0.00      10.00      10.00      10.00
                                                                                               ----------
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS                                   17.93      17.93      27.24      25.97       3.42

Bank prepayment - 20% of NCF after finance                    20.0%         3.59       3.59       5.45       5.19       0.68
Bank prepayment - capped at one year                          20.0%         0.00       3.59       5.45       5.19       0.68
Bank prepayment - quarterly                                                            3.59       5.45       5.19       0.68
CASH SWEEP - (QUARTERLY) TO BANKS                             20.0%         0.00       0.00       0.00       5.19       0.68
AGREED PAYMENT TO SHAREHOLDERS                                 US$m         0.00       0.00      17.00       0.00       0.00

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                  US$m        17.93      17.93      10.24      20.77       2.74
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                   100%                    0.00       0.00      20.77       2.74
CASH CLOSING BALANCE                                           US$m        17.93      17.93      10.24       0.00       0.00

Remaining Reserves (oz's)                                   4,628,102    4,461,936  4,317,338  4,163,279  4,015,740  3,869,760
REMAINING RESERVES / PERIOD 1 RESERVES                       ****30%         96%        93%        90%        87%        84%
NET CASH FLOW / DEBT SERVICE                               **** 130%        n.a.       748%       196%      1052%       131%

CASH COST / OZ (OPEX ONLY)                                    US$/oz       66.23      110.21     115.65     103.78     125.96

TOTAL COST/OZ (INCL. TAXES,PRI,WORKING CAP,DEBT SERVICE)      US$/oz       735.34     163.87     225.53     156.05     238.83
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                2001                                                   2002
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY                                               2001       Qtr1       Qtr2       Qtr3       Qtr4       2002
<S>                                                          <C>        <C>        <C>        <C>        <C>        <C>
                                                                 Y                                                      Y
ORE TONNES MINED                                               2,883       823        956        644        888       3,311
ORE GRADE                                                       7.08       5.62       5.92       8.32       8.52       7.01

RECOVERY EFFICIENCY                                            90.23%     90.50%     90.75%     91.17%     91.96%     91.16%

Gold Production                                               592,177    131,422    137,807    149,713    175,830    594,774

Gold Price - Spot                                               250        250        250        250        250        250
Gold Price - Hedged                                             275        275        275        275        275        275

Mining Costs                                                   26.81       9.37       9.07       5.18       7.09      30.71
Plant Costs                                                    11.26       3.00       2.86       2.88       2.86      11.60
General & Administration (incl Fees)                           25.86       7.01       6.66       6.71       6.79      27.18
Power plant costs                                               3.54       0.81       0.81       0.81       0.81       3.24
OPERATING COSTS                                                67.47      20.18      19.41      15.57      17.55      72.72

SENSITIVITY ADJUSTMENT                                          100%       100%       100%       100%       100%       100%
TOTAL OPERATING COSTS                                          67.47      20.18      19.41      15.57      17.55      72.72

CAPITAL EXPENDITURE                                            14.10       1.99       1.99       1.99       1.99       7.96
WORKING CAPITAL IN CONSTRUCTION PERIOD                          0.00       0.00       0.00       0.00       0.00       0.00

TOTAL REVENUE                                                  154.31     33.91      35.50      38.48      45.01      152.90

ROYALTY PAID                                                    9.24       2.03       2.13       2.30       2.70       9.16
TAX PAYABLE                                                     0.00       0.00       0.00       0.00       0.00       0.00

FINANCE & LEGAL COSTS                                           0.00       0.00       0.00       0.00       0.00       0.00
POLITICAL RISK INSURANCE                                        1.08       0.21       0.21       0.18       0.17       0.77

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)               62.43       9.49      11.77      18.43      22.60      62.30

FINANCIAL SUMMARY                                               2001                                                   2002

Debt Contribution                                               5.00       0.00       0.00       0.00       0.00       0.00
Equity Contribution / Shareholder loans                        (3.00)      0.00       0.00       0.00       0.00       0.00
Net Cash Flow                                                  64.43       9.49      11.77      18.43      22.60      62.30

NPV OF CASH FLOW, LOAN LIFE                                    266.52     233.61     229.21     222.43     208.84     226.07
NPV OF CASH FLOW, PROJECT LIFE                                 312.48     291.15     287.08     280.64     267.40     276.18
Loan Outstanding Start of Period                               90.00      66.13      64.45      55.08      51.55      66.12
Loan Outstanding End of Period                                 72.00      66.13      55.45      55.08      42.55      48.12
LOAN LIFE RATIO                                                 2.96       3.71       3.73       4.24       4.26       3.59
PROJECT LIFE RATIO                                              3.47       4.58       4.63       5.30       5.40       4.35
Scheduled Repayments                                           18.00                  9.00                  9.00      18.00
Interest Payments                                               6.48       1.32       1.20       1.10       0.94       4.57
Total Debt Service                                             24.48       1.32      10.20       1.10       9.94      22.57
Net Cash Flow less Debt Service                                39.95       8.17       1.57      17.33      12.66      39.73

6 Months Debt Service Reserve Account Contribution             11.52      (0.22)     (0.26)     (0.30)     (0.31)     (1.09)
6 Months Debt Service Reserve Account Opening Balance           n/a       11.52      11.30      11.04      10.74      11.52
6 Months Debt Service Reserve Account Closing Balance          11.52      11.30      11.04      10.74      10.43      10.43

NET CASH FLOW AFTER FINANCE                                    28.43       8.39       1.83      17.63      12.97      40.82
CASH OPENING BALANCE                                           27.93      10.00      10.00      10.00      10.00      10.00
MINIMUM WORKING CAPITAL IN PROJECT                             10.00      10.00      10.00      10.00      10.00      10.00
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS                       46.36       8.39       1.83      17.63      12.97      40.82

Bank prepayment - 20% of NCF after finance                     14.91       1.68       0.37       3.53       2.59       8.16
Bank prepayment - capped at one year                           14.91       1.68       0.37       3.53       2.59       8.16
Bank prepayment - quarterly                                                1.68       0.37       3.53       2.59
CASH SWEEP - (QUARTERLY) TO BANKS                               5.88       1.68       0.37       3.53       2.59       8.16
AGREED PAYMENT TO SHAREHOLDERS                                 17.00       0.00       0.00       0.00       0.00       0.00

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                  23.49       6.71       1.47      14.11      10.38      32.65
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                   23.49       6.71       1.47      14.11      10.38      32.65
CASH CLOSING BALANCE                                            0.00       0.00       0.00       0.00       0.00       0.00

Remaining Reserves (oz's)                                    3,869,760  3,738,337  3,600,530  3,450,816  3,274,986  3,274,986
REMAINING RESERVES / PERIOD 1 RESERVES                          84%        81%        78%        75%        71%        71%
NET CASH FLOW / DEBT SERVICE                                    263%       717%       115%      1673%       227%       276%

CASH COST / OZ (OPEX ONLY)                                     113.94     153.57     140.82     104.02     99.84      122.26

TOTAL COST/OZ (INCL. TAXES,PRI,WORKING CAP,DEBT SERVICE)       196.51     195.86     246.21     141.26     183.97     190.28
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                                                           2003
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY                                              Qtr1       Qtr2       Qtr3       Qtr4       2003       Qtr1
                                                                                                            Y
<S>                                                         <C>        <C>        <C>        <C>        <C>        <C>
ORE TONNES MINED                                               746        848        625        934       3,153       857
ORE GRADE                                                      7.85       6.43      11.25       8.57       8.36       6.49

RECOVERY EFFICIENCY                                           92.27%     92.09%     92.26%     92.20%     92.20%     94.76%

Gold Production                                              187,769    180,644    187,306    184,838    740,557    200,587

Gold Price - Spot                                              250        250        250        250        250        250
Gold Price - Hedged                                            275        275        275        275        275        275

Mining Costs                                                   7.76       8.11       5.48       8.83      30.17       9.63
Plant Costs                                                    3.00       2.86       2.88       2.86      11.60       3.21
General & Administration (incl Fees)                           7.19       6.80       6.83       6.82      27.64       7.43
Power plant costs                                              0.72       0.72       0.72       0.72       2.88       0.64
OPERATING COSTS                                               18.67      18.48      15.90      19.23      72.29      20.92

SENSITIVITY ADJUSTMENT                                         100%       100%       100%       100%       100%       100%
TOTAL OPERATING COSTS                                         18.67      18.48      15.90      19.23      72.29      20.92

CAPITAL EXPENDITURE                                            0.72       0.72       0.72       0.72       2.88       0.82
WORKING CAPITAL IN CONSTRUCTION PERIOD                         0.00       0.00       0.00       0.00       0.00       0.00

TOTAL REVENUE                                                 47.89      46.11      47.77      47.16      188.93     50.96

ROYALTY PAID                                                   2.87       2.76       2.86       2.82      11.32       3.05
TAX PAYABLE                                                    0.00       0.00       0.00       0.00       0.00       0.00

FINANCE & LEGAL COSTS                                          0.00       0.00       0.00       0.00       0.00       0.00
POLITICAL RISK INSURANCE                                       0.13       0.12       0.09       0.09       0.42       0.06

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)              25.50      24.02      28.20      24.29      102.02     26.11

FINANCIAL SUMMARY                                                                                          2003

Debt Contribution                                              0.00       0.00       0.00       0.00       0.00       0.00
Equity Contribution / Shareholder loans                        0.00       0.00       0.00       0.00       0.00       0.00
Net Cash Flow                                                 25.50      24.02      28.20      24.29      102.02     26.11

NPV OF CASH FLOW, LOAN LIFE                                   190.79     169.44     149.11     124.15     184.12     102.57
NPV OF CASH FLOW, PROJECT LIFE                                249.71     228.72     208.76     184.19     238.73     162.99
Loan Outstanding Start of Period                              39.96      36.00      27.00      27.00      39.96      18.00
Loan Outstanding End of Period                                39.96      27.00      27.00      18.00      21.96      18.00
LOAN LIFE RATIO                                                5.04       4.99       5.89       4.96       4.87       6.23
PROJECT LIFE RATIO                                             6.51       6.64       8.10       7.19       6.24       9.59
Scheduled Repayments                                                      9.00                  9.00      18.00
Interest Payments                                              0.80       0.63       0.54       0.45       2.48       0.36
Total Debt Service                                             0.80       9.63       0.54       9.45      20.48       0.36
Net Cash Flow less Debt Service                               24.70      14.39      27.66      14.84      81.54      25.75

6 Months Debt Service Reserve Account Contribution            (0.26)     (0.18)     (0.18)     (0.18)     (0.80)     (0.18)
6 Months Debt Service Reserve Account Opening Balance         10.43      10.17       9.99       9.81      10.43       9.63
6 Months Debt Service Reserve Account Closing Balance         10.17       9.99       9.81       9.63       9.63       9.45

NET CASH FLOW AFTER FINANCE                                   24.96      14.57      27.84      15.02      82.34      25.93
CASH OPENING BALANCE                                          10.00      10.00      10.00      10.00      10.00      10.00
MINIMUM WORKING CAPITAL IN PROJECT                            10.00      10.00      10.00      10.00      10.00      10.00
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS                      24.96      14.57      27.84      15.02      82.34      25.93

Bank prepayment - 20% of NCF after finance                     4.99       2.91       5.57       3.00      16.48       5.19
Bank prepayment - capped at one year                           4.99       2.91       5.57       3.00      16.48       5.19
Bank prepayment - quarterly                                    3.96       0.00       0.00       0.00                  0.00
CASH SWEEP - (QUARTERLY) TO BANKS                              3.96       0.00       0.00       0.00       3.96       0.00
AGREED PAYMENT TO SHAREHOLDERS                                 0.00       0.00       0.00       0.00       0.00       0.00

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                 21.00      14.57      27.84      15.02      78.38      25.93
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                  21.00      14.57      27.84      15.02      78.38      25.93
CASH CLOSING BALANCE                                           0.00       0.00       0.00       0.00       0.00       0.00

REMAINING RESERVES (OZ'S)                                   3,087,217  2,906,573  2,719,267  2,534,429  2,534,429  2,333,842
REMAINING RESERVES / PERIOD 1 RESERVES                         67%        63%        59%        55%        55%        50%
NET CASH FLOW / DEBT SERVICE                                  3191%       249%      5222%       257%       498%      7253%

CASH COST / OZ (OPEX ONLY)                                    99.42      102.33     84.91      104.05     97.62      104.28

TOTAL COST/OZ (INCL. TAXES,PRI,WORKING CAP,DEBT SERVICE)      123.48     175.56     107.38     174.83     145.01     125.67
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                                2004
------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>        <C>        <C>        <C>        <C>        <C>
FINANCIAL SUMMARY                                              Qtr2       Qtr3       Qtr4       2004       Qtr1       Qtr2
                                                                                                 Y
ORE TONNES MINED                                               858        823        910       3,449       912        794
ORE GRADE                                                      5.08       4.52       5.06       5.29       4.44       4.83

RECOVERY EFFICIENCY                                           94.38%     93.18%     93.19%     94.00%     92.59%     92.61%

Gold Production                                              180,240    132,454    132,799    646,081    115,516    115,984

Gold Price - Spot                                              250        250        250        250        250        250
Gold Price - Hedged                                            275        275        275        275         0          0

Mining Costs                                                   8.75       6.00       8.38      32.76       6.38       4.89
Plant Costs                                                    3.07       3.09       3.08      12.45       3.21       3.07
General & Administration (incl Fees)                           7.00       6.86       6.86      28.14       7.15       6.79
Power plant costs                                              0.64       0.64       0.64       2.57       0.56       0.56
OPERATING COSTS                                               19.47      16.59      18.96      75.93      17.30      15.31

SENSITIVITY ADJUSTMENT                                         100%       100%       100%       100%       100%       100%
TOTAL OPERATING COSTS                                         19.47      16.59      18.96      75.93      17.30      15.31

CAPITAL EXPENDITURE                                            0.82       0.82       0.82       3.28       0.82       0.82
WORKING CAPITAL IN CONSTRUCTION PERIOD                         0.00       0.00       0.00       0.00       0.00       0.00

TOTAL REVENUE                                                 45.87      33.93      34.01      164.77     28.88      29.00

ROYALTY PAID                                                   2.75       2.03       2.04       9.87       1.73       1.74
TAX PAYABLE                                                    0.00       0.00       0.00       0.00       0.00       0.00

FINANCE & LEGAL COSTS                                          0.00       0.00       0.00       0.00       0.00       0.00
POLITICAL RISK INSURANCE                                       0.06       0.03       0.03       0.18       0.00       0.00

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)              22.78      14.46      12.17      75.51       9.03      11.13

FINANCIAL SUMMARY                                                                               2004

Debt Contribution                                              0.00       0.00       0.00       0.00       0.00       0.00
Equity Contribution / Shareholder loans                        0.00       0.00       0.00       0.00       0.00       0.00
Net Cash Flow                                                 22.78      14.46      12.17      75.51       9.03      11.13

NPV OF CASH FLOW, LOAN LIFE                                   78.69      57.63      44.42      98.68      33.22      24.92
NPV OF CASH FLOW, PROJECT LIFE                                139.51     118.86     106.07     158.20     95.29      87.42
Loan Outstanding Start of Period                              18.00       9.00       9.00      18.00       0.00       0.00
Loan Outstanding End of Period                                 9.00       9.00       0.00       0.00       0.00       0.00
LOAN LIFE RATIO                                                4.90       7.43       5.95       6.02       n.a.       n.a.
PROJECT LIFE RATIO                                             8.28      14.24      12.80       9.32       n.a.       n.a.
Scheduled Repayments                                           9.00                  9.00      18.00                  0.00
Interest Payments                                              0.27       0.18       0.09       0.72       0.00       0.00
Total Debt Service                                             9.27       0.18       9.09      18.72       0.00       0.00
Net Cash Flow less Debt Service                               13.51      14.28       3.08      56.79       9.03      11.13

6 Months Debt Service Reserve Account Contribution            (0.18)     (0.18)     (9.09)     (9.63)      0.00       0.00
6 Months Debt Service Reserve Account Opening Balance          9.45       9.27       9.09       9.63       0.00       0.00
6 Months Debt Service Reserve Account Closing Balance          9.27       9.09       0.00       0.00       0.00       0.00

NET CASH FLOW AFTER FINANCE                                   13.69      14.46      12.17      66.42       9.03      11.13
CASH OPENING BALANCE                                          10.00      10.00      10.00      10.00      10.00      10.00
MINIMUM WORKING CAPITAL IN PROJECT                            10.00      10.00      10.00      10.00      10.00      10.00
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS                      13.69      14.46      12.17      66.42       9.03      11.13

Bank prepayment - 20% of NCF after finance                     2.74       2.89       2.43      13.25       1.81       2.23
Bank prepayment - capped at one year                           2.74       2.89       0.00       0.00       0.00       0.00
Bank prepayment - quarterly                                    0.00       0.00       0.00                  0.00       0.00
CASH SWEEP - (QUARTERLY) TO BANKS                              0.00       0.00       0.00       0.00       0.00       0.00
AGREED PAYMENT TO SHAREHOLDERS                                 0.00       0.00       0.00       0.00

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                 13.69      14.46      12.17      66.42       9.03      11.13
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                  13.69      14.46      12.17      66.42       9.03      11.13
CASH CLOSING BALANCE                                           0.00       0.00       0.00       0.00       0.00       0.00

REMAINING RESERVES (OZ'S)                                   2,153,601  2,021,147  1,888,349  1,888,349  1,772,832  1,656,849
REMAINING RESERVES / PERIOD 1 RESERVES                         47%        44%        41%        41%        38%        36%
NET CASH FLOW / DEBT SERVICE                                   246%      8032%       n.a.       n.a.       n.a.       n.a.

CASH COST / OZ (OPEX ONLY)                                    108.01     125.22     142.76     117.52     149.77     132.00

TOTAL COST/OZ (INCL. TAXES,PRI,WORKING CAP,DEBT SERVICE)      179.56     148.33     232.95     167.12     171.81     154.02
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                      2005
----------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>        <C>
FINANCIAL SUMMARY                                               Qtr3       Qtr4       2005
                                                                                       Y
ORE TONNES MINED                                                716        858       3,280
ORE GRADE                                                       4.52       4.24       4.50

RECOVERY EFFICIENCY                                            92.03%     92.20%     92.37%

Gold Production                                               102,280    105,989    439,769

Gold Price - Spot                                               250        250        250
Gold Price - Hedged                                              0          0          0

Mining Costs                                                    3.99       4.63      19.90
Plant Costs                                                     3.09       3.08      12.45
General & Administration (incl Fees)                            6.75       6.76      27.45
Power plant costs                                               0.56       0.56       2.23
OPERATING COSTS                                                14.39      15.03      62.04

SENSITIVITY ADJUSTMENT                                          100%       100%       100%
TOTAL OPERATING COSTS                                          14.39      15.03      62.04

CAPITAL EXPENDITURE                                             0.82       0.82       3.27
WORKING CAPITAL IN CONSTRUCTION PERIOD                          0.00       0.00       0.00

TOTAL REVENUE                                                  25.57      26.50      109.94

ROYALTY PAID                                                    1.53       1.59       6.58
TAX PAYABLE                                                     0.00       3.12       3.12

FINANCE & LEGAL COSTS                                           0.00       0.00       0.00
POLITICAL RISK INSURANCE                                        0.00       0.00       0.00

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)                8.83       5.94      34.93

FINANCIAL SUMMARY                                                                     2005

Debt Contribution                                               0.00       0.00       0.00
Equity Contribution / Shareholder loans                         0.00       0.00       0.00
Net Cash Flow                                                   8.83       5.94      34.93

NPV OF CASH FLOW, LOAN LIFE                                    14.33       5.81      32.05
NPV OF CASH FLOW, PROJECT LIFE                                 77.27      69.21      96.93
Loan Outstanding Start of Period                                0.00       0.00       0.00
Loan Outstanding End of Period                                  0.00       0.00       0.00
LOAN LIFE RATIO                                                 n.a.       n.a.       n.a.
PROJECT LIFE RATIO                                              n.a.       n.a.       n.a.
Scheduled Repayments                                                       0.00       0.00
Interest Payments                                               0.00       0.00       0.00
Total Debt Service                                              0.00       0.00       0.00
Net Cash Flow less Debt Service                                 8.83       5.94      34.93

6 Months Debt Service Reserve Account Contribution              0.00       0.00       0.00
6 Months Debt Service Reserve Account Opening Balance           0.00       0.00       0.00
6 Months Debt Service Reserve Account Closing Balance           0.00       0.00       0.00

NET CASH FLOW AFTER FINANCE                                     8.83       5.94      34.93
CASH OPENING BALANCE                                           10.00      10.00      10.00
MINIMUM WORKING CAPITAL IN PROJECT                             10.00      10.00      10.00
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS                        8.83       5.94      34.93

Bank prepayment - 20% of NCF after finance                      1.77       1.19       6.99
Bank prepayment - capped at one year                            0.00       0.00       0.00
Bank prepayment - quarterly                                     0.00       0.00
CASH SWEEP - (QUARTERLY) TO BANKS                               0.00       0.00       0.00
AGREED PAYMENT TO SHAREHOLDERS                                                        0.00

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                   8.83       5.94      34.93
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                    8.83       5.94      34.93
CASH CLOSING BALANCE                                            0.00       0.00       0.00

Remaining Reserves (oz's)                                    1,554,569  1,448,580  1,448,580
REMAINING RESERVES / PERIOD 1 RESERVES                          34%        31%        31%
NET CASH FLOW / DEBT SERVICE                                    n.a.       n.a.       n.a.

CASH COST / OZ (OPEX ONLY)                                     140.73     141.82     141.06

TOTAL COST/OZ (INCL. TAXES,PRI,WORKING CAP,DEBT SERVICE)       163.69     193.98     170.57
----------------------------------------------------------------------------------------------
</TABLE>

**   represents for greater than

**** represents for greater than or equal to

<PAGE>

MORILA GOLD PROJECT
DATA AUDITED BY SRK APRIL 2001

<TABLE>
<CAPTION>
                                                                                                                        2006
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY                                                           Qtr1       Qtr2       Qtr3       Qtr4       2006
<S>                                                       <C>            <C>        <C>        <C>        <C>        <C>
                                                                                                                         Y
ORE TONNES MINED                                          tonnes '000's     819        825        882        854       3,380
ORE GRADE                                                      g/t          4.54       4.22       4.03       3.97       4.19

RECOVERY EFFICIENCY                                             %          92.40%     92.08%     92.02%     91.85%     92.10%

Gold Production                                                 oz        110,811    103,253    101,893     98,534    414,491

Gold Price - Spot                                             US$/oz        250        250        250        250        250
Gold Price - Hedged                                            ozs           0          0          0          0          0

Mining Costs                                                   US$m         4.69       4.70       3.22       4.23      16.85
Plant Costs                                                    US$m         3.21       3.07       3.09       3.08      12.45
General & Administration (incl Fees)                           US$m         7.14       6.75       6.75       6.74      27.37
Power plant costs                                              US$m         0.47       0.47       0.47       0.47       1.88
OPERATING COSTS                                                US$m        15.51      14.99      13.53      14.51      58.55

SENSITIVITY ADJUSTMENT                                         100%         100%       100%       100%       100%       100%
TOTAL OPERATING COSTS                                          US$m        15.51      14.99      13.53      14.51      58.55

CAPITAL EXPENDITURE                                            US$m         0.94       0.94       0.94       0.94       3.75
WORKING CAPITAL IN CONSTRUCTION PERIOD                         US$m         0.00       0.00       0.00       0.00       0.00

TOTAL REVENUE                                                  US$m        27.70      25.81      25.47      24.63      103.62

ROYALTY PAID                                                   US$m         1.66       1.55       1.53       1.48       6.21
TAX PAYABLE                                                    US$m         3.35       2.91       3.31       2.69      12.27

FINANCE & LEGAL COSTS                                          US$m         0.00       0.00       0.00       0.00       0.00
POLITICAL RISK INSURANCE                                       1.30%        0.00       0.00       0.00       0.00       0.00

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)               US$m         6.24       5.43       6.17       5.02      22.85

FINANCIAL SUMMARY                                                                                                       2006

Debt Contribution                                              US$m         0.00       0.00       0.00       0.00       0.00
Equity Contribution / Shareholder loans                        US$m         0.00       0.00       0.00       0.00       0.00
Net Cash Flow                                                  US$m         6.24       5.43       6.17       5.02      22.85

NPV OF CASH FLOW, LOAN LIFE                                    9.00%
NPV OF CASH FLOW, PROJECT LIFE                                 9.00%
Loan Outstanding Start of Period                               US$m
Loan Outstanding End of Period                                 US$m
LOAN LIFE RATIO                                               **1.5
PROJECT LIFE RATIO                                            **1.8
Scheduled Repayments                                           US$m
Interest Payments                                              8.00%
Total Debt Service                                             US$m
Net Cash Flow less Debt Service                                US$m                                                    22.85

6 Months Debt Service Reserve Account Contribution             US$m
6 Months Debt Service Reserve Account Opening Balance          US$m
6 Months Debt Service Reserve Account Closing Balance          US$m

NET CASH FLOW AFTER FINANCE                                    US$m                                                    22.85
CASH OPENING BALANCE
MINIMUM WORKING CAPITAL IN PROJECT                             US$m
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS

Bank prepayment - 20% of NCF after finance                    20.0%
Bank prepayment - capped at one year                          20.0%
Bank prepayment - quarterly
CASH SWEEP - (QUARTERLY) TO BANKS                             20.0%
AGREED PAYMENT TO SHAREHOLDERS                                 US$m

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                  US$m         6.24       5.43       6.17       5.02      22.85
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                   100%         6.24       5.43       6.17       5.02      22.85
CASH CLOSING BALANCE                                           US$m         0.00       0.00       0.00       0.00       0.00

REMAINING RESERVES (OZ'S)                                   4,628,102    1,337,769  1,234,516  1,132,623  1,034,089  1,034,089
REMAINING RESERVES / PERIOD 1 RESERVES                       ****30%         29%        27%        24%        22%        22%
NET CASH FLOW / DEBT SERVICE                                ****130%        n.a.       n.a.       n.a.       n.a.

CASH COST / OZ (OPEX ONLY)                                    US$/oz       139.98     145.17     132.81     147.29     141.25

TOTAL COST/OZ (INCL. TAXES,PRI,WORKING CAP,DEBT SERVICE)      US$/oz       193.67     197.44     189.48     199.10     194.87

<CAPTION>
                                                              2007          2008        2009      2010       2011
------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>         <C>        <C>        <C>      <C>
FINANCIAL SUMMARY                                             2007          2008        2009      2010       2011      Total
                                                               Y             Y           Y          Y         Y
ORE TONNES MINED                                             3,518         3,163       1,338        0         0        28,141
ORE GRADE                                                     4.14          3.97        4.86      0.00       0.00       5.57

RECOVERY EFFICIENCY                                          92.15%        91.66%      91.58%     0.00%     0.00%      91.75%

Gold Production                                             418,496       378,543     237,050       0         0      4,628,102

Gold Price - Spot                                             250           250         250        250       250
Gold Price - Hedged                                            0             0           0          0         0

Mining Costs                                                 15.97         15.48        9.15      0.00       0.00      201.29
Plant Costs                                                  12.45         12.45        9.14      0.00       0.00      107.83
General & Administration (incl Fees)                         27.38         27.26       23.64      2.35       0.00      249.80
Power plant costs                                             1.44          0.96        0.51      0.00       0.00      19.25
OPERATING COSTS                                              57.24         56.15       42.43      2.35       0.00      578.17

SENSITIVITY ADJUSTMENT                                        100%          100%        100%      100%       100%
TOTAL OPERATING COSTS                                        57.24         56.15       42.43      2.35       0.00      578.17

CAPITAL EXPENDITURE                                           3.33          3.11        2.26      0.50       0.00      147.41
WORKING CAPITAL IN CONSTRUCTION PERIOD                        0.00          0.00        0.00      0.00       0.00      20.00

TOTAL REVENUE                                                104.62        94.64       59.26      0.00       0.00     1,174.53

ROYALTY PAID                                                  6.27          5.67        3.55      0.00       0.00      67.86
TAX PAYABLE                                                   8.25          4.76        0.44      0.00       0.00      28.85

FINANCE & LEGAL COSTS                                         0.00          0.00        0.00      0.00       0.00       2.00
POLITICAL RISK INSURANCE                                                                                                3.55

PROJECT CASHFLOW BEFORE FINANCING (INTEREST ETC)             29.54         24.94       10.58     (2.85)      0.00      326.70

FINANCIAL SUMMARY                                             2007          2008        2009      2010       2011      Total

Debt Contribution                                             0.00          0.00        0.00      0.00       0.00      90.00
Equity Contribution / Shareholder loans                       0.00          0.00        0.00      0.00       0.00      30.00
Net Cash Flow                                                29.54         24.94       10.58     (2.85)      0.00      446.70

NPV OF CASH FLOW, LOAN LIFE
NPV OF CASH FLOW, PROJECT LIFE
Loan Outstanding Start of Period
Loan Outstanding End of Period
Loan Life Ratio
Project Life Ratio
Scheduled Repayments                                                                                                   72.00
Interest Payments                                                                                                      19.35
Total Debt Service                                                                                                     91.35
Net Cash Flow less Debt Service                              29.54         24.94       10.58     (2.85)      0.00      355.35

6 Months Debt Service Reserve Account Contribution
6 Months Debt Service Reserve Account Opening Balance
6 Months Debt Service Reserve Account Closing Balance

NET CASH FLOW AFTER FINANCE                                  29.54         24.94       10.58     (2.85)      0.00      355.35
CASH OPENING BALANCE
MINIMUM WORKING CAPITAL IN PROJECT
CASH AVAILABLE FOR DISTRIBUTION / SWEEPS

Bank prepayment - 20% of NCF after finance
Bank prepayment - capped at one year
Bank prepayment - quarterly
CASH SWEEP - (QUARTERLY) TO BANKS                                                                                      18.00
AGREED PAYMENT TO SHAREHOLDERS                                                                                         17.00

CASH FLOW ATTRIBUTABLE TO PROJECT OR SPONSORS                29.54         24.94       10.58     (2.85)      0.00      625.67
CASH FLOW DISTRIBUTED TO PROJECT OR SPONSORS                 29.54         24.94       10.58      0.00       0.00
CASH CLOSING BALANCE                                          0.00          0.00        0.00     (2.85)      0.00

REMAINING RESERVES (OZ'S)                                   615,593       237,050        0          0         0
REMAINING RESERVES / PERIOD 1 RESERVES                        13%            5%          0%        0%         0%
NET CASH FLOW / DEBT SERVICE

CASH COST / OZ (OPEX ONLY)                                   136.78        148.34      179.01     n.a.       n.a.      124.42

TOTAL COST/OZ (INCL. TAXES, PRI, WORKING CAP, DEBT SERVICE)  179.42        184.10      205.38     n.a.       n.a.      197.99
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

**   represents for greater than

**** represents for greater than or equal to

<PAGE>

                                   SCHEDULE 3

                                 HEDGING POLICY

Under Clauses 8.1.10 and 9.1.7 of the Loan Agreement, the Borrower (and, at any
time prior to the Release Date, each of Morila Holdings and RRL) is required to
ensure that all Hedging Obligations arising in connection with the Morila
Project comply, and are consistent with, the terms and conditions of the
Hedging Policy. The following constitutes the Hedging Policy in connection with
the Morila Project.

1.       HEDGING STRUCTURE

Any one of the corporate entities referenced in the first sentence of Clause
8.1.10 of the Loan Agreement (each such entity referred to as a "Hedging
Counterparty") shall enter into one or more transactions from time to time in
order to hedge the Borrower's exposure to gold prices and to provide the Morila
Project with long term protection from adverse movements in the gold price (the
"Hedging Transactions"). Each Hedging Counterparty shall implement the
Hedging Transactions pursuant to a 1992 ISDA Master Agreement (Multicurrency -
Cross Border) to be entered into by it with each of Standard Bank London
Limited, N M Rothschild & Sons Limited and Societe Generale (including any
of their affiliates) or any of the other Lenders from time to time (or any of
their affiliates) (each a "Hedging Agreements", collectively the "Hedging
Agreements"). If a Hedging Counterparty is an entity other than the Borrower
the benefit of the relevant Hedging Agreement will be assigned by such Hedging
Counterparty to the Borrower.

The Hedging Agreements will be governed by the laws of England and will be
entered into in accordance with the terms of the Loan Agreement. Where there is
any inconsistency between the terms of the Loan Agreement and this Hedging
Policy, or the terms of any of the Hedging Agreements and this Hedging Policy,
the terms of the Loan Agreement or the Hedging Agreements (as the case may be)
shall prevail.

2.       DAY-TO-DAY MANAGEMENT OF HEDGING TRANSACTIONS

The Hedging Transactions entered into by each Hedging Counterparty will be
managed and co-ordinated by AngloGold, acting upon the instructions of the
Borrower.

3.       MARK TO MARKET EXPOSURE

Each Hedging Counterparty shall supply to the Agent (with a copy for each
Lender) within seven (7) days after the end of each Fiscal Quarter, in form and
substance satisfactory to the Agent, a hedging activity report. Such report
shall be signed by an Authorised Representative of the Hedging Counterparty and
shall set out details of the hedging activity during the course of the previous
quarter, together with a statement showing the Hedging Transactions entered
into by such Hedging Counterparty at the end of such Fiscal Quarter.

4.       LEVELS OF PROTECTION AND COMMITMENT

         (a)    At any date, the aggregate number of ounces of Gold produced or
                to be produced at the Morila Project and required to be
                delivered during the Project Period under all Committed Hedging
                Agreements in effect on such date shall

<PAGE>

                not exceed an amount equal to seventy percent (70%) of Proven
                and Probable Reserves as at such date.

         (b)    At any date, the aggregate number of ounces of Gold produced or
                to be produced at the Morila Project and required to be
                delivered during the twelve (12) month period commencing on
                such date under all Committed Hedging Agreements in effect on
                such date shall not exceed an amount equal to seventy percent
                (70%) of the then scheduled Production for such twelve (12)
                month period.

5.       PERMITTED HEDGING TRANSACTIONS

The following shall also apply in respect of Hedging Transactions:

         (a)    Hedging Transactions in relation to Gold are to be limited to
                forward sales and european or monthly asian style vanilla put
                and call options.

         (b)    Sales of call options will be accounted for on a notional basis
                (not on a delta basis).

         (c)    The exposure of all Hedging Counterparties to gold lease rates
                in connection with the Morila Project shall not exceed 40% of
                the total ounces related to Committed Hedging Agreements. A
                minimum assumption of 2% p.a. will be made for gold lease rate
                rollovers in respect of floating lease rate contracts.

         (d)    Hedging Transactions will be denominated in U.S.$.

6.       OTHER RESTRICTIONS

         (a)    All hedging in respect of Production from the Morila Project
                will be undertaken solely by the Hedging Counterparties.

         (b)    The Hedging Counterparties will not, in connection with the
                Morila Project, enter into any purchase, sale, swap option,
                spot, forward or other transaction involving Gold or any other
                transaction involving commodities, currencies or interest rates
                other than:

                (i)    as specified in the definition of the term "Committed
                       Hedging Agreements" in the Loan Agreement; or

                (ii)   as specified in the Refining Agreement.

         (c)    The Hedging Counterparties will not undertake Hedging
                Transactions of a speculative nature.

7.       COUNTERPARTIES

         (a)    In connection with the Morila Project, the Hedging
                Counterparties will only enter into Hedging Transactions with
                the Arrangers and/or the Co-Arrangers (or any of their
                affiliates) (each referred to as a "Hedging Bank"). In the
                event that a Hedging Bank ceases to act in its capacity as a
                Lender, any Hedging Transactions that are outstanding at such
                time with such Hedging Bank shall

<PAGE>

                continue and mature on their designated maturity date. The
                Hedging Counterparty will not enter into any further Hedging
                Transactions in connection with the Morila Project with such
                Hedging Bank after such date.

         (b)    The number of ounces of Gold hedged with any Hedging Bank in
                connection with the Morila Project will, to the extent
                practicable, broadly reflect a pro rata proportion of the total
                hedge, and will be linked to each Hedging Bank's Commitment
                under the Loan Agreement (in its capacity as a Lender) at the
                time the relevant Hedging Agreements are put in place, subject
                to a test of reasonable price competitiveness.

8.        ASSIGNMENT OF EXISTING TRANSACTIONS BY ANGLOGOLD AND RRL

Each of AngloGold and RRL may transfer to another Hedging Counterparty only
those outstanding hedging transactions that have been entered into (i) between
AngloGold or RRL and any of the Lenders and (ii) in relation to the Morila
Project.

<PAGE>

                                  SCHEDULE 4

               FORM OF EXCESS CASH FLOW CALCULATION CERTIFICATE

                                                                   [__], 200[__]

N M Rothschild & Sons Limited,
as the Agent
under the Loan Agreement
referred to below and each of
the other Lender Parties from
time to time party to such
Loan Agreement
c/o N M Rothschild & Sons Limited
New Court
St. Swithin's Lane
London EC4P 4DU
England

Attention: David Street/George Pyper

RE:     MORILA LOAN AGREEMENT

Dear Sirs

This Excess Cash Flow Calculation Certificate (this "Certificate") is
delivered to you pursuant to the first proviso to Clause 8.2.7 of the Loan
Agreement, dated 21 December, 1999 (as amended pursuant to the Letter
Agreement, dated 10 April, 2000 and the Supplemental Agreement, dated [__],
2001, and as further amended, modified or supplemented from time to time, the
"LOAN AGREEMENT") among (1) Societe des Mines de Morila S.A., as the
Borrower, (2) Randgold Resources Limited, Randgold & Exploration Company
Limited and Morila Limited, as the Completion Guarantors, (3) various banks and
financial institutions, as the Lenders and the Co-Arrangers, (4) Standard Bank
London Limited and N M Rothschild & Sons Limited, as the Arrangers and (5) N M
Rothschild & Sons Limited, as the Agent for the Lenders. Unless otherwise
defined herein or the context otherwise requires, terms used herein have the
meanings provided in, and shall be interpreted in accordance with, the Loan
Agreement.

The Borrower hereby certifies, represents and warrants to the Agent and each
other Lender Party as follows:

<TABLE>
<S>     <C>                                                    <C>
1       Total Cash Balances in the Morila Project(9) as at the
        first day of the Cash Sweep Calculation Period         U.S.$ __________

2       Total Revenues from Production during the Cash Sweep
        Calculation Period(10)                                 U.S.$ __________
</TABLE>

________________________________________

(9)     Total amount of funds in the Project Accounts (Offshore) and Project
        Account (Mali).

                                     -124-

<PAGE>

<TABLE>
<S>     <C>                                                    <C>
3       Project Capital Costs paid during the Cash Sweep
        Calculation Period                                     U.S.$ ________

4       Project Operating Costs paid during the Cash
        Sweep Calculation Period                               U.S.$ ________

5       Total Cash Balances in the Project on the last day
        of the Cash Sweep Calculation Period(11)               U.S.$ ________

6       Project Costs scheduled to be paid during the three
        months following the Cash Sweep Calculation Period     U.S.$ ________

7       Total Cash Balances in the Debt Service Reserve
        Account on the last day of the Cash Sweep
        Calculation Period                                     U.S.$_________

8       Cash available for Distributions(12)

        20% to the Lenders:               U.S.$ _______
        80% to the Sponsors:              U.S.$ _______        U.S.$ ________
</TABLE>

IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed and
delivered by a senior financial Authorised Representative this day of [__],
200[__]

SOCIETE DES MINES DE MORILA     )
S.A., as the Borrower           )
by:                                            ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

___________________________________

(10)    Total Production expressed in Dollars as calculated (i) in the case of
        any such ounces of Gold which are covered by a Hedging Agreement in
        effect during the Cash Sweep Calculation Period, at the price for
        delivery of Gold specified in such Hedging Agreement (or, if no price
        other than a floor price for delivery of Gold is specified in such
        Hedging Agreement, the minimum price for delivery of Gold referred to
        therein) and (ii) in the case of all other such ounces of Gold at the
        average London Gold Price for the Cash Sweep Calculation Period

(11)    Item 1 plus Item 2 minus Item 3 minus Item 4

(12)    Item 5 minus Item 6 minus Item 7

                                     -125-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorised as of the day
and year first above written.

THE OBLIGORS:

SOCIETE DES MINES DE MORILA       )
S.A., as the Borrower             )
by:                                            ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:    c/o AngloGold Limited
                        PO Box 62117
                        14th Floor, 11 Diagonal Street
                        Marshalltown
                        Johannesburg 2001
                        South Africa

Facsimile No.:          +27 11 637 6677

Attention:              Company Secretary, Mr. CR Bull

                                     -126-

<PAGE>

RANDGOLD RESOURCES LIMITED,       )
as a Completion Guarantor         )
by:                                            ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:     c/o 5 Press Avenue
                         Selby
                         Johannesburg
                         P.O. Box 82291
                         Southdale 2135
                         South Africa

Facsimile No.:           +27-11-8372232

Attention:               The Financial Director

                                     -127-

<PAGE>

[RANDGOLD & EXPLORATION           )
COMPANY LIMITED, as a Completion  )            ______________________________
Guarantor                                      Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      c/o 5 Press Avenue
                          Selby
                          Johannesburg
                          P.O. Box 82291
                          Southdale 2135
                          South Africa

Facsimile No.:            +27-11-8372232

Attention:                The Financial Director](13)

___________________________

(13)     Released from its obligations pursuant to the Supplemental Agreement.

                                     -128-

<PAGE>

MORILA LIMITED(14) as a Completion   )
Guarantor by:                        )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:     c/o AngloGold Limited
                         PO Box 62117
                         14th Floor, 11 Diagonal Street
                         Marshalltown
                         Johannesburg 2001
                         South Africa

Facsimile No.:           +27 11 637 6677

Attention:               Company Secretary, Mr. CR Bull

_______________________________

(14)     Previously called Randgold Resources (Morila) Limited.

                                     -129-

<PAGE>

THE LENDERS:

Commitment Amount: U.S.$15,000,000

per pro N M ROTHSCHILD & SONS        )
LIMITED by:                          )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:     New Court
                         St. Swithin's Lane
                         London
                         EC4P 4DU

Facsimile No.:           +44 20 7280 5139

Attention:               David Street/George Pyper

                                     -130-

<PAGE>

Commitment Amount: U.S.$15,000,000

BAYERISCHE HYPO-UND                  )
VEREINSBANK AG by:                   )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:     41 Moorgate
                         London EC2R 6PP

Facsimile No.:           +44 207 638 1710/1712

Attention:               Geoffrey Oates/Martin Self

                                     -131-

<PAGE>

Commitment Amount: U.S.$15,000,000

[FORTIS BANK (NEDERLAND)             )
N.V.](15) by:                        )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      Coolsingel 93
                          P.O. Box 749
                          3000 AS Rotterdam

Facsimile No.:            +31 10 401 6433

Attention:                Peter Boogers/Juultje van der Wijk

_______________________________________

(15)     Previously called Mees Pierson N.V.

                                     -132-

<PAGE>

Commitment Amount: U.S.$15,000,000

SAMPO BANK PLC(16) by:                )
                                      )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      Etelaesplanadi 8
                          FIN 00007 Helsinski
                          Finland

Facsimile No.:            +358 204 25 7344

Attention:                Export and Project Finance

__________________________________

(16)     Acquired interest from Sampo Bank plc (previously called Leonia
         Corporate Bank plc). Sampo Bank plc was not an original signatory to
         the Agreement and was added as an additional Lender pursuant to the
         Letter Agreement. Transferred its interest under the Loan Agreement to
         Standard Bank London Limited.

                                     -133-

<PAGE>

Commitment Amount: U.S.$15,000,000

SOCIETE GENERALE by:                )
                                    )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:    SG House
                        41 Tower Hill
                        London EC3N 4SG

Facsimile No.:          +44 207 667 2489

Attention:              Judith Moseley/Peter Donkin

                                     -134-

<PAGE>

Commitment Amount:
U.S.$30,000,000(17)

STANDARD BANK LONDON                )
LIMITED by:                         )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      25 Dowgate Hill
                          Cannon Bridge House
                          London EC4R 2SB

Facsimile No.:            +44 207-815-4284

Attention:                David Rhodes

__________________________________

(17)     Sampo Bank plc has transferred its interest under the Loan Agreement
         to Standard Bank London Limited.

                                     -135-

<PAGE>

THE ARRANGERS

per pro N M ROTHSCHILD & SONS       )
LIMITED by:                         )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      New Court
                          St. Swithin's Lane
                          London
                          EC4P 4DU

Facsimile No.:            +44 207-280-5139

Attention:                David Street/George Pyper

                                     -136-

<PAGE>

STANDARD BANK LONDON                )
LIMITED by:                         )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      25 Dowgate Hill
                          Cannon Bridge House
                          London EC4R 2SB

Facsimile No.:            +44 207-815-4284

Attention:                David Rhodes

                                     -137-

<PAGE>

THE CO-ARRANGERS

BAYERISCHE HYPO-UND                 )
VEREINSBANK AG by:                  )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      41 Moorgate
                          London EC2R 6PP

Facsimile No.:            +44 207 638 1710/1712

Attention:                Geoffrey Oates/Martin Self

                                     -138-

<PAGE>

[FORTIS BANK (NEDERLAND)            )
N.V.](18) by:                       )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      Coolsingel 93
                          P.O. Box 749
                          3000 AS Rotterdam

Facsimile No.:            +31 10 401 6433

Attention:                Peter Boogers/Juultje van der Wijk

_______________________________________

(18)     Previously called Mees Pierson N.V.

                                     -139-

<PAGE>

[SAMPO BANK PLC](19) by:            )
                                    )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      Etelaesplanadi 8
                          FIN-00007 Helsinski
                          Finland

Facsimile No.:            +358 204 25 7344

Attention:                Export and Project Finance

_______________________________________

(19)     Not an original signatory to the Agreement. Added as an additional
         Co-Arranger pursuant to the Letter Agreement. Previously called Leonia
         Corporate Bank plc. Transferred interest in Agreement to Standard Bank
         London Limited

                                     -140-

<PAGE>

SOCIETE GENERALE by:                )
                                    )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      SG House
                          41 Tower Hill
                          London EC3N 4SG

Facsimile No.:            +44 207 667 2489

Attention:                Peter Donkin

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THE AGENT

per pro N M ROTHSCHILD & SONS       )
LIMITED by:                         )
                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

                                               ______________________________
                                               Signature
                                               ______________________________
                                               Name Printed
                                               ______________________________
                                               Title

Address for Notices:      New Court
                          St. Swithin's Lane
                          London
                          EC4P 4DU

Facsimile No.:            +44 207-280-5139

Attention:                David Street/George Pyper

                                     -142-