##### 



Product Supply Contract
 Lihir Gold Limited
 dnx Australia Pty Ltd




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CONTENTS
 PARTICULARS
    
    
    11. INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Rules for interpreting this Contract
    
    
    41.3 Business Days
    
    
    51.4 Multiple parties
    
    
    51.5 Agreement comprises
    
    
    51.6 Prior agreements
    
    
    52. NATURE OF RELATIONSHIP
    
    
    52.1 Independent contractor
    
    
    52.2 No authority
    
    
    53. REPRESENTATIVES
    
    
    53.1 The Principals Representative
    
    
    53.2 Supply Contractors Representative
    
    
    64. SCOPE OF SERVICES
    
    
    64.1 Scope of the Services
    
    
    64.2 Term for Services
    
    
    74.3 Standard of Services
    
    
    74.4 Acknowledgment by Supply Contractor
    
    
    74.5 Exclusivity
    
    
    84.6 Supply Contractor to provide all things required for performance
    
    
    84.7 Security of premises
    
    
    84.8 Non-solicitation
    
    
    85. VARIATIONS
    
    
    85.1 Direction for a Variation
    
    
    85.2 Valuation
    
    
    96. TIME
    
    
    96.1 Performance of Services
    
    
    96.2 Suspension
    
    
    97. THE SERVICES
    
    
    107.1 Supply Contractors main obligations
    
    
    107.2 Compliance with Law
    
    
    118. WARRANTIES AND ACKNOWLEDGMENTS
    
    
    128.1 Warranties as to capacity
    
    
    128.2 Warranties as to the Products
    
    
    128.3 Manufacturers and other warranties for the Products
    
    
    138.4 Acknowledgments
    
    
    139. SERVICES-RELATED OBLIGATIONS
    
    
    149.1 Change in Law
    
    
    149.2 Quality management and qualitative non-performance
    
    
    149.3 Products Performance Standards
    
    
    159.4 Removal of materials from the Mine
    
    
    159.5 Industrial relations
    
    
    15




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10. PAYMENT
    
    
    1610.1 The Principals payment obligations
    
    
    1610.2 Payment
    
    
    1610.3 Set off
    
    
    1710.4 Final Payment Claim
    
    
    1710.5 Final Payment Determination
    
    
    1710.6 Failure to submit claim
    
    
    1810.7 Fixed Contract Price
    
    
    1810.8 Rise and fall
    
    
    1810.9 Payment for Plant and Materials prior to Delivery
    
    
    1810.10 Taxes
    
    
    1810.11 Liability for employment related taxes and costs
    
    
    1911. GOODS & SERVICES TAX
    
    
    1911.1 Application of clause
    
    
    1911.2 GST payable
    
    
    1911.3 Tax Invoice
    
    
    1911.4 Particulars of GST
    
    
    1911.5 Adjustment Event
    
    
    1911.6 Indemnities
    
    
    2012. PERSONNEL AND SUBCONTRACTING
    
    
    2012.1 Personnel
    
    
    2012.2 Subcontracting
    
    
    2013. MEETING AND REPORTING OBLIGATIONS
    
    
    2013.1 Reporting obligations
    
    
    2014. RELEASES AND INDEMNITIES
    
    
    2114.1 Release
    
    
    2114.2 Indemnity by the Supply Contractor
    
    
    2114.3 Indemnity not subordinate
    
    
    2114.4 Indemnity by the Principal
    
    
    2114.5 No indirect or Consequential Loss
    
    
    2115. RISK OF LOSS OR DAMAGE AND INSURANCE
    
    
    2215.1 Responsibility for care of Products
    
    
    2215.2 Supply Contractors insurance
    
    
    2215.3 Protection of people and property
    
    
    2215.4 Notification
    
    
    2215.5 Extension to the Principal
    
    
    2215.6 Evidence required
    
    
    2216. FORCE MAJEURE
    
    
    2316.1 Notice and suspension of obligations
    
    
    2316.2 Effort to overcome
    
    
    2316.3 Alternative supply
    
    
    2316.4 Termination
    
    
    2317. DEFAULT AND TERMINATION
    
    
    2317.1 The Principals remedy notice
    
    
    2317.2 Termination for insolvency
    
    
    2417.3 Consequence of termination under clause 17.1(c) and clause 17.2
    
    
    2417.4 Change in control of Supply Contractor
    
    
    24
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18. DISPUTE RESOLUTION
    
    
    2518.1 Procedure for resolving disputes
    
    
    2518.2 Dispute resolution not to delay execution of the Services
    
    
    2519. MEDIA RELEASES AND CONFIDENTIALITY
    
    
    2519.1 Media release
    
    
    2519.2 Confidentiality
    
    
    2619.3 Reproduction and return Documentation
    
    
    2620. NOTICES
    
    
    2620.1 How to give a notice
    
    
    2620.2 When a notice is given
    
    
    2620.3 Address for notices
    
    
    2721. AMENDMENT AND ASSIGNMENT
    
    
    2721.1 Amendment
    
    
    2721.2 Assignment
    
    
    2722. GENERAL
    
    
    2722.1 Governing law
    
    
    2722.2 Liability for expenses
    
    
    2722.3 Giving effect to this Contract
    
    
    2722.4 Parent Company Guarantee
    
    
    2722.5 Waiver of rights
    
    
    2822.6 Operation of this Contract
    
    
    2822.7 Operation of indemnities
    
    
    2822.8 Consents
    
    
    2822.9 Inconsistency with other documents
    
    
    2822.10 Counterparts
    
    
    2822.11 Attorneys
    
    
    28Schedules1 ADDITIONAL CONDITIONS
    
    
    292 SCOPE OF WORK
    
    
    323 DRAWINGS AND SPECIFICATIONS
    
    
    364 PROGRAM OF WORKS
    
    
    375 CONTRACT PRICE
    
    
    386 FORM OF PARENT COMPANY GUARANTEE
    
    
    407 TECHNICAL DATA SHEETS
    
    
    42
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PRODUCT SUPPLY CONTRACT
 PARTICULARS
 Date
 Parties
    
    The Principal and Supply ContractorPrincipal
    
    Name:
    
    Lihir Gold Limited (incorporated in Papua New Guinea)ARBN:
    
    069 803 998Address:
    
    Putput, Lihir Island, New Ireland Province, PNGPostal Address:
    
    Level 7, Pacific Place, Corner of Musgrave Street and
Champion Parade, Port Moresby, National Capital
District, PNGFax:
    
    (+675) 986 4018Principals
Representative:
    
    David McMahon or any other person authorised by the
Principal including an employee of Lihir Services
Australia Pty Ltd being the Principals drill and
blast superintendent(or a replacement appointed under clause 3.1)Supply Contractor
    
    Name:
    
    dnx Australia Pty Ltd ACN 001 502 423Registered Address:
    
    Level 20, 111 Pacific Highway, North
Sydney NSW 2060, AustraliaPostal Address:
    
    Level 1, 100 Eagle Street, Brisbane
QLD 4000, AustraliaFax:
    
    +61 (07) 3026 3801Supply Contractors
Representative:
    
    Andrew du Plessis (or a replacement
appointed under clause 3.2)Services
(clause 4.1)
    
    The supply of Products which the Supply Contractor must
provide under this Contract and which are described in more
detail in schedule 2.Term
(clause 4.2)
    
    How many years from the Commencement Date?Term means the expiry of the above period, or such longer
period if adjusted in accordance with clause 4.2 or if the
Contract is terminated, the period to the date of termination
 1.




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Quality Assurance
System
(clause 4.3
and definition
of Quality Plan)
    
    ISO 9001:2000Commencement Date (clause 6.1)
    
    means, subject to additional
condition 3, the actual date on
which the Supply Contractor
commences providing the Services
pursuant to this Contract.Principal 
Approvals
    
    Real property mining related approvals or permits, for
example special mining lease and other tenements.(clause 7.2)
    
    All ancillary approvals and licences as may be required to be obtained by the Principal as holder of the real property mining related approvals to allow for the Services.Insurance
(clause 15.2)
    
    Public liability:Executive for referring disputes
(clause 18.1)
    
    Principal:Position:
    
    Mine ManagerSupply Contractor:Position:
    
    Regional ManagerReview Date
(schedule 6)
    
    1 January 2008 and annually thereafterParent Company Guarantee
    
    The Supply Contractor is required to
provide a parent company guarantee
in accordance with clause 22.4.Mine
    
    The whole of the area occupied by the Principal for operation of the
Mine and associated facilities, including the special mining lease
and all mining easements, leases for mining purposes, exploration
licenses and agricultural leases.
 2.




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GENERAL TERMS AND CONDITIONS
 1.
    
    INTERPRETATION1.1
    
    DefinitionsTerms defined in the Particulars have the meanings given in the Particulars.The following definitions apply in this Contract.Authorityis any:
 (a)
    
    government department;(b)
    
    local government;(c)
    
    government or statutory authority; or(d)
    
    any other person under a Law,
 which has a right to impose a requirement or whose consent is required in relation to the
Services.Business Daymeans any day other than a Saturday, Sunday or public holiday in Queensland,
Australia.Change in Lawmeans a change to the Law (other than a Law relating to industrial conditions,
workplace health and safety or taxation) which is enacted or promulgated after the date of
this Contract.Completionis that stage in the execution of a Portion of the Services when:
 (a)
    
    the Principals Representative is satisfied in his or her absolute discretion
that the Services are complete;(b)
    
    all commissioning, certification and testing required by this Contract to be
carried out and passed has been carried out and passed;(c)
    
    all information required to be provided under this Contract which, in the
opinion of the Principals Representative, is essential for the use, operation and
maintenance of the Services, including work plans and related documentation (including
a complete set of specifications prepared by the Supply Contractor), all operations and
maintenance manuals, test data, instruction books, and equipment asset records and all
warranties has been supplied to the Principals Representative; and(d)
    
    all software licences required for the use, operation and maintenance of the
Services (including the copies of all licence agreements) have been supplied to the
Principals Representative.
 Confidential Informationis information that is the property of a party (or any copy or
record of any such information) and which is by its nature confidential or the receiving
party knows, or ought to know, is confidential, which relates to the business or finances of
that party.Constructional Plantis plant and equipment used for the execution of the Services.Contractmeans this contract including the schedules and annexure, and any other document or
materials incorporated by reference.Contract Priceis:
 (a)
    
    where the Principal has accepted a lump sum, the lump sum set out in schedule
6;(b)
    
    where the Principal has accepted rates, the sum ascertained by multiplying the
measured quantity of an item of the Services actually executed by the Supply Contractor
by the corresponding rate in schedule 6; or
 1.




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(c)
    
    where the Principal has accepted lump sum and rates, an aggregate of the sums
referred to in paragraphs (a) and (b).
 Documentationis all documentation which the Supply Contractor is required to provide to the
Principal (including any produced by its subcontractors) in accordance with this Contract
including plans, drawings, specifications, calculations, models, prototypes, equipment,
information and other data stored by any means.End Datemeans:
 (a)
    
    where there is a Term, the expiry of the Term or earlier termination of the
Contract; or(b)
    
    otherwise, the date of Completion of all of the Services (including all
Portions of the Services) or earlier termination of the Contract.
 Entitlementincludes any entitlement of the Supply Contractor to make a claim against the
Principal, or any of the agents or employees of the Principal:
 (a)
    
    for any addition to, or adjustment to, the Contract Price;(b)
    
    for a progress payment; or(c)
    
    to recover any loss, cost, damage or expense of any kind:
 (i)
    
    arising under this Contract;(ii)
    
    relating to this Contract or any fact, matter or thing referred
to in this Contract; or(iii)
    
    arising out of or in connection with the performance of the
obligations of the Supply Contractor pursuant to the Contract (including a
quantum meruit).
 Explosives Services Contractmeans the contract between dnx Papua New Guinea Ltd (a PNG
company) and the Principal dated on or about the date of this Agreement for the supply of
explosives services.Force Majeure Eventmeans any occurrence or non-occurrence as a direct result of which a
party is prevented from or delayed in performing any of its obligations under this Contract
and that is beyond the reasonable control of that party, including forces of nature,
industrial action and action or inaction by an Authority.GSTis a goods and services tax, as governed by the GST Act.GST Actis A New Tax System (Goods and Services Tax) Act 1999(Cth).Insolventshall mean with respect to a party that:
 (a)
    
    it is (or states that it is) insolvent;(b)
    
    it is in receivership, in receivership and management, in liquidation, in
provisional liquidation, under administration or wound up or has had a receiver
appointed to any part of its property;(c)
    
    it is subject to any arrangement, assignment, moratorium or composition,
protected from creditors under any statute, or dissolved (other than to carry out a
reconstruction or amalgamation while solvent on terms approved by the other party to
this Contract);(d)
    
    an application or order has been made (and, in the case of an application, it
is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put
forward, or any other action taken, in each case in connection with that party, which
is preparatory to or could result in any of the circumstances detailed in any of
paragraphs (a), (b), (c) or (d) above;
 2.




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(e)
    
    it is taken to have failed to comply with a statutory demand;(f)
    
    it is otherwise unable to pay its debts when they fall due; or(g)
    
    something having a substantially similar effect to any of the circumstances
detailed in any of paragraph (a) to (f) above happens in connection with that person
under the law of any jurisdiction.
 Lawis Queensland, Australia, legislation including regulations, by-laws or other
subordinate legislation, Authorities requirements and guidelines of the government agencies
and Authorities with which the parties are required to comply.Material Breachhas the meaning given in clause 17.1(e).Parent Company Guaranteeis the form of guarantee and indemnity set out in schedule 7.Particularsis the section of this Contract headed Particulars.Portion of the Servicesmeans a discrete part of the Services.Pre-Contract Informationmeans any information provided to the Supply Contractor or any of
its Related Bodies Corporate by the Principal prior to entry into the Contract but which
does not form part of the Contract.Principal Indemnified Partiesare the Principal and its respective officers, employees and
agents, including the Principals Representative (and, where applicable, the Principal holds
the benefit of the indemnity on behalf of its respective officers, employees, agents and the
Principals Representative).Productsmeans those items to be supplied to the Principal by the Supply Contractor under
this agreement and includes those items particularised in schedule 6.Products Performance Standardsare the product performance standards set out in schedule 2.Quality Planis the plan, labelled as such, attached to schedule 2 which must comply with
the Quality Assurance System.Reimbursable Expensesare the expenses payable by the Principal to the Supply Contractor in
accordance with this Contract as set out in schedule 6 which have been reasonably and
properly incurred by the Supply Contractor to third parties in carrying out the services
provided that the Principal has given its prior written consent to the Supply Contractor
incurring those expenses.Safety Principlesmeans the principles listed in schedule 3.Separate Contractorsare contractors (other than the Supply Contractor or any of its Related
Bodies Corporate) engaged by the Principal to carry out any works or services of whatever
nature at or in the vicinity of the Principals Property.Servicesmeans the provision of the scope of works in schedule 2 as further defined in
clause 4.1.Tax Invoiceis an invoice which complies with the GST Act relating to the production and
form of tax invoices for GST purposes.Variationhas the meaning in clause 5.1(b).Variation Information Requesthas the meaning in clause 5.1(d).
 3.




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1.2
    
    Rules for interpreting this ContractHeadings and catchwords are for convenience only, and do not affect interpretation. The
following rules also apply in interpreting this Contract, except where the context makes it
clear that a rule is not intended to apply.
 (a)
    
    A reference to:
 (i)
    
    (legislation) legislation (including subordinate legislation)
is to that legislation as amended, re-enacted or replaced, and includes any
subordinate legislation issued under it;(ii)
    
    (documents/agreements) a document or agreement, or a provision
of a document or agreement, is to that document, agreement or provision as
amended, supplemented, replaced or novated;(iii)
    
    (parties) a party to this Contract or to any other document or
agreement includes a permitted substitute or a permitted assign of that party;(iv)
    
    (persons) a person includes any type of entity or body of
persons, whether or not it is incorporated or has a separate legal identity,
and any executor, administrator or successor in law of the person; and(v)
    
    (parts of things) anything (including a right, obligation or
concept) includes each part of it.
 (b)
    
    (number) A singular word includes the plural, and vice versa.(c)
    
    (gender) A word which suggests one gender includes the other gender.(d)
    
    (parts of speech) If a word is defined, another part of speech has a
corresponding meaning.(e)
    
    (examples) If an example is given of anything (including a right, obligation or
concept), such as by saying it includes something else, the example does not limit the
scope of that thing.(f)
    
    The words subsidiary, holding companyand related body corporatehave the same
meanings as in the Corporations Act2001 (Cth).(g)
    
    A reference to informationis to information of any kind in any form or medium,
whether formal or informal, written or unwritten, for example, computer software or
programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or
object codes, technology or trade secrets.(h)
    
    A reference to dollarsor $is to an amount in Australian currency.(i)
    
    (this Contract) A reference to this Contract includes the agreement recorded by
this Contract.(j)
    
    (GST wording) Words defined in the GST Act have the same meaning in clauses
concerning GST.(k)
    
    The word applicablewhen used of a law is used to refer to any relevant law
(including any subordinate or delegated legislation or statutory instrument of any
kind) of a jurisdiction in or out of Queensland, Australia, and also to any relevant
judgment, order, policy, guideline, official directive or request (even if it does not
have the force of law) of any Authority or regulatory body, such as a stock exchange,
within or outside Queensland, Australia.
 4.




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1.3
    
    Business DaysIf the day on or by which a person must do something under this Contract is not a Business
Day if the act involves a payment that is due on demand, the person must do it on or by the
next Business Day.1.4
    
    Multiple partiesIf a party to this Contract is made up of more than one person, or a term is used in this
Contract to refer to more than one party:
 (a)
    
    an obligation of those persons is joint and several;(b)
    
    a right of those persons is held by each of them severally; and(c)
    
    any other reference to that party or term is a reference to each of those
persons separately, so that (for example) a representation, warranty or undertaking is
given by each of them separately.
 1.5
    
    Agreement comprises
 (a)
    
    The Mine Procedures are incorporated by reference in, and are taken to be part
of, this Contract to the extent that they are relevant to the Services.(b)
    
    In the event of any inconsistency between any of the following documents, they
take precedence over each other in the following descending order:
 (i)
    
    schedule 1, Additional Conditions;(ii)
    
    the General Terms and Conditions;(iii)
    
    schedules (schedule 2 to schedule 7 to this Contract) in the
order in which they appear; and(iv)
    
    Mine Procedures.
 1.6
    
    Prior agreementsThis Contract (together with the Explosives Services Contract) contains the entire agreement
between the parties about its subject matter. Any previous understanding, agreement,
representation or warranty relating to that subject matter is replaced by these documents
and has no further effect.2.
    
    NATURE OF RELATIONSHIP2.1
    
    Independent contractorThe Supply Contractor is engaged as an independent contractor. Nothing in this Contract
constitutes the Supply Contractor as an employee, agent, partner or joint venturer of the
Principal.2.2
    
    No authority
 (a)
    
    The Supply Contractor acknowledges and agrees that it has no authority to incur
and must not incur any obligation on behalf of the Principal except with the express
written instruction of the Principal.(b)
    
    The Supply Contractor must not engage in any negotiations or discussions with
any Authority on behalf of the Principal except with the express written instruction of
the Principal.
 3.
    
    REPRESENTATIVES3.1
    
    The Principals Representative
 (a)
    
    The Principals Representative has authority to act on behalf of the Principal
for all purposes in connection with this Contract except for the purposes of:
 5.




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(i)
    
    termination of the Contract, whether pursuant to clause 17.1(c)
(for default) or clause 17.2 (for insolvency);(ii)
    
    the resolution of disputes, including pursuant to clause 18;
and(iii)
    
    waiver of any rights that the Principal may have under the
Contract or at law.
 (b)
    
    The Principals Representative:
 (i)
    
    must perform the functions of the Principals Representative
designated in this Contract;(ii)
    
    will carry out his or her functions under this Contract as the
agent of the Principal (and not as an independent certifier, assessor or
valuer);(iii)
    
    must, when valuing claims arrive at a reasonable measure of
work and time; and(iv)
    
    may delegate any of his or her functions under this Contract to
a nominee.
 (c)
    
    The Principal must promptly inform the Supply Contractor in writing of:
 (i)
    
    any appointment of a new Principals Representative; and(ii)
    
    any delegation by the Principals Representative of his or her
functions under this Contract to a nominee, and the extent and the scope of
that delegation.
 (d)
    
    The Supply Contractor must comply with all reasonable directions of the
Principals Representative relating to the performance of the Services in accordance
with this Contract.
 3.2
    
    Supply Contractors Representative
 (a)
    
    The Supply Contractors Representative has authority to act on behalf of the
Supply Contractor for all purposes in connection with this Contract.(b)
    
    The Supply Contractors Representative must:
 (i)
    
    at all times have authority to act on behalf of the Supply
Contractor in respect of this Contract; and(ii)
    
    be approved by the Principals Representative.
 (c)
    
    The Supply Contractor must ensure that the Supply Contractors Representative
is not replaced without the prior approval of the Principals Representative.(d)
    
    The Supply Contractors Representative must liaise with, and report to, the
Principals Representative on all aspects of the Services.
 4.
    
    SCOPE OF SERVICES4.1
    
    Scope of the Services
 (a)
    
    The Supply Contractor must execute the Services in accordance with the
requirements of this Contract.(b)
    
    The Supply Contractor acknowledges that the Services includes all work:
 (i)
    
    specifically referred to in this Contract; and(ii)
    
    which is otherwise necessary or desirable for the proper
execution and Completion of all of the Services (including each Portion of the
Services) and for the proper performance of the Supply Contractors obligations
under this Contract,
 6.




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but does not include the work under the heading titled Excluded Services in
schedule 2.
 4.2
    
    Term for Services
 (a)
    
    The Supply Contractor must commence performing the Services on the Commencement
Date and continue to perform the Services until the earlier of the expiry of the Term
or the date upon which this Contract is terminated.(b)
    
    On the first anniversary of the Commencement Date, the Supply Contractor must
provide a binding letter of offer, capable of acceptance by the Principal, on the
following terms:
 (i)
    
    Revised pricing for all Services to be supplied pursuant to
this Contract; and(ii)
    
    A revised Term being the period of 6 years from the first
anniversary of the Commencement Date,(Offer)
 This Offer is to remain open for acceptance by the Principal, at its absolute
discretion, for a period of 90 days. Upon acceptance by the Principal, the Term
shall be read as being accordance with the term of the Offer in this clause. Upon
rejection by the Principal, the Term shall remain unaffected.
 4.3
    
    Standard of ServicesThe Supply Contractor must:
 (a)
    
    perform the Services and prepare all materials and data requested by the
Principal under this Contract:
 (i)
    
    diligently;(ii)
    
    competently and professionally, with the care and skill that
can be expected of a contractor experienced in providing services of the type
of the Services; and(iii)
    
    otherwise in accordance with the terms of this Contract;
 (b)
    
    ensure that any subcontractor appointed by it performs that part of the
Services with the skill, care and diligence expected of a contractor experienced in
providing services of the type of the Services;(c)
    
    comply with the Law;(d)
    
    fully inform itself of the Principals requirements for the Services;(e)
    
    keep adequate records of work performed under this Contract and, if requested
by the Principals Representative to do so, promptly provide to the Principal copies of
those records ;(f)
    
    comply with any of its applicable occupational health, safety and environment
policies (as amended from time to time); and(g)
    
    maintain its quality assurance system in accordance with the standard referred
to in the Particulars.
 4.4
    
    Acknowledgment by Supply ContractorThe Supply Contractor acknowledges that:
 (a)
    
    the Principal has entered into this Contract relying on the skill, care,
expertise, experience and ability of the Supply Contractor to provide the Services; and
 7.




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(b)
    
    as the result of its own enquiries, it is satisfied as to the nature and
location of the Services to be performed, the general and local conditions and all
other matters which can in any way affect the performance or cost of performing the
Services.
 4.5
    
    ExclusivityThe Supply Contractor will supply, and the Principal will purchase, all of the Products,
required by Principal at the Mine for the Term.4.6
    
    Supply Contractor to provide all things required for performanceExcept as otherwise specified in this Contract, the Supply Contractor will be required to
provide, as part of the Services, all things and services reasonably necessary to complete
the Services even if they are not expressly mentioned in the Contract.4.7
    
    Security of premisesIn the event that the Supply Contractor is required to provide any part of the Services on
the Mine, the Supply Contractor must comply with the Principals directions, procedures and
policies relating to occupational health, safety and security when performing any part of
the Services on the Mine (including the Safety Principles and Mine Procedures).4.8
    
    Non-solicitationNeither party shall solicit or entice away from the other party (or attempt to do so) any
consultant or employee of the other party or engage any such person as a consultant,
employee or in any other capacity.5.
    
    VARIATIONS5.1
    
    Direction for a Variation
 (a)
    
    The Principals Representative may at any time direct the Supply Contractor to
perform a Variation to the Services if that change is required by the Principal.(b)
    
    A Variation may involve increases in or additions to, reductions in or
omissions from, or changes in the character or the quality of the Services. If the
change requires the omission of work, the Principal may have the omitted work carried
out by itself.(c)
    
    A direction given under clause 5.1(a) may only be effected by a written form
expressly identified as a Variation", signed by the Principals Representative and
given to the Supply Contractor which describes the Variation. The Supply Contractor
must not carry out and shall have no Entitlement in relation to a Variation unless
either:
 (i)
    
    the Principals Representative has given a Variation direction
in accordance with this clause; or(ii)
    
    the Supply Contractor has advised the Principals
Representative in writing that it has been directed to perform a Variation.
 (d)
    
    Before issuing a Variation, the Principals Representative may issue to the
Supply Contractor a written form expressly identified as a Variation Information
Request advising the Supply Contractor of the scope of the proposed change to the
Services and requiring the Supply Contractor to, within the reasonable period of time
stated in the form, provide an estimate of the valuation of the proposed change.(e)
    
    Within the reasonable period of time stipulated in the Variation Information
Request, the Supply Contractor must provide to the Principals Representative a written
response containing the information required by the Variation Information Request.
 8.




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##### 



(f)
    
    Additions to the scope must not be inconsistent with the core business
activities of the Supply Contractor.(g)
    
    The Supply Contractor may request a Variation for its own convenience which may
be approved, in his or her discretion, by the Principals Representative. Except to
the extent expressly included in the approval, the Supply Contractor shall have no
Entitlement in relation to a Variation approved under this clause 5.1(g).
 5.2
    
    Valuation
 (a)
    
    If a Variation requires the Supply Contractor to carry out work which involves
an increase or decrease in the overall cost of carrying out the Services, the
Principals Representative and the Supply Contractors Representative must attempt to
agree whether any change to the Contract Price is required as a consequence, and if so,
whether an increase or decrease is required.(b)
    
    If the Principals Representative and the Supply Contractors Representative
are unable to reach agreement, the Principals Representative may determine the change
to the Contract Price, if any, which it believes in its reasonable opinion is required.
In making a determination under this clause 5.2, the Principals Representative must
have regard to the following:
 (i)
    
    if the Contract prescribes specific rates or prices to be
applied in determining the value, those rates or prices;(ii)
    
    if clause 5.2(b)(i) does not apply, the rates or prices in the
schedule of rates in schedule 6 to the extent that it is reasonable to use
them;(iii)
    
    to the extent that neither clauses 5.2(b)(i) and 5.2(b)(ii)
apply, reasonable rates or prices;(iv)
    
    in determining the deduction to be made for work which is taken
out of the Contract, the deduction shall include a reasonable amount for profit
and overheads; and(v)
    
    if the valuation relates to extra costs incurred by the Supply
Contractor for delay or disruption, the valuation shall include a reasonable
amount for overheads but shall not include profit or loss of profit.
 Nothing in this clause shall prohibit a party from referring the matter to be
resolved under the dispute resolution mechanism set out in this Contract.
 6.
    
    TIME6.1
    
    Performance of ServicesBy managing its lead times appropriately, the Supply Contractor must commence execution of
the Services in such a manner as to have available to the Principal all such Products as are
necessary for the Principals blasting requirements from the Commencement Date and continue
to execute the Services progressively in an orderly manner.6.2
    
    Suspension
 (a)
    
    The Principals Representative may at any time give written notice to the
Supply Contractor to suspend the execution of all or any part of the Services
(including details of the extent to which the Principals Representative requires the
Supply Contractor to keep its personnel, subcontractors on standby).(b)
    
    If the Supply Contractor receives a written notice from the Principal under
clause 6.2(a), the Supply Contractor must immediately suspend the execution of the
Services or the relevant part.
 9.




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##### 



(c)
    
    Subject to clause 6.2(g), the Principal must pay the Supply Contractor, instead
of that part of the Contract Price payable for those Services not performed as a
consequence of the suspension (which will not be payable), compensation for the
suspension of the execution of the Services (or the relevant part):
 (i)
    
    on such basis as the Principals Representative and the Supply
Contractors Representative may agree; or(ii)
    
    failing agreement, as the Principals Representative reasonably
determines,
 during the suspension of any part of the Services to compensate the Supply
Contractor for:
 (i)
    
    keeping its personnel and subcontractors on standby (to the
extent stated in the written notice referred to in clause 6.2(a)); and(ii)
    
    the demobilisation and remobilisation of the Supply
Contractors personnel and subcontractors.
 (d)
    
    The Principals Representative must give a written notice to the Supply
Contractor adjusting the Contract Price to reflect the compensation referred to in
clause 6.2(c).(e)
    
    The Principals Representative may at any time give written notice to the
Supply Contractor to resume the execution of the Services (or the relevant part) which
has been suspended.(f)
    
    If the Supply Contractor receives a written notice under clause 6.2(e), the
Supply Contractor must immediately remobilise to resume execution of the Services (or
the relevant part) which has been suspended.(g)
    
    If the Principals Representative gives a written notice under clause 6.2(a) as
a result of a breach by the Supply Contractor of its obligations under this Contract,
the Supply Contractor is not entitled to any compensation under clause 6.2(c).(h)
    
    If the Principals Representative gives a written notice under clause 6.2(a) as
a result of a breach by the Supply Contractor of its obligations under this Contract
and if the breach is:
 (i)
    
    capable of rectification, the execution of the part of the
Services the subject of the written notice may be suspended until the breach is
rectified by the Supply Contractor; or(ii)
    
    not capable of rectification, the period of suspension must be
reasonable.
 7.
    
    THE SERVICES7.1
    
    Supply Contractors main obligationsThe Supply Contractor must:
 (a)
    
    provide the Services for the Contract Price and in accordance with this
Contract;(b)
    
    provide the Principal and the Principals Representative, at all reasonable
times, with access to all workshops and places where work is being prepared or carried
out, or from where materials, manufactured articles or machinery are being obtained for
or manufactured in connection with the Services;(c)
    
    comply with the Law in providing the Services under this Contract and
performing its other obligations under this Contract including any Law relating to
mining activities, industrial relations and the environment;
 10.




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(d)
    
    produce evidence to the Principal of accreditation, registration, licensing or
other Authority approvals in accordance with the requirements of this Contract or as
required by the Principals Representative;(e)
    
    attend and participate in meetings with the Principal in accordance with this
Contract and as reasonably required by the Principals Representative;(f)
    
    provide information and report to the Principal, in writing if required, in
relation to any aspect of the Services as reasonably required by the Principals
Representative;(g)
    
    comply with the Mine Procedures in providing the Services; and(h)
    
    ensure that any of the Principals equipment within the Supply Contractors
possession or control is kept in good working condition and the Supply Contractor is
responsible for all loss of and damage to any of the Principals equipment while in the
Supply Contractors possession or control, except to the extent to which the loss or
damage is due to normal wear and tear or the negligence of the Principal, Separate
Contractors or their personnel.
 7.2
    
    Compliance with Law
 (a)
    
    The Supply Contractor must:
 (i)
    
    comply with the Law in the supply of the Services and
performing its other obligations under this Contract;(ii)
    
    obtain all Authority approvals (other than the Principal
Approvals) necessary in respect of the supply of the Services and its other
obligations under this Contract;(iii)
    
    comply with all guidelines issued by Authorities and the
Principal in respect of the Mine Procedures or the Services;(iv)
    
    promptly give the Principals Representative copies of all
relevant documents issued by Authorities;(v)
    
    except in relation to the Principal Approvals, the Supply
Contractor must:
 (A)
    
    give all notices;(B)
    
    pay all levies, charges or fees; and(C)
    
    obtain all permits, approvals or authorisations,
 in respect of the Services necessary to comply with Law or the requirements
of any Authority.
 (b)
    
    If the Supply Contractors compliance with Law necessitates a change to the
Services:
 (i)
    
    the Supply Contractor must promptly inform the Principals
Representative in writing with details of that change together with the Supply
Contractors proposal for carrying out that change (such proposal must be
consistent with the Supply Contractors obligations under this Contract);(ii)
    
    the Supply Contractor must obtain the Principals
Representatives written approval before it implements that proposal;(iii)
    
    if the Principals Representative does not approve the Supply
Contractors proposal referred to in clause 7.2(b)(i), the Supply Contractor
must develop that proposal until the Principals Representative approves the
revised proposal; and
 11.




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##### 



(iv)
    
    except to the extent set out in clause 9.1, the Supply
Contractor shall have no Entitlement as a consequence of complying with this
clause 7.2.
 8.
    
    WARRANTIES AND ACKNOWLEDGMENTS8.1
    
    Warranties as to capacityEach of the Principal and the Supply Contractor represents and warrants that:
 (a)
    
    (status) it is a company limited by shares;(b)
    
    (power) it has full legal capacity and power:
 (i)
    
    to own its property and assets and to carry on its business;
and(ii)
    
    to enter into this Contract and to carry out the transactions
that it contemplates;
 (c)
    
    (corporate authority) it has taken all corporate action necessary or desirable
to authorise its entry into this Contract and to carry out the transactions that it
contemplates;
 (d)
    
    (authorisations) it holds each authorisation that is necessary or desirable:
 (i)
    
    to execute this Contract and to carry out the transactions that
it contemplates; and(ii)
    
    to ensure that this Contract is legal, valid, binding and
admissible in evidence,
 and it is complying with any conditions to which any of these authorisations is
subject; and(e)
    
    (document effective) this Contract constitutes its legal, valid and binding
obligations, enforceable against it in accordance with its terms (except to the extent
limited by equitable principles and laws affecting creditors rights generally).
 8.2
    
    Warranties as to the Products
 (a)
    
    The Supply Contractor warrants that the Products will:
 (i)
    
    except to the extent specified in this Contract, be new in
every respect;(ii)
    
    be in good order and condition;(iii)
    
    satisfy the Products Performance Standards;(iv)
    
    comply with the description in this Contract;(v)
    
    be of good merchantable quality;(vi)
    
    be suitable for the purpose made known to the Supply Contractor
by the Principal;(vii)
    
    comply with any other warranties or guarantees contained in
this Contract and ordinarily supplied by the Supply Contractor and manufacturer
of the Products;(viii)
    
    comply with the Law;(ix)
    
    comply with international standards and the Australian
explosives code as published by the Department of Transport and Regional
Services, in force from time to time;(x)
    
    comply with industry best practice;(xi)
    
    be free from defects due to faulty design, materials and
workmanship;(xii)
    
    be free and clear of all Encumbrances; and
 12.




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##### 



(xiii)
    
    comply with all lawful and all reasonable standards, rules, directions and
requirements set by any Authority.
 (b)
    
    The Supply Contractor warrants that:
 (i)
    
    it has the expertise, experience and capability, including
sufficient and competent employees or subcontractors to provide the Products
efficiently, expeditiously and with due skill, care and diligence;(ii)
    
    it is legally entitled to use any of the Supply Contractor
Intellectual Property used by it in connection with the provision of the
Products;(iii)
    
    the manufacture, sale or use of the Products does not and will
not infringe the Intellectual Property Rights of any third party;(iv)
    
    the Supply Contractor has good and marketable title to the
Products;(v)
    
    in relation to the Products, the Supply Contractor and the
Supply Contractors personnel are in possession of, or will be able to obtain,
all requisite authorisations from Authorities (other than the Principal
Approvals), at the Supply Contractors own cost; and(vi)
    
    the Supply Contractor is able to deliver the Products and
comply with all of its obligations under this Contract.
 (c)
    
    The Supply Contractor acknowledges that the Services include all work:
 (i)
    
    specifically referred to in this Contract; and(ii)
    
    which is otherwise necessary for the proper execution and
completion of the Services and for the proper performance of the Supply
Contractors obligations under this Contract.
 8.3
    
    Manufacturers and other warranties for the Products
 (a)
    
    With respect to materials, equipment or components purchased by the Supply
Contractor for performance of the Services the Supply Contractor must:
 (i)
    
    provide all usual manufacturers, importers and any applicable
third party warranties in respect of such materials, equipment or components;
or(ii)
    
    assign to the Principal any warranties which the Supply
Contractor may have received from the suppliers of such materials, equipment or
components.
 (b)
    
    During the period of the warranties obtained by the Supply Contractor for the
benefit of the Principal referred to in clause 8.3(a)(ii), the Supply Contractor must
take all reasonable action required by the Principal to enforce those warranties, or
assist the Principal to enforce those warranties.
 8.4
    
    Acknowledgments
 (a)
    
    The Supply Contractor acknowledges that:
 (i)
    
    it has examined the Mine and its surroundings;(ii)
    
    it has examined all other information relevant to the risks,
contingencies and other circumstances having an effect on its obligations under
this Contract which is obtainable by making reasonable enquiries;(iii)
    
    it has examined this Contract;(iv)
    
    it has examined all of the Pre-Contract Information, has
independently verified whether the Pre-Contract Information is factual and has
not relied on the Pre-Contract Information except to the extent that it has
verified it;
 13.




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(v)
    
    it has entered into this Contract based upon its own
investigations, examinations and determinations; and(vi)
    
    it is not relieved of its obligations under this Contract, and
does not have any remedy against the Principal, by reason of the existence or
occurrence of any matter or thing not anticipated by the Supply Contractor as
at the date of this Contract and which may not be contemplated by this
Contract.
 (b)
    
    Subject to the other provisions of this Contract, the Supply Contractor
warrants that it is practicable to execute the Services in accordance with this
Contract without any need for changes in the Services.(c)
    
    The Supply Contractor acknowledges that no comment, review, representation,
vetting, inspection, testing or approval by the Principal or the Principals
Representative (including as part of the Business Review & Development Group) in
respect of the Supply Contractors obligations under this Contract will lessen or
otherwise affect the Supply Contractors obligations under this Contract.
 9.
    
    SERVICES-RELATED OBLIGATIONS9.1
    
    Change in LawIf there is a Change in Law which:
 (a)
    
    necessitates a change to:
 (i)
    
    the Services, or(ii)
    
    a fee or charge which the Supply Contractor is obliged to pay;
and
 (b)
    
    causes the Supply Contractor to incur more or less cost than otherwise would
have been incurred,
 the difference in cost incurred by the Supply Contractor shall be valued under clause 5.2 as
if the Change in Law was a Variation.
 9.2
    
    Quality management and qualitative non-performance
 (a)
    
    The Supply Contractor must:
 (i)
    
    use good quality, new and undamaged materials (unless otherwise
specified in this Contract) for the Services which must be suitable for the
purpose for which they are required;(ii)
    
    ensure that all workmanship is of the highest quality and
standards and is in accordance with the requirements of this Contract; and(iii)
    
    subject to any express provisions of this Contract to the
contrary, comply with relevant standards (including international standards,
codes of practice and manufacturers standards) when executing the Services.
 (b)
    
    The Supply Contractor must give the Principals Representative access to the
Supply Contractors and each subcontractors Quality Assurance Systems to enable
monitoring and quality auditing.(c)
    
    The Supply Contractor warrants that compliance with the Quality Plan will
ensure that the Services are executed in accordance with the requirements of this
Contract.(d)
    
    If the Principals Representative reasonably considers any Services not to be,
or if the Services are not, in accordance with this Contract, the Principals
Representative may:
 (i)
    
    direct the Supply Contractor to rectify any part of the
Services; or
 14.




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##### 



(ii)
    
    direct the Supply Contractor not to rectify that part of the
Services.
 (e)
    
    The Principal may:
 (i)
    
    have the work referred to in clause 9.2(d)(i) carried out by
others at the Supply Contractors cost if:
 (A)
    
    the Principals Representative has directed the
Supply Contractor to rectify a part of the Services in accordance with
clause 9.2(d)(i) within a reasonable period; and(B)
    
    the Supply Contractor has failed to rectify that
work within that period; or
 (ii)
    
    have the work carried out by others at the Supply Contractors
cost if the Principals Representative has directed the Supply Contractor not
to rectify that work pursuant to clause 9.2(d)(ii),
 and all reasonable costs, losses and expenses incurred by the Principal shall be a
debt due from the Supply Contractor to the Principal.
 9.3
    
    Products Performance Standards
 (a)
    
    The Supply Contractor must monitor each item of Services to determine the
levels achieved by that item of Services relative to the Products Performance Standards
in accordance with the procedures outlined in schedule 2.(b)
    
    If any item of Services does not meet the Products Performance Standards as a
result of the Supply Contractors failure to execute the Services in accordance with
this Contract, the Supply Contractor must pay the Principal liquidated damages set out
in schedule 2 or, if there are no liquidated damages in the Particulars, the reasonable
costs, losses and expenses incurred by the Principal as a direct result of the failure.(c)
    
    If clause 9.3(b) is struck out or is unenforceable for any reason, the
Principal will be entitled to claim damages at common law and/or in equity from the
Supply Contractor for any failure to execute the Services in accordance with the
Contract.
 9.4
    
    Removal of materials from the MineIn the event that the Supply Contractor brings any materials onto the Mine under this
Contract, the Supply Contractor may not remove from the Mine any materials brought onto the
Mine without the prior written approval of the Principals Representative, not to be
unreasonably withheld.9.5
    
    Industrial relations
 (a)
    
    The Supply Contractor must, and must ensure that its subcontractors, comply
with all applicable rules.(b)
    
    The Supply Contractor must regularly consult with the Principals
Representative throughout the execution of the Services concerning any industrial
relations issues which may arise.(c)
    
    The Supply Contractor must ensure that any industrial agreement entered into by
the Supply Contractor does not affect, or will not have any impact on, any existing or
future industrial agreements that have been entered, or that may be entered, into by
the Principal.(d)
    
    The Supply Contractor must, in the event of any industrial dispute involving
its workforce on the Mine, ensure that the Principals operations on the Mine are not
affected in any manner by such industrial dispute, except to the extent the dispute is
a general dispute involving other contractors and employees of the Principal.
 15.




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##### 



10.
    
    PAYMENT10.1
    
    The Principals payment obligations
 (a)
    
    The Principal must pay the Supply Contractor the Contract Price in accordance
with the requirements of this Contract. Unless otherwise agreed in writing by the
parties, payments will be made in Australian dollars.(b)
    
    The lump sum breakdown in schedule 6 may be referred to by the Principals
Representative for the purposes of:
 (i)
    
    the assessment of progress claims; and(ii)
    
    the valuation of Variations pursuant to clause 5.2 to the
extent that items listed in the lump sum breakdown are relevant,
 and for no other purpose.
 10.2
    
    Payment
 (a)
    
    The Supply Contractor must submit to the Principals Representative within 4
days after the end of each month an statement in the form of the Principals contract
claim form attaching the information required by the Principals Representative:
 (i)
    
    showing the value of the Services executed by the Supply
Contractor to the end of the previous month;(ii)
    
    including details of any amount claimed by the Supply
Contractors subcontractors which is the subject of a dispute between the
Supply Contractor and those subcontractors and details of the dispute; and(iii)
    
    documentary evidence that it has incurred a fee for Services
performed and the Reimbursable Expenses claimed.
 (b)
    
    Within 4 days of receipt by the Principals Representative of a claim provided
in accordance with clause 10.2(a), the Principals Representative must determine in
writing any variations to the amount payable to the Supply Contractor and set this out
in a payment schedule. The amount payable under the payment schedule will be:
 (i)
    
    the assessment by the Principals Representative of the value
of the Services performed by the Supply Contractor for the relevant period
which must take into account the likely cost of rectifying any defects in the
Services and must exclude any amounts in relation to which the Supply
Contractor has no Entitlement;(ii)
    
    the amount of any Reimbursable Expenses incurred by the Supply
Contractor with the prior written approval of the Principals Representative;(iii)
    
    any amounts due from the Principal to the Supply Contractor
pursuant to this Contract;(iv)
    
    less the amounts already paid by the Principal to the Supply
Contractor in relation to the Contract and the Services; and(v)
    
    less the amount of any money which is due or which may become
due from the Supply Contractor to the Principal in respect of this Contract or
the Services and amounts already paid to the Supply Contractor in respect of
the Contract and amounts which the Principal is entitled to deduct or withhold.
 (c)
    
    The Supply Contractor must give the Principal a Tax Invoice in respect of the
amount the subject matter of a determination or payment schedule issued by the
Principals Representative pursuant to clauses 10.2(b), 10.5 within 4 days of
 16.




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##### 



receipt of that determination. If the Principal fails to provide a payment schedule
within 4 days, the Supply Contractor may issue a Tax Invoice for the whole amount of
its payment claim, provided that the Principal may seek an adjustment to any
subsequent invoice or refer the matter to dispute resolution should there be any
discrepancies.(d)
    
    Where an amount is due from the Principal to the Supply Contractor in respect
of a determination issued pursuant to clauses 10.2(b) or 10.5, the Principal must pay
the Supply Contractor the amount determined as payable by the Principals
Representative under clauses 10.2(b), 10.5 thirty (30) days after the date of the
invoice for that month.(e)
    
    Payments made by the Principal are on account only and are not:
 (i)
    
    evidence of the value of work; or(ii)
    
    an admission of liability on the part of the Principal.
 (f)
    
    Where an amount is due from the Supply Contractor to the Principal in respect
of a determination issued pursuant to clauses 10.2(b) or 10.5, the Supply Contractor
must, within thirty (30) days after receipt of that determination, pay the Principal
the amount stated in that determination as due from the Supply Contractor to the
Principal.(g)
    
    Where an amount remains overdue for more than 30 days, the Supply Contractor,
by providing 14 days written notice to the Principal, may elect to suspend all or part
of the Services under this Contract for a period as long as the payment remains
overdue.(h)
    
    Upon request by the Supply Contractor, the Principal must provide an itemised
breakdown of the Products forming part of any claim for payment or Tax Invoice.
 10.3
    
    Set off
 (a)
    
    The Principal may set-off or deduct from:
 (i)
    
    any amounts due to the Supply Contractor under this Contract
(including any amounts certified by the Principals Representative for payment
by the Principal to the Supply Contractor); or(ii)
    
    any money due or which may become due from the Supply
Contractor to the Principal in respect of this Contract or the Services
 provided it has first provided 7 days notice to the Supply Contractor.
 10.4
    
    Final Payment Claim
 (a)
    
    Within 90 days after the later to occur of the End Date and the performance of
all the Supply Contractors obligations under the Contract, the Supply Contractor must
provide to the Principals Representative a payment claim titled Final Payment Claim.(b)
    
    The Supply Contractor must include in the Final Payment Claim all amounts which
the Supply Contractor considers to be due to it from the Principal in respect of this
Contract and the performance by it of the Services.(c)
    
    After the expiration of the 90 calendar day period in clause 10.4(a), the
Supply Contractor shall have no Entitlement in relation to the performance of the
obligations of the Supply Contractor under the Contract, or in any way relating to the
Contract or the work described in it.
 10.5
    
    Final Payment DeterminationThe Principals Representative:
 17.




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##### 



(a)
    
    must within 10 days after receipt of the Supply Contractors Final Payment
Claim; or(b)
    
    if the Supply Contractor does not comply with its obligations under clause
10.4(a), at any time,
 issue to the Supply Contractor and the Principal a determination titled Final Payment
Determination, which determines the amount payable to the Supply Contractor or the
Principal (as the case may be) in respect of the Contract and the performance of the
Services.10.6
    
    Failure to submit claimThe Principals Representative may make a determination under clause 10.2(b):
 (a)
    
    if the Supply Contractor fails to submit any statement or payment claim in
accordance with the Contract; or(b)
    
    at any time prior to the Final Payment Determination.
 10.7
    
    Fixed Contract PriceThe rates set out in schedule 6 remain fixed until the first Review Date.10.8
    
    Rise and fallThe rates in schedule 6 will be adjusted for rise and fall in accordance with the formula
set out in schedule 6 with the first review being 1 January 2008 and then every 12 months
following this date.10.9
    
    Payment for Plant and Materials prior to DeliveryThe Supply Contractor shall have no Entitlement to payment for unused materials or goods
unless:
 (a)
    
    schedule 6 provides that such a payment claim can be made for those unused
materials or goods; and(b)
    
    the Supply Contractor provides with the payment claim evidence that the
materials or goods have been properly stored or labelled as the property of the
Principal and insured.
 10.10
    
    Taxes
 (a)
    
    Unless otherwise expressly provided in this Contract, the Supply Contractor
must pay all taxes including levies, duties, withholdings, and assessments due in
connection with the Services and the Contract and the Principal must pay all taxes
excluding income or company taxes but including levies and import duties, on the
Products to the extent that such taxes are not creditable to the party liable for the
tax.(b)
    
    Unless otherwise expressly provided in this Contract, the Contract Price(s) due
under the Contract shall not be varied or amended by any tax, duty, levy or other
impost payable in connection with performance of the Contract. Where an amount is
required to be withheld by the Principal and remitted to an Authority under a Law on
behalf of the Supply Contractor, the Contract Price(s) payable to the Supply Contractor
shall be reduced by such amount. The Principal shall provide the Supply Contractor
with a payment summary in respect of such withheld amount upon request by the Supply
Contractor, or otherwise in accordance with the Law.
 18.




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##### 



10.11
    
    Liability for employment related taxes and costs
 (a)
    
    The Supply Contractor must pay all wages, superannuation and any other
contributions or payments required by law to be paid to, in respect of or arising in
relation to the employment of any employee, subcontractor or agent engaged by the
Supply Contractor in the performance of any services. The Supply Contractor
acknowledges that such persons are not the employees of the Principal and the Supply
Contractor bears, and the Principal does not bear, any liability for such payments.(b)
    
    The Supply Contractor indemnifies the Principal in relation to any payments
(including all legal and other costs, penalties, fines or interest in respect of such
payments) made or amounts incurred by the Principal as a result of any claim or action,
(including without limitation a claim or action brought by the Supply Contractor, any
employee, subcontractor, agent or any government or statutory authority) with regard to
any amount referred to in this sub-clause.
 11.
    
    GOODS & SERVICES TAX11.1
    
    Application of clause
 (a)
    
    This clause applies if any party (Supplier) is or may become liable to pay GST
in relation to Services (as defined in the GST Act) of any good, service or other thing
which is made to another party (Recipient) under this Contract (Taxable Supply).(b)
    
    Unless otherwise specified, a reference to any amount payable or consideration
to be provided for a Taxable Supply is a reference to that amount or consideration
having been determined without provision for any GST payable by the Supply Contractor
on those Products (GST Exclusive Amount).
 11.2
    
    GST payable
 (a)
    
    The Recipient must increase the GST Exclusive Amount of any payment for a
Taxable Supply by an additional amount as notified by the Supply Contractor to the
Recipient sufficient that the total amount payable by the Recipient (after discounting
for the amount of any GST liability payable by the Supply Contractor on that total) is
equal to the GST Exclusive Amount.(b)
    
    GST payable under paragraph (a) is payable by the Recipient, without deduction
or set-off of any other amount.
 11.3
    
    Tax Invoice
 (a)
    
    The Supply Contractor must issue a Tax Invoice to the Recipient for the amount
of GST referable to each Taxable Supply, and, where the Supply Contractor is the Supply
Contractor in respect of Taxable Supplies the subject of any progress claim, within 3
days of receipt of the progress claim.(b)
    
    A monthly statement will not be regarded as a Tax Invoice or other invoice
notifying an obligation to make payment.
 11.4
    
    Particulars of GSTThe Supply Contractor must include in an invoice under this clause such particulars as are
required by the GST Act in order that the Recipient may obtain an input tax credit for the
amount of GST payable on the Taxable Supply.11.5
    
    Adjustment EventWhere an Adjustment Event in relation to any Taxable Supply has occurred, the Supply
Contractor must provide an Adjustment Note to the Recipient within 20 Business Days.
 19.




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11.6
    
    IndemnitiesWhere an amount is payable by one party (Indemnifier) to another party (Indemnified)
pursuant to an indemnity, warranty or obligation to reimburse or pay any amount under this
Contract, the amount recoverable under this indemnity, warranty or obligation to reimburse
must be reduced by the amount of any input tax credit or other credit to which:
 (a)
    
    the Indemnified; or(b)
    
    any member of a GST Group (as defined in the GST Act) of which the Indemnified
is also a member,
 is entitled to the cost or expense recovered.
 12.
    
    PERSONNEL AND SUBCONTRACTING12.1
    
    Personnel
 (a)
    
    The Supply Contractor must:
 (i)
    
    provide experienced and skilled personnel to execute the
Services in accordance with its obligations under this Contract and, without
limiting the generality of this clause, in accordance with position
descriptions provided by the Supply Contractor; and(ii)
    
    ensure that all Services are executed under the supervision of
appropriately qualified and experienced personnel.
 12.2
    
    Subcontracting
 (a)
    
    Subject to clause 12.2(b), the Supply Contractor may enter into subcontracts
for the execution of the Services.(b)
    
    If the Supply Contractor engages a subcontractor, the Supply Contractor:
 (i)
    
    must ensure the work performed by the subcontractor meets the
requirements of this Contract;(ii)
    
    must manage and co-ordinate the performance of each
subcontractor to ensure the quality and timeliness of its performance meet the
requirements of this Contract for the Services;(iii)
    
    is liable to the Principal for the acts and defaults of that
subcontractor as if they were the acts and defaults of the Supply Contractor;
and(iv)
 (c)
    
    The Supply Contractors obligations under this Contract are not reduced or
otherwise affected by subcontracting the performance of those obligations.(d)
    
    The Supply Contractor must ensure that all subcontracts for the Services
adequately address all industrial relations, safety, environmental and programming
issues relevant to the Services.
 13.
    
    MEETING AND REPORTING OBLIGATIONS13.1
    
    Reporting obligationsEach party must:
 (a)
    
    provide to the other party within a reasonable time of being requested to do so
any information in connection with the Services which the other party reasonably
requires;(b)
    
    establish and maintain any records and registers which the other party
reasonably requires.
 20.




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14.
    
    RELEASES AND INDEMNITIES14.1
    
    ReleaseThe Supply Contractor releases the Principal Indemnified Parties from any liability or
obligation to the Supply Contractor (or any person claiming through or on behalf of the
Supply Contractor) in respect of:
 (a)
    
    physical loss of or damage to any real or personal property; or(b)
    
    personal injury, disease or illness to, or death of, persons,
 arising out of the provision of the Services and the performance of the Supply Contractors
other obligations under this Contract.14.2
    
    Indemnity by the Supply ContractorThe Supply Contractor indemnifies the Principal Indemnified Parties against all damage,
expense (including lawyers fees and expenses on a solicitor/client basis), loss (including
financial loss) or liability of any nature suffered or incurred by the Principal Indemnified
Parties (including any claims made by third parties) arising out of the provision of (or
failure to provide) the Services and any other obligation under this Contract including but
not limited to:
 (a)
    
    physical loss of or damage to property of the Principal or to the property of
third parties; and(b)
    
    damage, expense, loss or liability in respect of personal injury, disease,
illness or death,
 caused by the Supply Contractors breach of this Contract or its negligent act or omission.14.3
    
    Indemnity not subordinateThe Supply Contractors liability to indemnify the Principal under clause 14.2 is a primary
obligation and is not the same as or subordinate to any other indemnity to which the
Principal is entitled.14.4
    
    Indemnity by the PrincipalThe Principal indemnifies the Supply Contractor against all damage, expense (including
lawyers fees and expenses on a solicitor/client basis), loss (including financial loss) or
liability of any nature suffered or incurred by the Supply Contractor (including any claims
made by third parties) arising out of but not limited to:
 (a)
    
    physical loss of or damage to property of the Supply Contractor or to the
property of third parties; and(b)
    
    damage, expense, loss or liability in respect of personal injury, disease,
illness or death,
 caused by the Principals breach of this Contract or its negligent act or omission.14.5
    
    No indirect or Consequential LossNotwithstanding any other provision of this Contract, no party shall be liable to another
party for any indirect or consequential loss.For the purposes of this clause, indirect or consequential loss includes all special loss,
loss of income, loss of profit, costs incurred in responding to, investigating, managing or
settling all claims made by or on behalf of third parties in respect of the matters
specifically excluded, and all claims for loss of goodwill, loss of, or impairment to,
reputation or loss of opportunity including opportunities to enter into or complete
arrangements with third parties.
 21.




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15.
    
    RISK OF LOSS OR DAMAGE AND INSURANCE15.1
    
    Responsibility for care of Products
 (a)
    
    The Supply Contractor is responsible for the Products up until the point they
are delivered to the Principals wharf and are capable of being offloaded from the
delivery vessel;(b)
    
    Title to the Products passes at the point in time in which the Products cross
the delivery vessels rail in the process of being unloaded onto the Principals wharf.(c)
    
    The Supply Contractor must promptly make good loss from, or damage to, any
Products while it is responsible for their care.
 15.2
    
    Supply Contractors insuranceThe Supply Contractor must maintain the following insurance with a reputable insurer from
the Commencement Date until the End Date:
 (a)
    
    public liability and product liability insurance to the amount in the
Particulars in respect of accidental damage or loss to any property and accidental
injury (including death) to any person arising out of the performance of the Services;(b)
    
    workers compensation insurance as required under workers compensation
legislation;(c)
    
    plant and equipment insurance in respect of loss of or damage to equipment used
in the provision of the Services (other than motor vehicles but including the Products
) owned or leased by the Supply Contractor to its full replacement value at the time
loss or damage occurs;(d)
    
    comprehensive motor vehicle insurance for the market value of all motor
vehicles which are used by the Supply Contractor in connection with the Services; and(e)
    
    third party motor insurance required to comply with the Law in respect of all
motor vehicles which are used by the Supply Contractor in connection with the Services.
 15.3
    
    Protection of people and propertyIf the Supply Contractor or its employees, subcontractors or agents damage property (except
as contemplated by the Principals use of the Products), the Supply Contractor must promptly
make good the damage and pay any compensation which the Law and the common law requires the
Supply Contractor to pay.15.4
    
    NotificationIf the Supply Contractor receives notice of cancellation, amendment or non-renewal of any
policy it must immediately:
 (a)
    
    advise the Principal; and(b)
    
    renew the policy, if necessary with another insurer.
 15.5
    
    Extension to the PrincipalThe insurances referred to in clause 15.2(a) and (c) must extend to include the Principal as
an insured noting the Principals interest.15.6
    
    Evidence requiredThe Supply Contractor must produce on demand by the Principal sufficient evidence that the
insurances required under clauses 15.2 have been effected and are current. If the Supply
Contractor fails to do so, the Principal may itself affect the insurance. The cost of doing
so and maintaining such insurance will be a debt due from the Supply Contractor to the
Principal.
 22.




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##### 



16.
    
    FORCE MAJEURE16.1
    
    Notice and suspension of obligationsIf a party to this Contract is affected, or likely to be affected, by a Force Majeure Event:
 (a)
    
    that party must immediately give the other prompt notice of that fact
including:
 (i)
    
    full particulars of the Force Majeure Event;(ii)
    
    an estimate of its likely duration;(iii)
    
    the obligations affected by it and the extent of its effect on
those obligations; and(iv)
    
    the steps taken to rectify it; and
 (b)
    
    the obligations under this document of the party giving the notice are
suspended to the extent to which they are affected by the relevant Force Majeure Event
as long as the Force Majeure Event continues.
 16.2
    
    Effort to overcomeA party claiming a Force Majeure Event must use its best endeavours to remove, overcome or
minimise the effects of that Force Majeure Event as quickly as possible. This does not
require a party to settle any industrial dispute in any way that it considers inappropriate.16.3
    
    Alternative supplyDuring any period in which a party to this document is not performing obligations because of
a claimed Force Majeure Event, the other party may (but need not) make alternative
arrangements for the performance, whether by another person or otherwise, of any obligation
which the party claiming the Force Majeure Event is not performing without incurring any
liability to that party.16.4
    
    Termination
 (a)
    
    If a Force Majeure Event continues for more than 90 days, either party may
terminate this Contract by giving at least 15 days notice to the other party.(b)
    
    In the event of termination under paragraph (a), neither party is liable to the
other except to the extent of rights or obligations which accrued before the
termination. If those accrued rights or obligations result in the unjust enrichment
of, or unjust detriment to, one party, the parties will negotiate in good faith to
ensure a fair allocation of loss or gain as between the parties.
 17.
    
    DEFAULT AND TERMINATION17.1
    
    The Principals remedy notice
 (a)
    
    If the Principal considers that the Supply Contractor is in breach of this
Contract, the Principal may give the Supply Contractor:
 (i)
    
    a written notice specifying a reasonable date by which the
Supply Contractor must rectify the breach to the extent that the breach is
capable of rectification; or
 23.




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##### 



(ii)
    
    if the breach is incapable of rectification, a written notice
specifying the Principals requirements to overcome or cure the effects of that
breach and prevent the breach from recurring (Cure Plan).
 (b)
    
    If the Principal gives the Supply Contractor a written notice referred to in
clause 17.1(a), the Supply Contractor must comply with the written notice within the
time stated in the notice.(c)
    
    The Principal may terminate the Contract by notice in writing to the Supply
Contractor if:
 (i)
    
    the Supply Contractor fails to rectify the breach or effect the
Cure Plan, as the case may be, in accordance with and in the time stated in the
terms of a written notice referred to in clause 17.1(a);(ii)
    
    the Supply Contractor commits the same breach again;(iii)
    
    a breach incapable of rectification was a Material Breach.
 (d)
    
    The Supply Contractor must pay the Principal the loss, costs and damages
suffered by the Principal as a consequence of a breach of the Contract by the Supply
Contractor.(e)
    
    The Supply Contractor will be in Material Breachif it is in breach of a
material term of the Contract including:
 (i)
    
    failing to proceed in an orderly manner having regard to the
duration and sequence of activities in accordance with this Contract, in breach
of clause 6.1;(ii)
    
    fails to continue to hold any necessary licences or approvals
required to provide the Services;(iii)
    
    failing to comply with clause 4.3;(iv)
    
    failing to comply with a direction of the Principals
Representative under clause 3.1, in breach of clause 3.1(d);(v)
    
    failing to provide evidence of insurance, in breach of clause
15.6; or(vi)
    
    failing to achieve or perform the Services in accordance with
the Products Performance Standards.
 17.2
    
    Termination for insolvencyEither party may terminate this Contract, with immediate effect, by written notice to the
other party if the other party is Insolvent.17.3
    
    Consequence of termination under clause 17.1(c)and clause 17.2If the Principal gives the Supply Contractor a written notice to terminate pursuant to
clause 17.1(c) or clause 17.2, the damages which would be payable had the Supply Contractor
repudiated the Contract and the Principal had terminated the Contract shall be a debt due
from the Supply Contractor to the Principal and the Supply Contractor must:
 (a)
    
    cease the execution of the Services within the time specified in the written
notice; and(b)
    
    ensure that the Mine is left in a safe condition and the Products are properly
secured.
 17.4
    
    Change in control of Supply ContractorIf the Supply Contractor ceases to be a subsidiary of any holding company:
 (a)
    
    the Supply Contractor must notify the Principal providing details of the
change; and
 24.




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##### 



(b)
    
    in any event, the Principal has the right to terminate this Contract by notice
to the Supply Contractor.
 17.5
    
    Termination of the Explosives Services ContractIf the Explosives Services Contract between the Principal and dnx Papua New Guinea Limited
is terminated, either party may terminate this Contract by providing written notice to the
other party (without prejudice to the rights of the parties accrued at the time of giving
notice).18.
    
    DISPUTE RESOLUTION18.1
    
    Procedure for resolving disputes
 (a)
    
    The parties agree that all disputes (other than disputes where relief is sought
for urgent injunctive or declaratory relief) relating to or arising out of this
Contract or the Services must be resolved in accordance with this clause 18.(b)
    
    If a dispute arises then either party may give notice to the other party which
notice must:
 (i)
    
    be in writing;(ii)
    
    state that it is a notice under this clause 18.1; and(iii)
    
    include or be accompanied by reasonable particulars of the
dispute.
 (c)
    
    If a notice is given under clause 18.1(b), then a representative of each of the
parties who has capacity to reach a binding agreement must meet at least once within 30
Business Days of receipt of the notice under clause 18.1(b) (or such other time as the
parties may agree in writing) and use reasonable endeavours acting in good faith to
resolve the dispute.(d)
    
    If the dispute is not resolved by the representatives within the period
referred to in clause 18.1(c), the executive officer having the position in the
Particulars for each of the parties must meet at least once within 15 Business Days of
the meeting under clause 18.1(c) and use reasonable endeavours acting in good faith to
resolve the dispute.(e)
    
    If the dispute is not resolved by the executives within the period referred to
in clause 18.1(d), the dispute must be resolved by arbitration in accordance with the
ACICA Arbitration Rules. The seat of the arbitration will be Brisbane, Australia, and
the language of the arbitration will be English.(f)
    
    The parties agree that the arbitration award is binding and final upon both
parties if the amount determined by the arbitrator in the award is not higher than
$150,000.00.
 18.2
    
    Dispute resolution not to delay execution of the ServicesNotwithstanding the other provisions of this clause 18, the Supply Contractor must:
 (a)
    
    proceed without delay to continue to provide the Services;(b)
    
    perform its other obligations under this Contract; and(c)
    
    comply with all directions of the Principals Representative including any
direction in respect of a dispute or difference being dealt with in accordance with
clause 18.
 19.
    
    MEDIA RELEASES AND CONFIDENTIALITY19.1
    
    Media release
 (a)
    
    Neither party must advertise or issue any information, publication, document
or article for publication or media releases or other publicity relating to the
Services,
 25.




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this Contract or either parties business and activities without the prior written
approval of the other party (such consent not to be unreasonably withheld), other
than to comply with ASX listing requirements.(b)
    
    The Supply Contractor must refer to the Principal any enquiries from the media
concerning the Services or the Principals business and activities.(c)
    
    The Supply Contractor must not, and must ensure that its employees and its
subcontractors and their respective employees do not, take any photographs or video
recording of the Services, without the prior written approval of the Principals
Representative.
 19.2
    
    ConfidentialityEach party must not, and must ensure that its employees and subcontractors do not, without
the prior written approval of the other party, either during the Term or after the End Date,
disclose or give to any person any Confidential Information other than as required by any
Law or in compliance with the listing requirements of any share market.19.3
    
    Reproduction and return Documentation
 (a)
    
    The Supply Contractor must ensure that all information supplied to it by the
Principal in relation to the Services, the Documentation, and anything recording,
containing, setting out, or making reference to the Services, are used, copied,
supplied or reproduced only for the purposes of providing the Services and its other
obligations under this Contract unless it has obtained the prior written approval of
the Principals Representative.(b)
    
    Except to the extent expressly approved in writing by the Principals
Representative, the Supply Contractor must on, or as soon as practicable after the End
Date:
 (i)
    
    deliver up to the Principals Representative; or(ii)
    
    at the option of the Principals Representative destroy,
 everything recording, containing, setting out or making reference to the Services,
including all Documentation.
 20.
    
    NOTICES20.1
    
    How to give a noticeA notice, consent or other communication under this Contract is only effective if it is:
 (a)
    
    (written) in writing, signed by or on behalf of the person giving it;(b)
    
    (addressed) addressed to the person to whom it is to be given; and(c)
    
    (sent) given as follows:
 (i)
    
    (mail) delivered or sent by pre-paid mail (by airmail, if the
addressee is overseas) to that persons address; or(ii)
    
    (fax) sent by fax to that persons fax number and the machine
from which it is sent produces a report that states that it was sent in full.
 20.2
    
    When a notice is givenA notice, consent or other communication that complies with this clause is regarded as given
and received:
 (a)
    
    (fax delivery) if it is delivered or sent by fax, on the day following the day
on which it was sent; or(b)
    
    (mail delivery) if it is sent by mail, 5 days after it is posted.
 26.




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20.3
    
    Address for noticesA persons address and fax number are those set out in the Particulars, or as the person
notifies the sender.21.
    
    AMENDMENT AND ASSIGNMENT21.1
    
    AmendmentThis Contract can only be amended, supplemented, replaced or novated by another document
signed by the parties.21.2
    
    Assignment
 (a)
    
    (Consent required to assign) A party may only dispose of, declare a trust over
or otherwise create an interest in its rights under this Contract with the written
consent of the other party, such consent not to be unreasonably withheld.(b)
    
    (No consent required) Notwithstanding clause 21.2(a), the Principal may freely
assign this Contract to any related body corporate without consent of the Supply
Contractor.
 22.
    
    GENERAL22.1
    
    Governing law
 (a)
    
    (law) This Contract is governed by the law in force in Queensland, Australia.(b)
    
    (jurisdiction) Each party submits to the non-exclusive jurisdiction of the
courts exercising jurisdiction in Queensland, Australia, and any court that may hear
appeals from any of those courts, for any proceedings in connection with this Contract,
and waives any right it might have to claim that those courts are an inconvenient
forum.
 22.2
    
    Liability for expensesEach party must pay its own expenses incurred in negotiating, executing, stamping and
registering this Contract.22.3
    
    Giving effect to this ContractEach party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this Contract.22.4
    
    Parent Company Guarantee
 (a)
    
    Clause 22.4(b) applies if and only if the Particulars state that the Supply
Contractor is required to comply with clause 22.4(b).(b)
    
    The Supply Contractor must, on or before the date of this Contract:
 (i)
    
    procure the Supply Contractors ultimate parent company to
execute the Parent Company Guarantee; and(ii)
    
    give the Principal a copy of the Parent Company Guarantee duly
executed by the Supply Contractors ultimate parent company.
 (c)
    
    The Contractor shall have no Entitlement to any payment unless and until the
duly executed Parent Company Guarantee is provided in accordance with this clause 22.4.
 27.




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22.5
    
    Waiver of rightsA right may only be waived in writing, signed by the party giving the waiver, and:
 (a)
    
    (conduct) no other conduct of a party (including a failure to exercise, or
delay in exercising, the right) operates as a waiver of the right or otherwise prevents
the exercise of the right;(b)
    
    (one occasion) a waiver of a right on one or more occasions does not operate as
a waiver of that right if it arises again; and(c)
    
    (further exercise) the exercise of a right does not prevent any further
exercise of that right or of any other right.
 22.6
    
    Operation of this Contract
 (a)
    
    (rights preserved) Any right that the Principal may have under this Contract is
in addition to, and does not replace or limit, any other right that the Principal may
have.(b)
    
    (severance) Any provision of this Contract which is unenforceable or partly
unenforceable is, where possible, to be severed to the extent necessary to make this
Contract enforceable, unless this would materially change the intended effect of this
Contract.
 22.7
    
    Operation of indemnities
 (a)
    
    (survive termination) Each indemnity in this Contract survives the expiry or
termination of this Contract.(b)
    
    (recovery) A party may recover a payment under an indemnity in this Contract
before it makes the payment in respect of which the indemnity is given.
 22.8
    
    ConsentsWhere this Contract contemplates that the Principal may agree or consent to something
(however it is described), the Principal may:
 (a)
    
    (discretion) agree or consent, or not agree or consent, in its absolute
discretion; and(b)
    
    (conditions) agree or consent subject to conditions,
 unless this Contract expressly contemplates otherwise.
 22.9
    
    Inconsistency with other documentsIf this Contract is inconsistent with any other document or agreement between the parties,
this Contract prevails to the extent of the inconsistency.22.10
    
    CounterpartsThis Contract may be executed in counterparts.22.11
    
    AttorneysEach person who executes this Contract on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney.
 28.




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SCHEDULE 1
 ADDITIONAL CONDITIONS
 1.
    
    Third Party Introductions
  2.
    
    Termination For Reasons Other Than Cause
 (a)
    
    Notwithstanding any other provision of this Contract, if:
 (i)
    
    in the Principals reasonable opinion, the continuation of
mining operations at the Mine is not economically viable and the Principal no
longer requires the Services (or any similar services);(ii)
    
    after consultation with the Supply Contractor, the Principal
makes the decision to move to a contract mining model and the contractor
selected to deliver mining services no longer requires the Services to be
provided by the Supply Contractor; or(iii)
    
    a material change in control of the Principal occurs,
   (i)
    
    a change in the executive management of the Principal following
the acquisition of greater than 25% of the issues capital of the Principal by a
third party;(ii)
    
    the acquisition, by a third party, or greater than or equal to
51% of the issued capital of the Principal; or(iii)
    
    any significant divestment of business interests by the
Principal.
 (a)
    
    If this Contract is terminated pursuant to the above additional condition 5(a),
the Principal shall pay the Supply Contractor:
 (i)
    
    the value of the Services executed by the Supply Contractor to
the date of termination;(ii)
    
    except to the extent already covered by a payment under
sub-clause (i) above, the cost of materials or products ordered for the
Services to the extent the Supply Contractor cannot cancel such orders provided
that:
 (A)
    
    upon payment by the Principal, the unencumbered
title to the materials or products passes to the Principal; and
 29.




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(B)
    
    the materials or products have not been
prematurely ordered;
 (iii)
    
    reasonable demobilisation costs incurred by the Supply
Contractor, including reasonable costs to remove any proprietary equipment from
any items of Constructional Plant prior to being transferred to the Principal;
and(iv)
    
    less the amount of any money which is due or which may become
due from the Supply Contractor to the Principal in respect of this Contract or
the Services and amounts already paid to the Supply Contractor in respect of
the Contract.
 (b)
    
    Except to the extent set out in the above additional condition 5(b), the Supply
Contractor shall have no entitlement as a consequence of termination, (including any
consequential costs, losses or damages, loss of profits or loss of opportunity).
 3.
    
    Commencement Date3.1.
    
    Target DateSubject to additional condition clause 3.2, the Supply Contractor
must use its best endeavours to commence providing the Services on or
before         and in sufficient time to allow for the operation
of the Explosives Services Contract.3.2
    
    Revised DateOn 31 January 2008, the Supply Contractor must provide written notice
to the Principal of a revised fixed Commencement Date between the
dates of        . In providing the
revised fixed Commencement Date, the Supply Contractor must use its
best endeavours to commence providing the Services as close as
possible to         .3.3
    
    Commencement Date earlier thanIf the Commencement date is earlier than         , then the
Principal must pay the Supply Contractor in accordance with the
following:
 (i)
    
    For a Commencement Date between
         and         (inclusive), an
amount of(ii)
    
    For a Commencement Date between
        and         (inclusive), an
amount of         or(iii)
    
    For a Commencement Date between
        and         (inclusive), an
amount of
 3.4
    
    Commencement Date later than
         but on or beforeIf the Commencement date is later than
         on or before         , then the Supply Contractor must pay
the Principal in accordance with the following:
 (i)
    
    For a Commencement Date between         and         (inclusive),
an amount of
 3.5
    
    Commencement Date afterIf the Commencement Date is later than         , then the Supply Contractor must pay
the Principal an amount of         (adjusted on a pro-rata basis for partial
months) from          until the Commencement Date.3.6
    
    Complete statement of entitlementsThe amounts set out in this clause represent the Principals genuine pre-estimate of the
loss it will suffer should the Supply Contractor fail to commence providing the Services in
 30.




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accordance with this clause or the gains it will make if the Supply Contractor commences
providing the services earlier.Other than as set out in this Contract, neither party shall have any right to seek
additional compensation specifically in relation to the Commencement Date other than in
accordance with this clause.
 31.




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SCHEDULE 2
 SCOPE OF WORK
 Services
   Stock Levels
    
    Lead Time
    
    Lead Time
    
    Lead TimeMin
    
    Max
    
    ex Lae
    
    ex Australia
    
    ex USASurface Delays
    
    FireX TLPrimaFireDetonating Cord
    
    Fireline 8/40 RDX LSFireline P8HTBooster
    
    Trojan 400Powermite ThermoLead in Lines
    
    FireX Starter
  Stock Levels
    
    Lead TimeMin
    
    MaxAmmonium Nitrate Prill
 Products
  32.




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Products Performance Standards
  
    
    For Moderate and hot ground (70-130 degrees Celsius) relevant Products will be slept in
holes for up to 8 hours, until satisfactory completion of field validation trials provided
such field trials must be completed by no later than one month after the Commencement Date.
    
    For cold ground (below 70 degrees Celsius) relevant Products will be slept in holes for
up to 12 hours, until satisfactory completion of field validation trials provided such
field trials must be completed by no later than one month after the Commencement Date.
 REFERENCE INFORMATION
  
    
    Material movement figures (BCM) for the 5 year contract period. (Indicative Only)
 Year
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011Very-Soft material
    
    
    1,402,216
    
    
    
    1,747,932
    
    
    
    2,250,383
    
    
    
    819,528
    
    
    
    5,956,970Soft material
    
    
    16,075,362
    
    
    
    6,358,372
    
    
    
    10,568,886
    
    
    
    408,191
    
    
    
    3,684,152Medium material
    
    
    6,417,157
    
    
    
    6,029,883
    
    
    
    8,477,175
    
    
    
    9,229,110
    
    
    
    2,231,360Hard material
    
    
    3,981,631
    
    
    
    5,850,376
    
    
    
    5,757,399
    
    
    
    11,044,535
    
    
    
    6,761,704Total to blast
    
    
    27,876,367
    
    
    
    19,986,562
    
    
    
    27,053,842
    
    
    
    21,501,364
    
    
    
    18,634,186
 
    
    Estimate Product consumption figures for the 5 year contract period.
 Estimated Bulk Tonnes of
    
    Estimated total holes toYear
    
    explosives
    
    charge20072008200920102011
 33.




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##### 



Excluded Services
  Pre-Contract Information
 Nil
 Mine information including Mine Access Road
  OHSE Plan
  Mine Procedures
  34.




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##### 



SCHEDULE 3
 SAFETY PRINCIPLES
 dnx Injury Rates
 35.




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##### 



SCHEDULE 4
 DRAWINGS AND SPECIFICATIONS
  36.




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##### 



SCHEDULE 5
 PROGRAM OF WORKS
  37.




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##### 



SCHEDULE 6
 CONTRACT PRICE
 Price Table (Variable Costs)
 Cost/unitNo.
    
    Temperature Regime
    
    Unit
    
    (A$/ea)1.
    
    Cold (20-70°)
    
    Nonel MS HD 6m2.
    
    Sleep 12 hrs
    
    Nonel MS HD 15m3.
    
    
    
    Ammonium Nitrate
Prill for Emulsion
Manufacture4.
    
    
    
    HDP 400 Booster5.
    
    Moderate (70-100°)
    
    HT PETN Cord/m6.
    
    Sleep 8 hrs
    
    Ammonium Nitrate
Prill for Emulsion
Manufacture7.
    
    
    
    HT Packaged Booster8.
    
    Hot (100-130°)
    
    HT RDX Cord/m9.
    
    Sleep 8 hrs
    
    Ammonium Nitrate
Prill for Emulsion
Manufacture10.
    
    
    
    HT Packaged Booster11.
    
    Accessories
    
    Nonel EZTL 9m12.
    
    
    
    Nonel EZTL 12m13.
    
    
    
    Lead-in Line 300m
  38.




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##### 



Rise and Fall
 Products rise and fall adjustments
 st Review
Date
 39.




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##### 



SCHEDULE 7
 FORM OF PARENT COMPANY GUARANTEE
 DATE
 PARTIES
 1.
    
    Dyno Nobel Asia Pacific Ltd ABN 38 003 269 010 of Level 20, 111 Pacific Highway, North Sydney
NSW 2060, Australia (Guarantor)2.
    
    Lihir Gold Limited ARBN 069 803 998 of Level 7, Pacific Place, Corner of Musgrave Street and
Champion Parade, Port Moresby, National Capital District, PNG (Principal)
 BACKGROUND
 A.
    
    The Principal and dnx Australia Pty Ltd (Supply Contractor) have entered into a Product
Supply Contract dated on or about the date of this Deed (Contract).B.
    
    The Principal has entered into the Contract conditionally upon the Guarantor signing this
Deed.
 OPERATIVE PROVISIONS
 1
    
    GUARANTEE OF PERFORMANCE1.1
    
    The Guarantor guarantees to the Principal the due and punctual performance of every legal,
equitable, contractual, statutory or other duty, undertaking, warranty, guarantee, indemnity,
covenant, agreement or other obligation on the part of the Supply Contractor which at any time
arises under or in connection with the Contract, including without limitation:
 (a)
    
    any obligation on the part of the Supply Contractor to pay the Principal any
liabilities under the Contract;(b)
    
    the performance of the Services (as defined in the Contract); and(c)
    
    any obligation arising from any variation to the Contract:
 (i)
    
    agreed between the Supply Contractor and the Principal; or(ii)
    
    made in accordance with the Contract;
 at any time, whether or not the Guarantor is aware of or consents to the variation.
 (all called for the purposes of this Deed, Supply Contractors Obligations).2
    
    INDEMNITY FOR LOSS2.1
    
    The Guarantor indemnifies the Principal and agrees at all times to keep the Principal
indemnified from and against all damages, costs, losses, expenses and liabilities which the
Principal may suffer or incur due to the Supply Contractors Obligations not being performed,
observed or fulfilled and the Guarantor agrees that the indemnity given by the Guarantor under
this clause:
 (a)
    
    is a separate and additional obligation of the Guarantor under this Deed;(b)
    
    is given by the Guarantor as a principal indemnifier and not as a surety;(c)
    
    is given on the other terms of this Deed (with all necessary changes being
made) so far as those other terms can apply.
 40.




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##### 



3
    
    CONTINUING GUARANTEE AND INDEMNITY3.1
    
    This Deed is a continuing obligation and security and is not to be considered as wholly or
partially satisfied or discharged by the payment at any time or times hereafter of any sum or
sums of money for the time being due to the Principal under the Contract or by any settlement
of account or any other matter or thing whatsoever but extends to cover and be security for
all sums of money at any time due to the Principal despite any special payment, settlement of
account or other matter or thing whatsoever.4
    
    LIABILITY NOT DISCHARGED BY OTHER EVENTS4.1
    
    The liability of the Guarantor and the rights of the Principal under this Deed are not
affected by:
 (a)
    
    any neglect or omission to enforce such rights;(b)
    
    the liquidation or administration of the Contractor;(c)
    
    the termination or cancellation, of the Contract in whole or in part;(d)
    
    any other act, matter or thing which under the law relating to sureties would
or might but for this provision release the Guarantor from its obligations hereunder or
any part thereof.
 5
    
    GOVERNING LAW5.1
    
    This Deed and any matter arising in connection with it is governed by the laws of Queensland,
Australia and the parties submit to the non-exclusive jurisdiction of the Courts of that
State.6
    
    PARTIES SUCCESSORS AND ASSIGNS6.1
    
    References in this Deed to the Guarantor, the Principal and the Supply Contractor are taken
to include their respective successors and assigns.7
    
    LIMITATION OF LIABILITY7.1
    
    At all times, the extent of the Guarantors liability under this Deed is limited to the
liability owed by the Supply Contractor to the Principal under the Contract.
 EXECUTED
 EXECUTEDby Dyno Nobel Asia Pacific
Limitedin accordance with section 127 of
the Corporations Act 2001(Cth) in the
presence of:Signature of directorSignature of witnessSignature of director/secretaryName of witness  please printEXECUTEDby Lihir Gold Limitedby 
its duly authorised representative:Signature of witness
    
    Signature of authorised representativeName
    
    Name
 41.




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##### 



SCHEDULE 8
 TECHNICAL DATA SHEETS
  42.




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##### 



EXECUTEDas an agreement.EXECUTEDby Lihir Gold Limitedby 
its duly authorised representative:Signature of witness
    
    Signature of authorised representativeName
    
    NameEXECUTEDby dnx Australia Pty Ltd
by its duly authorised
representative:Signature of witness
    
    Signature of authorised representativeName
    
    Name
 43.