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BLAKE DAWSON WALDRON L A W Y E R S   RF Amendment Agreement Lihir Gold Limited ABN AMRO Bank N.V.
(Australian Branch) ABN AMRO Australia Limited The parties listed in schedule 2   Level 36 Grosvenor Place
225 George Street
Sydney NSW 2000
Telephone: (02) 9258 6000
Fax: (02) 9258 6999
 Execution Version   2005Ref: RFF AUC JMHC 02 1379 6955
   © Blake Dawson Waldron 2004




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CONTENTS 1.
    
    INTERPRETATION
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    Terms defined in the Syndicated Facility Agreement
    
    
    21.3
    
    Rules for interpreting this document
    
    
    22.
    
    CONSIDERATION
    
    
    23.
    
    CONDITIONS PRECEDENT
    
    
    24.
    
    AMENDMENT
    
    
    35.
    
    FEES
    
    
    45.1
    
    Participation Fee
    
    
    45.2
    
    Arranging Fee
    
    
    46.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    46.1
    
    Representations and warranties
    
    
    46.2
    
    Reliance on representations and warranties
    
    
    47.
    
    TRANSACTION DOCUMENT
    
    
    48.
    
    GENERAL
    
    
    48.1
    
    Governing law
    
    
    48.2
    
    Liability for expenses
    
    
    58.3
    
    Giving effect to this document
    
    
    58.4
    
    Amendment
    
    
    58.5
    
    Counterparts
    
    
    58.6
    
    Attorneys
    
    
    5Schedule1
    
    AMENDMENTS TO THE SYNDICATED FACILTY AGREEMENT
    
    
    62
    
    THE FINANCIERS
    
    
    9




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AMENDMENT AGREEMENT DATE
    
    
    2005PARTIES
 Lihir Gold LimitedARBN 069 803 998 (the Borrower) ABN AMRO Bank N.V. (Australian Branch)ARBN 079 478 612 (the Arranger) ABN AMRO Australia LimitedABN 78 000 862 797 (the Facility Agent) The Parties Listed in Schedule 2(the Financiers) RECITALS  A.
    
    The Borrower, the Facility Agent and the Financiers are party to a Syndicated Facility
Agreement dated 22 November 2000 under which a credit facility of US$50 million (reduced to
US$40 million on 30 June 2003 and further reduced to US$30 million on 30 June 2004) was made
available to the Borrower (the Syndicated Facility Agreement).B.
    
    The parties to the Syndicated Facility Agreement wish to amend the Syndicated Facility
Agreement in the manner set out below. OPERATIVE PROVISIONS 
  1.
    
    INTERPRETATION 
  1.1
    
    DefinitionsThe following definitions apply in this document.Effective Datehas the meaning given in clause 3.Mandate Lettermeans the letter between Lihir Gold Limited and ABN AMRO Bank N.V.
(Australian Branch) dated on or about 14 December 2004. 
  1.2
    
    Terms defined in the Syndicated Facility AgreementTerms that are not defined in clause 1.1 and that are defined in the Syndicated Facility
Agreement (as amended by this document) have the same meaning in this document. 
  1.3
    
    Rules for interpreting this documentThe provisions of clauses 1.2, 1.3, 1.4, 1.5 and 20 of the Syndicated Facility Agreement (as
amended by this document) apply as if set out in full in this document. 
  2.
    
    CONSIDERATIONEach party acknowledges that it has received valuable consideration for entering into this
document. 
  3.
    
    CONDITIONS PRECEDENT 2




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This document takes effect, and the parties agree to be bound by the Syndicated Facility
Agreement as amended by this document, from the date on which the Facility Agent notifies
the Borrower and the Financiers that it has received the following in form and substance
satisfactory to it (the Effective Date):  (a)
    
    a copy, certified by an Authorised Representative of the Borrower of:  (i)
    
    an extract of minutes of a meeting of the board of directors of
the Borrower approving the amendment and extension of the Facility, the
entering into of this document and the performing of its obligations under this
document and under the Syndicated Facility Agreement as amended by this
document;(ii)
    
    any power of attorney under which this document is executed on
behalf of the Borrower; and(iii)
    
    the Management Transition Plan (as defined in Schedule 1);  (b)
    
    evidence of all Authorisations required by the Borrower to ensure the validity
and enforceability of this document and the Syndicated Facility Agreement as amended by
this document;(c)
    
    this document, duly executed;(d)
    
    evidence that political risk insurance satisfactory to the Arranger is in
place;(e)
    
    an opinion of Blake Dawson Waldron, legal advisers to the Borrower, in relation
to the laws of PNG;(f)
    
    an opinion of Mallesons Stephen Jaques, legal advisers to the Facility Agent
and the Financiers;(g)
    
    a technical report from the Independent Engineer;(h)
    
    an audit report from PricewaterhouseCoopers;(i)
    
    a report on the Lihir Strategic Planning Model reconciled to the 5 Year Plan
from KPMG; and(j)
    
    a letter of consent acknowledging the amendments to the Syndicated Facility
Agreement effected by this document from Niugini Mining Limited and Nuigini Mining
(Australia) Pty Limited addressed to the Security Trustee and the Financiers. 
  4.
    
    AMENDMENT  (a)
    
    The Syndicated Facility Agreement is amended with effect on the Effective Date
as set out in schedule 1.(b)
    
    Paragraph (a) does not affect any right or obligation that arises before the
Effective Date.(c)
    
    The parties confirm and ratify the Syndicated Facility Agreement as amended by
this document. 3




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(d)
    
    The Borrower acknowledges and agrees that each of the Security Documents stands
as security for the Borrowers obligations and liabilities under the Syndicated
Facility Agreement as amended by this document and that each of the Security Documents
continues in full force and effect.(e)
    
    Each party confirms and agrees that the Transaction Documents continue in full
force and effect subject to the amendments effected pursuant to this document. 
  5.
    
    FEES 
  5.1
    
    Participation FeeThe Borrower shall pay to each Financier having a Commitment equal to or greater than US$10
million under the Syndicated Facility Agreement, as amended by this document, a
participation fee equal to 0.15% of such Financiers Commitment (as amended) payable, in
each case, on satisfaction of the conditions precedent referred to in clause 3 of this
document. 
  5.2
    
    Arranging FeeThe Borrower shall pay to the Arranger an arranging fee in accordance with the Mandate
Letter payable upon satisfaction of the conditions precedent referred to in clause 3 of this
document. 
  6.
    
    REPRESENTATIONS AND WARRANTIES 
  6.1
    
    Representations and warrantiesThe Borrower makes the representations and warranties set out in clause 9.1 of the
Syndicated Facility Agreement (other than the representation and warranty set out in clause
9.1(q)) on the date of this document and on the Effective Date, on the basis of the facts
and circumstances subsisting as at that date. For the avoidance of doubt, any reference to
Transaction Documents in clause 9.1 of the Syndicated Facility Agreement shall include
this document. 
  6.2
    
    Reliance on representations and warrantiesThe Borrower acknowledges that each of the other parties has executed this document and
agreed to take part in the transactions that it contemplates in reliance on the
representations and warranties that are made or repeated in this clause. 
  7.
    
    TRANSACTION DOCUMENTThe parties agree that this document is a Transaction Document for the purposes of the
Syndicated Facility Agreement. 
  8.
    
    GENERAL 
  8.1
    
    Governing lawThis document is governed by the law in force in New South Wales. 4




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8.2
    
    Liability for expensesThe Borrower must reimburse each of the other parties to this document on demand for
reasonable out-of-pocket expenses (including reasonable legal expenses, for each applicable
jurisdiction, of one law firm for all the Financiers) and Taxes incurred in connection with:  (a)
    
    the negotiation, preparation, execution, stamping and registration of this
document and any syndication documents relating to the Syndicated Facility Agreement
(as amended by this document);(b)
    
    any amendment to, or any consent, approval, waiver, release or discharge of or
under, this document; and(c)
    
    any amendment to, or any consent or approval in respect of the political risk
insurance referred to in clause 3(d) of this document,  including legal expenses on a full indemnity basis and expenses incurred in engaging
consultants. 
  8.3
    
    Giving effect to this documentEach of the parties to this agreement must do anything (including execute any document), and
must ensure that its employees and agents do anything (including execute any document), that
the other parties to this document may reasonably require to give full effect to this
document. 
  8.4
    
    AmendmentThis document can only be amended, supplemented, replaced or novated by another document
signed by the parties. 
  8.5
    
    CounterpartsThis document may be executed in counterparts. 
  8.6
    
    AttorneysEach person who executes this document 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. 5




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SCHEDULE 1 AMENDMENTS TO THE SYNDICATED FACILITY AGREEMENT  1.
    
    Clause 1.1 definition of Facility Limit  delete the words as reduced under clause 6.1.2.
    
    Clause 1.1 definition of Repayment Date  delete 2005 and insert in its place 2006.3.
    
    Clause 1.1  following the definition of Management Agreement insert the following new
definition: Management Transition Planmeans the document entitled the Lihir Gold Transition
Plan Document as presented to and approved by the board of directors of the
Borrower in January 2005.  4.
    
    Clause 6  delete clause 6.1 in its entirety and renumber the remaining sub-clauses of clause
6 and references within the Syndicated Facility Agreement to sub-clauses of clause 6
accordingly.5.
    
    Clause 10.2(f)  insert the following new subparagraph as a new subparagraph (vii): (vii) finance leases associated with the sale and leaseback of certain geothermal
power assets (which arrangement is subject to the approval of the Majority
Financiers which approval will not be unreasonably withheld).  6.
    
    Clause 12.3  delete clause 12.3 in its entirety and replace it with the following new clause
12.3: 12.3 Review Events  (a)
    
    If, without the consent of the Facility Agent (acting on the
instructions of all Financiers):  (i)
    
    a person not in control of the Borrower on the
date of the Syndicated Facility Agreement acquires control of the
Borrower after the date of the Syndicated Facility Agreement; or(ii)
    
    the Management Transition Plan is:(A)
    
    terminated;(B)
    
    suspended;(C)
    
    amended in a material respect; or(D)
    
    not complied with in any material respect, then the Borrower shall be obliged to notify the Facility Agent of such
event (in each case, a Review Event) promptly after it becomes aware of
the occurrence of such Review Event. The Facility Agent may give a 6




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notice to the Borrower within 30 days of being notified of the occurrence of
such Review Event requiring that the Facility be restructured in a manner
satisfactory to the Facility Agent and amendments be made to the Transaction
Documents, including, without limitation, by amending the Facility Limit,
the Repayment Date or the Margin. For the purposes of this clause 12.3, control shall have the meaning given
to that term in section 50AA of the Corporations Act 2001(Cth).  (b)
    
    If the Borrower agrees to the restructuring of the Facility,
and the amendments to the Transaction Documents requested by the Facility Agent
under paragraph (a), then the Borrower and the Facility Agent shall amend the
Transaction Documents to effect such restructuring and amendments.(c)
    
    If the Borrower does not agree to the restructuring of the
Facility and the amendments to the Transaction Documents (and the Borrower must
notify the Facility Agent of its acceptance within 10 Business Days of receipt
of a notice under paragraph (a)), then the Borrower agrees that, within 180 days
of receipt of the notice from the Facility Agent under paragraph (a), it will
repay the Principal Outstanding under the Syndicated Facility Agreement at that
time, plus all interest, fees, costs and other amounts payable under the
Transaction Documents. 7




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7.
    
    Schedule 1  Delete the schedule in its entirety and replace with the following
schedule: DETAILS OF FINANCIERS FINANCIER DETAILS FOR NOTICES AND US DOLLAR
    
    COMMITMENTS    (US$)ACCOUNTABN AMRO Australia Limited/ABN AMRO Bank N.V.
ABN AMRO Tower
88 Phillip Street
Sydney NSW 2001
Fax No. 02 8259 5411
Attention: Erwin Estlemann
    
    $15,000,000Commonwealth Bank of Australia
Level 15
52 Martin Place
Sydney NSW 2000
Fax No. 02 9513 1002
Attention: James Rickward
    
    $15,000,000Société Générale Australia Branch
Level 21
400 George Street
Sydney NSW 2000
Fax No. 02 92231779
Attention: Charles Loxton
    
    $10,000,000Macquarie Bank Limited
No. 1 Martin Place
Sydney NSW 2000
Fax No. 02 8232 3590
Attention: Jonathan Rourke
    
    $10,000,000
 8




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SCHEDULE 2 THE FINANCIERS ABN AMRO Australia Limited/ABN AMRO Bank N.V. Commonwealth Bank of Australia Société Générale Australia Branch Macquarie Bank Limited 9




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EXECUTEDas a agreement. The Borrower SIGNEDfor LIHIR GOLD LIMITEDBunder power of
attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 The Facility Agent SIGNEDfor ABN AMRO AUSTRALIA LIMITEDunder
power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 The Financiers SIGNEDfor ABN AMRO BANK N.V.under power of
attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 10




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SIGNEDfor ABN AMRO AUSTRALIA LIMITED
under power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorneySIGNEDfor COMMONWEALTH BANK OF AUSTRALIA
under power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorneySIGNEDfor SOCIÉTÉ GÉNÉRALE AUSTRALIA
BRANCHunder power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 11




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SIGNEDfor MACQUARIE BANK LIMITEDunder
power of attorney in the presence of:Signature of attorneySignature of witness
    
    NameName
    
    Date of power of attorney
 12