<PAGE>
                                                                    Exhibit 2(a)



MALLESONS STEPHEN JAQUES

Syndicated Facilities Agreement

Dated 13 September 2005

Lihir Gold Limited (ARBN 069 803 998) ("Borrower")
ABN AMRO Australia Limited (ACN 000 862 797) ("Security Trustee")
ABN AMRO Australia Limited (ACN 000 862 797) ("Facility Agent")
ABN AMRO Bank N.V. (Australia Branch) (ARBN 079 478 612) ("Arranger")
The persons described in schedule 1 ("Initial Financiers")

MALLESONS STEPHEN JAQUES
Level 60
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
www.mallesons.com
Ref: YC:GS:MYT

<PAGE>

Syndicated Facilities Agreement
Contents

<TABLE>
<S>                                                                         <C>
DETAILS                                                                       1
GENERAL TERMS                                                                 3

1       INTERPRETATION                                                        3
1.1     Definitions                                                           3
1.2     Rules for interpreting this document                                 21
1.3     Headings                                                             22
1.4     Business Day                                                         22
1.5     Rights and obligations several                                       23

2       THE FACILITY                                                         23
Part A - Revolving Credit Facility                                           23
2.1     Availability of the Revolving Credit Facility                        23
2.2     Borrower's right to draw an RCF Advance under the
        Revolving Credit Facility                                            23
2.3     Participation in RCF Advances                                        24
2.4     Payment of RCF Advances                                              24
2.5     Financiers' lending office                                           24
2.6     Purpose of the Revolving Credit Facility                             24
Part B - Gold Facility                                                       24
2.7     Availability of the Gold Facility                                    24
2.8     not used                                                             25
2.9     Borrower's Right to Request Delivery of the Gold Advance
        under the Gold Facility                                              25
2.10    Participation in the Gold Advance                                    25
2.11    Delivery and Conditions of the Gold Advance                          25
2.12    Financiers' lending office                                           26
2.13    Purpose of the Gold Facility                                         26

3       CONDITIONS PRECEDENT                                                 26
3.1     Conditions precedent to delivery of first Drawdown Notice            26
3.2     Conditions precedent to drawing of an RCF Advance or the Gold
        Advance                                                              26

4       INTEREST PERIODS AND INTEREST                                        26
4.1     Interest Periods and splitting or combining RCF Advances             26
4.2     Borrower may change Interest Periods in respect of an RCF
        Advance                                                              27
4.3     Adjustment of last day of Interest Periods                           27
4.4     Payment of interest and notification of Interest Rate                27
4.5     Interest on Unpaid Amounts                                           28
4.6     Further interest                                                     28
4.7     Accrual of interest                                                  28
4.8     Payment and capitalisation of Default Interest                       29
4.9     Obligation to pay or deliver unaffected                              29
4.10    Inability to determine LIBOR                                         29
4.11    Gold market disruption                                               29
</TABLE>


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<TABLE>
<S>                                                                         <C>
5       FEES                                                                 30
5.1     Commitment fee                                                       30
5.2     Arranging fee, participation fee                                     30
5.3     Agency fee                                                           30
5.4     PRI premium                                                          30

6       REPAYMENT AND PREPAYMENT                                             31
Part A - Revolving Credit Facility                                           31
6.1     Final repayment of RCF Advances                                      31
6.2     Notice of prepayment of RCF Advances                                 31
6.3     Prepayment of RCF Advances                                           31
6.4     Minimum amount for prepayment of RCF Advances                        31
Part B - Gold Facility                                                       31
6.5     Re-delivery of the Gold Advance                                      31
6.6     Reduction of Gold Facility Limit and Financiers' Gold
        Commitments                                                          32
6.7     Notice of voluntary pre-delivery of the Gold Advance                 32
6.8     Voluntary pre-delivery of the Gold Advance                           33
6.9     Minimum Quantity for voluntary pre-delivery of the Gold
        Advance                                                              33
6.10    Effect of a voluntary pre-delivery of Gold                           33
6.11    Mandatory pre-delivery of the Gold Advance                           33
6.12    Effect of a Mandatory Gold Pre-delivery                              34

7       PAYMENTS AND DELIVERIES GENERALLY                                    34
7.1     Manner of payment or delivery                                        34
7.2     No set-off or withholding                                            35
7.3     Distribution by Facility Agent                                       35
7.4     Distribution of actual receipts                                      35
7.5     Effect of payment to Facility Agent                                  36
7.6     Order of distribution                                                36
7.7     Grossing up                                                          36
7.8     Currency of payment                                                  38
7.9     Indirect Tax gross up                                                38
7.10    Refund                                                               39

8       CANCELLATION                                                         39
8.1     Cancellation of Total RCF Commitments                                39
8.2     Cancellation notice                                                  39
8.3     Proportional reductions                                              40

9       REPRESENTATIONS AND WARRANTIES                                       40
9.1     Representations and warranties                                       40
9.2     Reliance on representations and warranties                           42
9.3     Repetition of representations and warranties                         42

10      UNDERTAKINGS                                                         43
10.1    General undertakings                                                 43
10.2    Budget and negative undertakings                                     45
10.3    Reporting undertakings                                               49
10.4    PRI top-up undertaking                                               50
10.5    Cost-to-Complete test                                                51
</TABLE>


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<TABLE>
<S>                                                                         <C>
11      BANK ACCOUNTS                                                        52
11.1    Maintaining bank accounts                                            52
11.2    Opening of Off-shore Secured Accounts                                52
11.3    Operation of Off-shore Secured Accounts                              52
11.4    Off-shore Accounts                                                   53
11.5    Insurance Account                                                    55
11.6    Distribution Accounts                                                55
11.7    Onshore Account                                                      56
11.8    General provisions for accounts                                      56
11.9    Authorised Investments                                               57
11.10   Resignation and removal                                              57
11.11   Transfer of accounts                                                 57
11.12   Unallocated Bullion Account                                          57
11.13   Operation of Unallocated Bullion Account                             58
11.14   Unallocated Bullion Account                                          58

12      DEFAULT AND REVIEW EVENTS                                            59
12.1    Events of Default                                                    59
12.2    Consequences of an Event of Default                                  62
12.3    Review Events                                                        62
12.4    Conversion of Gold Outstandings                                      63

13      INCREASED COSTS AND ILLEGALITY                                       64
13.1    Increased costs                                                      64
13.2    Consequences of increased cost                                       65
13.3    Prepayment following increased cost                                  65
13.4    Effect of notice following increased cost                            65
13.5    Illegality                                                           66
13.6    Termination of Financier's obligations                               66
13.7    Prepayment before illegality                                         66
13.8    Prepayment following illegality                                      66

14      COSTS AND CURRENCY INDEMNITY                                         67
14.1    Costs                                                                67
14.2    Currency indemnity                                                   68
14.3    Certificate                                                          68

15      FACILITY AGENT, ARRANGER AND INDEPENDENT ENGINEER                    69
15.1    Appointment of Facility Agent                                        69
15.2    Nature of relationship                                               69
15.3    Instructions from Majority Financiers                                70
15.4    Information to and consultation with Financiers                      71
15.5    Occurrence of default                                                72
15.6    Receipts and business activities of Facility Agent, Arranger
        and Financiers                                                       72
15.7    Performance of Facility Agent's obligations                          73
15.8    Facility Agent may rely on certain matters                           74
15.9    Facility Agent may assume certain matters                            74
15.10   Offices of Financiers                                                74
15.11   Identity of Financiers                                               74
15.12   Protection of the Facility Agent and the Arranger                    74
15.13   Facility Agent not responsible for monitoring                        75
15.14   Information concerning Borrower                                      76
</TABLE>


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<TABLE>
<S>                                                                         <C>
15.15   Borrower not concerned with Facility Agent's authority               76
15.16   Facility Agent indemnified by Financiers                             76
15.17   Facility Agent or Arranger as Financier                              77
15.18   Change of Facility Agent                                             77
15.19   Independent Engineer                                                 78

16      REDISTRIBUTION OF PAYMENTS BETWEEN FINANCIERS                        79
16.1    Notice of direct receipts                                            79
16.2    Redistribution of excess payments                                    79
16.3    Reimbursement following clawback                                     80
16.4    Borrower remains liable                                              80
16.5    Failure of ali Financiers to join in litigation                      80
16.6    Claims paid under the political risk insurance policy                81

17      ASSIGNMENTS AND SUBSTITUTIONS                                        81
17.1    Successors and assigns                                               81
17.2    Assignment by Borrower                                               81
17.3    Assignment of rights by Financier                                    81
17.4    Substitution by Financier                                            81
17.5    Procedure for substitution                                           82
17.6    Consequences of substitution                                         83
17.7    not used                                                             83
17.8    Disclosure                                                           83
17.9    No grossing up or increased costs in certain circumstances           84
17.10   Multipartite substitutions                                           84
17.11   Political risk insurer                                               84
17.12   Costs                                                                84

18      AMENDMENTS AND WAIVERS                                               85
18.1    Agreement of Majority Financiers                                     85
18.2    Agreement to all Financiers                                          85
18.3    Waiver generally                                                     86

19      CONFIDENTIALITY                                                      86
19.1    Non-disclosure                                                       86
19.2    Limitation of access                                                 87
19.3    Disclosure requirement                                               87
19.4    Confidentiality between roles                                        87

20      NOTICES                                                              88
20.1    Method of giving notices                                             88
20.2    Time of receipt                                                      88
20.3    Address for notices                                                  88
20.4    Electronic transmission of notice                                    88

21      LAW AND JURISDICTION                                                 89
21.1    Governing law                                                        89
21.2    Submission to jurisdiction                                           89
21.3    Service                                                              89

22      GENERAL                                                              90
22.1    Set-off                                                              90
22.2    Facility Agent's statement                                           90
22.3    Severability                                                         90
</TABLE>


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<TABLE>
<S>                                                                         <C>
22.4    Exercise of Rights                                                   90
22.5    Waiver and variation                                                 91
22.6    Supervening legislation                                              91
22.7    Remedies cumulative                                                  91
22.8    Indemnities                                                          91
22.9    Counterparts                                                         91
22.10   Attorneys                                                            91

SCHEDULE 1 - DETAILS OF FINANCIERS                                           92
SCHEDULE 2 - CONDITIONS PRECEDENT                                            97
SCHEDULE 3 - PART 1 DRAWDOWN NOTICE RCF ADVANCE                              99
SCHEDULE 3 - PART 2 DRAWDOWN NOTICE GOLD ADVANCE                            100
SCHEDULE 4 - NOTICE OF VARYING INTEREST PERIOD                              101
SCHEDULE 5 - SUBSTITUTION CERTIFICATE                                       102
SCHEDULE 6 - LOAN LIFE COVER RATIO                                          110
SIGNING PAGE                                                                111
</TABLE>


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Syndicated Facilities Agreement

Details

INTERPRETATION - Definitions are in clause 1.1 ("Definitions")

<TABLE>
<CAPTION>
                 BORROWER, SECURITY TRUSTEE, FACILITY AGENT, ARRANGER AND
PARTIES          INITIAL FINANCIERS
-------          --------------------------------------------------------
<S>              <C>         <C>
BORROWER         Name        LIHIR GOLD LIMITED

                 ARBN        069 803 998

                 Address     Level 7
                             Pacific Place
                             Cnr Champion Parade and Musgrave Street
                             Port Moresby
                             Papua New Guinea

                 Fax         +67 5 321 4705 (General Manager Financial
                             and Commercial and Chief Financial Officer)

                 Attention   General Manager Financial and Commercial
                             and Chief Financial Officer

SECURITY         Name        ABN AMRO AUSTRALIA LIMITED
TRUSTEE
                 ABN         78 000 862 797

                 Address     Level 26, ABN AMRO Tower
                             88 Phillip Street
                             Sydney NSW 2000

                 Fax         +61 2 8259 5499

                 Attention   Margaret Martin

FACILITY AGENT   Name        ABN AMRO AUSTRALIA LIMITED

                 ABN         78 000 862 797

                 Address     Level 26, ABN AMRO Tower
                             88 Phillip Street
                             Sydney NSW 2000

                 Fax         +61 2 8259 5499

                 Attention   Margaret Martin
</TABLE>


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<TABLE>
<S>              <C>         <C>
ARRANGER         Name        ABN AMRO BANK N.V. (AUSTRALIA BRANCH)

                 ARBN        079 478 612

                 Address     Level 26, ABN AMRO Tower
                             88 Phillip Street
                             Sydney NSW 2000

                 Fax         +61 2 8259 5411

                 Attention   Erwin Elstermann

INITIAL          Each person listed in schedule 1
FINANCIERS

DATE OF          See Signing page
AGREEMENT
</TABLE>


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Syndicated Facilities Agreement

General terms

1    INTERPRETATION

1.1  DEFINITIONS

     ACCESS INFORMATION means all user identifiers, passwords or other
     information necessary for access to the secure website contemplated under
     clause 20.4 ("Electronic transmission of notice").

     ACCOUNT BANK means Commonwealth Bank of Australia (ACN 123 123 124) or such
     other bank or financial institution appointed in accordance with clause 11
     ("Bank accounts").

     ACCOUNTING STANDARDS means all accounting standards or principles that are
     required to be complied with by any law of PNG and International Financial
     Reporting Standards.

     ACCOUNTS means, for a period, a profit and loss statement and statement of
     cash flows for that period, and a balance sheet as at the end of that
     period, together with any notes to them and any statement or report that is
     required by applicable law to be prepared in relation to them.

     ADVANCE means the Gold Advance or an RCF Advance, or both as the context
     may require.

     APPROVED PURPOSE means:

     (a)  in respect of the Gold Facility (and following the sale of the Gold
          drawn down under the Gold Advance in accordance with clause 2.13):

          (i)  the refinancing of the Refinanced Corporate Facility in an amount
               not exceeding US$50,000,000;

          (ii) the close-out or funding of the restructure of any Hedging
               Contracts with Existing Financiers that are in existence at the
               date of this agreement estimated to be US$60,000,000 (being the
               amount calculated at a Gold spot price of US$435 per Ounce) as
               adjusted by agreement between the Borrower and the Facility Agent
               to reflect any fluctuation in the Gold spot price;

          (iii) the funding of Costs incurred by the Borrower in connection with
               the Facilities; and

          (iv) the balance, denominated in US Dollars, to be placed into an
               Off-shore Account to fund costs associated with the Flotation
               Plant Expansion and associated mining equipment; and


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     (b)  in respect of the Revolving Credit Facility, the general working
          capital requirements of the Borrower which, for the avoidance of
          doubt, excludes:

          (i)  the items described in paragraphs (a)(i) - (iv) above; and

          (ii) any capital expenditure associated with the Geothermal Power
               Plant Expansion.

     ARRANGER means ABN AMRO Bank N.V. (Australia Branch) (ARBN 079 478 612).

     AUTHORISATION means any approval, authorisation, consent, exemption,
     filing, licence, notarisation, registration or waiver, however described,
     and any renewal or variation of any of them.

     AUTHORISED DISBURSEMENTS means in relation to the Borrower:

     (a)  the Borrower's operating expenses for the Project and all other
          corporate and related expenses of the Borrower, including without
          limitation:

          (i)  amounts payable under project agreements;

          (ii) expenses on exploration (non-mining lease exploration expenditure
               to be capped at US$1,000,000 per annum);

          (iii) royalties;

          (iv) research and development costs incurred in connection with the
               investigation and trial of alternative ore treatment options not
               exceeding US$1,000,000 per annum;

          (v)  loans to local inhabitants of Lihir Island to assist in business
               or community affairs; and

          (vi) other amounts incurred in connection with the operation and
               maintenance of the Project;

     (b)  the Borrower's Mine Capital Expenditure;

     (c)  the Borrower's Expansion Capital Expenditure;

     (d)  Hedging Payments to be made by the Borrower;

     (e)  all payments required to be made by the Borrower in respect of
          Financial Indebtedness referred to in clauses 10.2(f)(i), (iii), (v),
          (vi), (vii) and (ix) ("Financial Indebtedness") provided that
          aggregate payments in respect of the Financial Indebtedness referred
          to in clause 10.2(f)(vii) ("Financial Indebtedness") do not exceed
          US$1,500,000 per annum;

     (f)  Taxes; and


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     (g)  any other amounts agreed with the Facility Agent (acting on the
          instructions of the Majority Financiers).

     AUTHORISED INVESTMENT means:

     (a)  an obligation of any person whose short term unsecured obligations, at
          the date of purchase are rated at least A1 by Standard and Poor's or
          P1 by Moody's Investor Services so long as the obligation is repayable
          within 365 days; and

     (b)  an obligation of any person which is repayable within 365 days if that
          obligation is guaranteed by an entity whose short term unsecured
          obligations are rated at least A1 by Standard and Poor's or P1 by
          Moody's Investor Services; and

     (c)  where the Authorised Investment is denominated in Kina and made out of
          proceeds in the Onshore Account, an obligation of, or guaranteed by,
          the government of Papua New Guinea and repayable within 365 days or an
          obligation, of any of the following institutions which is repayable
          within 365 days:

          (i)  Westpac Bank - PNG - Limited;

          (ii) Bank South Pacific Limited;

          (iii) Australian & New Zealand Banking Group (PNG) Ltd;

          (iv) any other bank acceptable to the Facility Agent.

     AUTHORISED REPRESENTATIVE means:

     (a)  in respect of any Financier:

          (i)  any company secretary or director of that Financier or any
               officer of that Financier whose title or office includes the word
               "manager" or "director"; or

          (ii) any person acting with any such title or in any such office; or

          (iii) any person or a person holding any position nominated by or on
               behalf of that Financier as an Authorised Representative by
               notice to the Facility Agent and the Borrower; and

     (b)  in respect of the Borrower, any person nominated by or on behalf of
          the Borrower as an Authorised Representative by notice signed by a
          director of the Borrower to the Facility Agent, the notice being
          accompanied by and certifying the correctness of a copy of the
          signature of any person so nominated.

     BASE CASE means the base case model to be produced by the Borrower pursuant
     to clause 10.2(b) ("Base Case").

     BUSINESS DAY means:


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     (a)  for determining when a notice, consent or other communication is
          given, a day that is not a Saturday, Sunday or public holiday in the
          place to which the notice, consent or other communication is sent;

     (b)  for any purpose involving US Dollars (including in relation to a
          payment or delivery to be made in, or a transaction or calculation), a
          day (other than a Saturday, Sunday or public holiday) on which banks
          and foreign exchange markets are open for general banking business in
          Sydney, in New York and London; and

     (c)  for any other purpose a day (other than a Saturday, Sunday or public
          holiday) on which banks are open for general banking business in
          Sydney or London.

     CALCULATION DATE means 30 June and 31 December in each year prior to the
     Repayment Date commencing on and from 31 December 2007.

     CALCULATION PERIOD means, for each Calculation Date, the period of 12
     months ending on the Calculation Date with the first Calculation Date being
     31 December 2007.

     CONTROLLER means a receiver, receiver and manager or administrator.

     COSTS includes costs, charges and expenses, including those incurred in
     connection with advisers.

     CP SATISFACTION DATE means the date that the Facility Agent notifies the
     Borrower and the Initial Financiers that it is satisfied that the
     conditions precedent to the first Drawdown Notice have been satisfied in
     accordance with clause 3.1 ("Conditions precedent to delivery of first
     Drawdown Notice").

     CURRENT DOLLAR VALUE means, with respect to a quantity of Gold on any
     Business Day, the value in US Dollars of such quantity of Gold loco London
     determined by multiplying such quantity of Gold (in Ounces) by the London
     Gold Price on that Business Day.

     DEBT SERVICE COVER RATIO means in respect of any Calculation Period, the
     ratio of:

     (a)  Project Cashflow for the period (as at the Calculation Date); to

     (b)  Debt Service Payments for the period,

     each calculated on the basis of the latest accounts for that period.

     DEBT SERVICE PAYMENTS means, at any time, in respect of any Calculation
     Period the sum of:

     (a)  all interest expense, PRI expense and any other amounts in the nature
          of interest or borrowing charges paid or which, in accordance with
          current accounting practice are or would be regarded as payable or
          incurred by the Borrower during that period; and


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     (b)  in relation to the Gold Facility, the sum of the Current Dollar Values
          as at each relevant Interest Payment Date, fee payment date or other
          payment date, of all Gold interest or fees (in Ounces) delivered or
          which in accordance with current accounting practice would be regarded
          as deliverable or incurred by the Borrower during that period on such
          dates; and

     (c)  in relation to the Gold Facility, the sum of the Current Dollar Values
          as at each Gold Repayment Date, of all quantities of Gold (in Ounces)
          re-delivered or which were required to be re-delivered by the Borrower
          during that period on such dates (other than any voluntary
          pre-deliveries under clause 6.7 ("Notice of voluntary pre-delivery of
          the Gold Advance"), Mandatory Gold Pre-deliveries under clause 6.11
          ("Mandatory pre-delivery of the Gold Advance") and voluntary
          prepayments of Gold following increased costs under clause 13.3
          ("Prepayment following increased cost").

     DEED OF CHARGE (EXISTING AUSTRALIAN ASSETS) means the deed of charge
     (existing Australian assets) dated 22 November 2000 between the Borrower
     and the Security Trustee.

     DEED OF CHARGE (FUTURE AUSTRALIAN ASSETS) means the deed of charge (future
     Australian assets) dated 22 November 2000 between the Borrower and the
     Security Trustee.

     DEFAULT INTEREST PERIOD means, for any Unpaid Amount, a period of 30 days
     beginning on the day on which the Unpaid Amount fell due for payment or
     delivery or re-delivery, as the case may be, or on the last day of a
     preceding Default Interest Period.

     DEFAULT RATE means, for each Default Interest Period, the rate per annum
     which is the sum of:

     (a)  two per cent; and

     (b)  the applicable Interest Rate determined as if the Unpaid Amount were
          an RCF Advance or the Gold Advance, as the case may be, for that
          Default Interest Period.

     DISTRIBUTION means any dividend, return of capital or other payment in
     respect of shares of the Borrower or any interest, principal, commission,
     costs, expenses or other payment in respect of any Subordinated Debt or any
     other Financial Indebtedness owed to any related body corporate.

     DISTRIBUTION ACCOUNTS has the meaning given to it in clause 11.6
     ("Distribution Accounts").

     DRAWDOWN DATE means the date on which an Advance is or is proposed to be
     provided to the Borrower.

     DRAWDOWN NOTICE means:

     (a)  for an RCF Advance, a notice substantially in the form set out in part
          1 of schedule 3 ("Drawdown Notices"); or


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     (b)  for the Gold Advance, a notice substantially in the form of part 2 of
          schedule 3 ("Drawdown Notices").

     EMMP means the Borrower's Environmental Management and Monitoring Plan
     applicable to the Project as amended from time to time.

     EVENT OF DEFAULT means any of the events or circumstances described in
     clause 12.1 ("Events of Default").

     EXCESS PROJECT CASHFLOW means, on any Calculation Date, the amount of any
     excess cash constituted by the aggregate of:

     (a)  the credit balances of the Off-shore Accounts; and

     (b)  the value of Authorised Investments held by the Borrower,

     on that Calculation Date, providing a Liquidity Level of at least
     US$15,000,000 is maintained.

     EXCLUDED TAX means a Tax on net income in any jurisdiction, other than:

     (a)  a Tax that is calculated on or by reference to the gross amount of any
          payment derived or quantity of Gold received by a party under this
          agreement or the transactions that this agreement contemplates; or

     (b)  a Tax that is imposed because a party is regarded as being subject to
          tax in a jurisdiction solely because it is a party to this agreement
          or because it is participating in the transactions that this agreement
          contemplates.

     EXISTING FINANCIER means ABN AMRO Australia Limited (ABN 78 000 862 797) /
     ABN AMRO Bank N.V. (Australia Branch) (ARBN 079 478 612), Commonwealth Bank
     of Australia (ACN 123 123 124), Societe Generale Australia Branch (ARBN 092
     516 286) and Macquarie Bank Limited (ACN 008 583 542).

     EXPANSION CAPITAL EXPENDITURE means capital expenditure required or
     desirable to complete major projects approved by the board of directors of
     the Borrower including but not limited to:

     (a)  the Flotation Plant Expansion,

     (b)  acquisition of additional mining equipment associated with the
          Flotation Plant Expansion; and

     (c)  the Geothermal Power Plant Expansion.

     FACILITY means the Revolving Credit Facility and the Gold Facility, or both
     as the context may require.

     FEE LETTER means the fee letter between the Facility Agent and the Arranger
     (on the one hand) and the Borrower (on the other) dated on or about the
     date of this agreement.


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     FINANCE DEBT means all Financial Indebtedness (including the Facility)
     which is not subordinated, whether actual or contingent, of the Borrower
     other than Limited Recourse Debt.

     FINANCIAL INDEBTEDNESS means any indebtedness, present or future, actual or
     contingent, in respect of money borrowed or raised, or Gold borrowed, as
     the case may be (including giving guarantees and indemnities) except any
     liability incurred by the Borrower in respect of a Hedging Contract.

     FINANCIERS means any person named as Financier from time to time under this
     agreement and being as at the date of this agreement, the Initial
     Financiers, and includes, at any time thereafter, any New Financiers.

     FLOTATION PLANT EXPANSION means the design, construction and commissioning
     of a 3 million tonne per annum flotation processing facility at the Project
     and related matters as set out in the Bankable Feasibility Study dated
     April 2005 as included in the Information Memorandum and approved by the
     board of directors of the Borrower.

     FORCE MAJEURE means:

     (a)  war, whether declared or undeclared, revolution or act of public
          enemies;

     (b)  riot, civil commotion or disturbance;

     (c)  strike or lockout or stoppage or ban or limitation on work or
          restraint of labour whether at the Project or otherwise;

     (d)  act or restraint of any governmental or semi-governmental or other
          public or statutory body of PNG;

     (e)  serious or significant interruption of transport; or

     (f)  any other cause not reasonably within the control of the Borrower, the
          Facility Agent or the Financier, as the case may be.

     GEOTHERMAL POWER PLANT EXPANSION means the 20 megawatt expansion of
     geothermal power capacity at the Project as approved by the board of
     directors of the Borrower in April 2005.

     GOFO means, for an Interest Period:

     (a)  the rate determined by the Facility Agent to be the arithmetic mean of
          the offered rates displayed on the Reuters screen page GOFO at or
          about 11 am (London time) on the second Business Day before that
          Interest Period for a term equivalent to that Interest Period for the
          value date which is the first day of that Interest Period;

     (b)  where in the reasonable opinion of the Facility Agent there is no or
          is no longer a Reuters screen page appropriate for forward bullion
          rates, the Facility Agent may specify another publicly available page
          and the rate will be determined from that page in the same manner; or

     (c)  if:


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                               12 September 2005

<PAGE>

          (i)  for any reason there are no rates displayed for a term equivalent
               to that Interest Period; or

          (ii) the basis on which those rates are displayed is changed and in
               the reasonable opinion of the Facility Agent those rates cease to
               reflect the Financiers' cost of funding to the same extent as at
               the date of this agreement,

          then GOFO will be the rate determined by the Facility Agent to be the
          arithmetic mean of the offer rates quoted to it by three leading
          London Bullion Dealers selected by it at or about 11.00am (London
          time) two Business Days before that Interest Period for the forward
          purchases of Gold for a term comparable to that Interest Period. Each
          arithmetic mean will be rounded up, if necessary, to the nearest 4
          decimal places.

     GOLD means gold bars or unallocated gold complying with the rules of the
     LBMA relating to good delivery and fineness from time to time in effect.

     GOLD ACCOUNT BANK means N.M. Rothschild & Sons (Australia) Ltd in Australia
     or such other banks or financial institutions with whom the Unallocated
     Bullion Account is maintained.

     GOLD ADVANCE means the quantity of Gold to be delivered or intended to be
     advanced to the Borrower pursuant to a Drawdown Notice under the Gold
     Facility.

     GOLD AVAILABILITY PERIOD means the period commencing on the CP Satisfaction
     Date and ending on the date three months after the CP Satisfaction Date.

     GOLD BASE RATE in relation to an Interest Period for a Gold Advance, means
     the rate determined by the Facility Agent (acting on behalf of the
     Financiers) as being LIBOR minus GOFO for that Interest Period.

     GOLD COMMITMENT means, for each Financier, the quantity of Gold set out
     against its name in schedule 1 ("Details of Financiers") or, if acquired
     under a Substitution Certificate, the quantity of Gold set out in that
     Substitution Certificate, as reduced under this agreement.

     GOLD FACILITY means the gold loan facility made available to the Borrower
     by the Financiers under clause 2.7 ("Availability of the Gold Facility")
     under which the Gold Advance may be requested.

     GOLD FACILITY LIMIT means 480,000 Ounces of Gold.

     GOLD FACILITY PROPORTION means, for any Financier at any time, the
     proportion which its Gold Commitment at that time bears to the Total Gold
     Commitment at that time.

     GOLD OUTSTANDINGS means at any time and from time to time the quantity of
     Gold to be delivered or re-delivered or, as the case may be, the amount
     equal to the Current Dollar Value of Gold to be delivered or re-delivered,
     to the Facility Agent (for and on behalf of the Financiers) under the Gold
     Facility and (in either case) any interest, fees and other amounts due and
     payable by


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                               12 September 2005

<PAGE>

     the Borrower (whether in Gold or cash) to the Facility Agent for the
     account of the Financiers.

     GOLD REDUCTION has the meaning given to it in clause 6.5 ("Re-delivery of
     the Gold Advance").

     GOLD REPAYMENT DATE means each date specified in the table set out below
     clause 6.5 ("Re-delivery of the Gold Advance").

     GOVERNMENT AGENCY means a government or government department, a
     governmental, semi-governmental, fiscal, monetary or supervisory authority
     or judicial person or a person (whether autonomous or not) charged with the
     administration of any applicable law.

     HEDGE PARTY means any counterparty that has entered into a Hedging Contract
     with the Borrower.

     HEDGING CONTRACT means any agreement setting out the terms and conditions
     of a gold price hedging agreement including forward purchase and sale
     contracts, any options, any lease rate swaps or any other derivative or
     gold price risk hedging agreement entered into by the Borrower. It includes
     any master agreement and any confirmations given under it.

     HEDGING PAYMENTS means payments by or to the Borrower under any Hedging
     Contract entered into by the Borrower and which are within the scope of the
     Hedging Policy and clause 10.2(d) ("maximum hedging").

     HEDGING POLICY means the document entitled "Lihir Gold Limited Hedging
     Policy and Practices" dated 31 December 2004 as amended by the board of
     directors of the Borrower from time to time.

     IMMEDIATELY AVAILABLE FUNDS means a bank cheque, telegraphic transfer,
     electronic funds transfer or any other immediately available funds received
     during normal banking hours.

     INDEPENDENT ENGINEER means SRK Consulting or such other consultant
     appointed in accordance with clause 15.19 ("Independent Engineer").

     INDIRECT TAX means any goods and services tax, consumption tax, value added
     tax or any tax of a similar nature under any law of any jurisdiction.

     INFORMATION MEMORANDUM means the Information Memorandum dated June 2005
     prepared by the Borrower and the Arranger in relation to the Facility.

     INSURANCE ACCOUNT has the meaning given to it in clause 11.2 (b) ("Opening
     of Off-shore Secured Accounts").

     INTEREST PAYMENT DATE means, for an Interest Period, the last day of that
     Interest Period.

     INTEREST PERIOD means, for an RCF Advance or the Gold Advance, a period
     determined in accordance with clause 4 ("Interest Periods and interest").

     INTEREST RATE means:


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                               12 September 2005

<PAGE>

     (a)  in respect of an RCF Advance, the rate per annum which is the sum of:

          (i)  LIBOR applicable to that RCF Advance; and

          (ii) the Margin; and

     (b)  in respect of the Gold Advance, the rate per annum which is the sum
          of:

          (i)  the Gold Base Rate applicable to the Gold Advance; and

          (ii) the Margin.

     KINA means the lawful currency of PNG.

     LBMA means The London Bullion Market Association or any successor body.

     LIBOR means, for an Advance, the rate per cent per annum which is
     determined by the Facility Agent to be the arithmetic mean (rounded
     upwards, if necessary, to four decimal places) of the offered rates for
     deposits in US Dollars for a period comparable to the Interest Period for
     that Advance which appear on the Reuters monitor system page "LIBOR O1" (or
     any page which replaces that page) at about 11:00 AM (London time) two
     Business Days before the first day of that period PROVIDED THAT:

     (a)  if such rate does not appear on Reuters monitor system page "LIBOR 01"
          (or any page which replaces that page) at that time, then LIBOR shall
          be the arithmetic mean (rounded upwards, if necessary, to four decimal
          places) of the respective rates per cent per annum, as notified to the
          Facility Agent, at which the principal London offices of the LIBOR
          Reference Banks are offering deposits in US Dollars in amounts of not
          less than US$1,000,000 to prime banks in the London inter-bank market
          for a period comparable to the Interest Period for that Advance at or
          about 11:00 AM (London time) two Business Days before the first day of
          that period;

     (b)  if less than all but more than one of the LIBOR Reference Banks quote
          such a rate then LIBOR shall be determined on the basis of those rates
          quoted; and

     (c)  if only one or none of the LIBOR Reference Banks quotes such a rate
          then LIBOR in relation to each Financier shall be the rate certified
          by that Financier to the Facility Agent (which certification shall be
          conclusive in the absence of manifest error) to be that Financier's
          cost of funds in relation to its provision of its portion of that
          Advance.

     LIBOR REFERENCE BANKS means three leading banks in the London interbank
     market to be agreed from time to time between the Borrower and the Facility
     Agent.

     LIHIR GOLD OFFSHORE CHARGE means the deed of charge dated on or about the
     date of this agreement between the Borrower and the Security Trustee under
     which the Borrower grants security over its assets located outside PNG.


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                               12 September 2005

<PAGE>

     LIHIR GOLD DEED OF SECURITY (PNG) 2005 means the deed of charge dated on or
     about the date of this agreement between the Borrower and the Security
     Trustee under which the Borrower grants security over its assets in PNG.

     LIHIR GOLD MORTGAGE OF BULLION ACCOUNT means the mortgage dated on or about
     the date of this agreement between the Borrower and the Security Trustee
     under which the Borrower grants security over the Unallocated Bullion
     Account.

     LIFE OF MINE PLAN or LMP means the annual life of mine plan to be produced
     by the Borrower pursuant to clause 10.2(a) ("life of mine plan").

     LIMITED RECOURSE DEBT means Financial Indebtedness under which recourse to
     the Borrower is limited to security over Released Non-Project Assets and
     which is otherwise non-recourse to the Borrower generally or to any Project
     Asset.

     LIQUIDITY LEVEL means, at any time, the aggregate of:

     (a)  the credit balance in the Off-shore Accounts;

     (b)  the value of the Authorised Investments; and

     (c)  the Undrawn Commitment for the Revolving Credit Facility.

     LOAN LIFE COVER RATIO means the ratio set out in schedule 6 ("Loan Life
     Cover Ratio").

     LONDON A.M. FIX means on any day, the price per Ounce in US Dollars
     collectively fixed by the London Bullion Dealers in the morning (London
     time) on that day.

     LONDON BULLION DEALER means any LBMA Market Maker or such other bullion
     dealers in London nominated by the Facility Agent from time to time.

     LONDON GOLD PRICE means on any day, the London A.M. Fix unless such day is
     not a Business Day in which case the London Gold Price will be the next
     London A.M. Fix.

     MAJORITY FINANCIERS means, at any time, Financiers whose aggregate RCF
     Commitments at that time exceed 66 per cent of the Total RCF Commitment at
     that time or, if the Total RCF Commitment has been reduced to zero,
     Financiers to whom an aggregate amount exceeding 66 per cent of the
     Principal Outstanding at that time is owed.

     MANAGEMENT TRANSITION PLAN means 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.

     MANDATORY GOLD PRE-DELIVERY has the meaning given in clause 6.11 (a)
     ("Mandatory pre-delivery of the Gold Advance").

     MARGIN means 1.90% per cent per annum, which for the avoidance of doubt
     excludes the cost of PRI.


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                               12 September 2005

<PAGE>

     MATERIAL ADVERSE EFFECT means a material adverse effect either on the
     ability of the Borrower to meet its payment or delivery obligations under
     any of the Transaction Documents or on the value of the assets secured by
     the Security Documents (other than through mining operations, as
     contemplated by the current LMP).

     MINE CAPITAL EXPENDITURE means capital expenditure required or desirable:

     (a)  to maintain the planned production capacity of the Project as
          contemplated under the current LMP; and

     (b)  to satisfy present or future governmental or legislative requirements.

     MINING DEVELOPMENT CONTRACT means the Mining Development Contract dated 17
     March 1995 between PNG and the Borrower.

     MORTGAGES means the mortgages dated on or about 22 November 2000 granted by
     the Borrower in favour of the Security Trustee over, among other things,
     the agricultural lease of the land known as Londolovit Plantation in the
     Province of New Ireland, PNG.

     NEW FINANCIER means a financial institution or a Political Risk Insurer
     which becomes a Financier under clause 17 ("Assignments and
     substitutions").

     NOMINATED E-MAIL ADDRESS means any e-mail address notified to the Facility
     Agent in writing at least 5 days before any e-mail is sent by the Facility
     Agent or notice posted on the website contemplated under clause 20.4
     ("Electronic transmission of notice").

     NON-CONFORMING GOLD has the meaning given to it in clause 14.1(j)
     ("Costs").

     NON-FINANCIER HEDGE SCHEDULE means the delivery schedule of Hedge Contracts
     in place at the date of this agreement between the Borrower and the Hedge
     Parties which are not Financiers or a related body corporate of a
     Financier.

     NON-PROJECT CASHFLOW means, in respect of any period, monies received or
     (to the extent it relates to future periods) to be received by the
     Borrower, as the case may be, which is not related to or derived from or in
     connection with the Project or Project Assets (including any borrowings or
     any other cash or revenue arising from or relating to Released Non-Project
     Assets and/or the proceeds of any permitted capital raising).

     OFF-SHORE ACCOUNT has the meaning given to it in clause 11.2 ("Opening of
     Off-shore Secured Accounts").

     OFF-SHORE CHARGE means the deed of charge dated 22 November 2000 between
     the Borrower and the Security Trustee under which the Borrower granted
     security over its assets located outside PNG and Australia.

     OFF-SHORE SECURED ACCOUNTS has the meaning given to it in clause 11.2
     ("Opening of Off-shore Secured Accounts").


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                               12 September 2005

<PAGE>

     ONSHORE ACCOUNT has the meaning given to it in clause 11.7 ("Onshore
     Account").

     OUNCE means a troy ounce of Gold.

     PERMITTED DISTRIBUTION has the meaning given to it in clause 11.4(d)
     ("Offshore Accounts").

     PERMITTED DIVIDEND has the meaning given to it in clause 11.4(e)
     ("Off-shore Accounts").

     PERMITTED DIVIDEND PAYMENT DATE has the meaning given to it in clause
     11.4(e) ("Off-shore Accounts").

     PERMITTED INTEREST PERIOD means:

     (a)  for the Revolving Credit Facility, at the option of the Borrower, 1,
          2, 3 or 6 months or such other period as may be approved by the
          Facility Agent;

     (b)  for the Gold Facility, Quarters or a shorter period ending on the next
          Quarter Day or such other period as may be approved by the Facility
          Agent.

     PERMITTED SECURITY INTEREST means:

     (a)  the Security Documents;

     (b)  a lien or right of set-off arising by operation of law;

     (c)  any Security Interest which existed over any Project Assets prior to
          its acquisition provided that the amount secured is not increased;

     (d)  any Security Interest over any Authorised Investments which are
          Project Assets in favour of a clearing house or custody system within
          which such Authorised Investments are held (provided the Security
          Interest is not being provided as part of raising any Financial
          Indebtedness);

     (e)  deposits or pledges to secure contracts which are Project Assets in
          the ordinary course of business;

     (f)  any Security Interest which is a right of title retention in
          connection with the acquisition of goods or equipment which are, or
          will be, Project Assets, in the ordinary course of business;

     (g)  any Security Interest over or in respect of a Project Asset which has
          been requested by the Borrower and approved by the Security Trustee;
          and

     (h)  any Security Interest over or in respect of a Released Non-Project
          Asset.

     PERMITTED WITHDRAWAL has the meaning given in clause 11.4(f) ("Off-shore
     Accounts").


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                               12 September 2005

<PAGE>

     PNG means The Independent State of Papua New Guinea.

     PNG CHARGE means the deed entitled Lihir Gold Deed of Security (PNG) dated
     22 November 2000 between the Borrower and the Security Trustee under which
     the Borrower granted security over its assets in PNG.

     POLITICAL RISK INSURER means any person who provides political risk
     insurance in respect of the Facility.

     POTENTIAL EVENT OF DEFAULT means any event or circumstance which, with the
     passage of time or the giving of notice or both would become an Event of
     Default.

     PRI means the political risk insurance policy in connection with this
     agreement taken out by the Financiers dated on or around the first Drawdown
     Date and such other top-up policy as may be effected in compliance with
     clause 10.4 ("PRI top-up undertaking").

     PRI COVER SHORTFALL AMOUNT has the meaning given in clause 10.4(f) ("PRI
     top-up undertaking").

     PRI LIMIT has the meaning given in clause 10.4 ("PRI top-up undertaking").

     PRINCIPAL OUTSTANDING means:

     (a)  in respect of any RCF Advance at any time, the principal amount
          outstanding at that time of that RCF Advance; and

     (b)  in respect of the Gold Advance at any time, the principal quantity of
          Gold outstanding at that time of the Gold Advance.

     PRI PREMIUM means the rate of premium payable in respect of PRI in relation
     to the Facility from time to time.

     PROJECT means the Lihir Gold Mine and its related processing facilities and
     infrastructure.

     PROJECT ASSETS means any present or future asset, property, revenue, cash,
     contract or any other thing which relates to, or arises in connection with,
     the Project and excludes Released Non-Project Assets.

     PROJECT CASHFLOW means, in respect of any Calculation Period:

     (a)  monies received or (to the extent it relates to future periods)
          receivable by the Borrower, as the case may be, in relation to or
          derived from or in connection with the Project or Project Assets,
          (including monies received by the Borrower as repayment of loans the
          Borrower has made to local inhabitants as Authorised Disbursements,
          but excluding monies received or receivable into a Distribution
          Account, drawings under the Facility, proceeds of equity and loans and
          third party liability insurance proceeds); plus

     (b)  the items described in paragraphs (b) and (c) of the definition of
          Debt Service Payments; less


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                16
                               12 September 2005

<PAGE>

     (c)  the items described in paragraphs (a), (b), (c), (d), (f) and to the
          extent agreed by the Facility Agent for financial ratio calculation
          purposes, (g) of the definition of Authorised Disbursements,

     calculated on the basis of the latest accounts for that period where that
     period has ended or in the case of future periods which have not occurred,
     on the basis of the Borrower's good faith and reasonable estimates as set
     out in the current Base Case.

     PROJECT DOCUMENTS means:

     (a)  the Mining Development Contract;

     (b)  the Leases (as defined in the Security Trust Deed); and

     (c)  any document so designated and agreed in writing by the Facility Agent
          and the Borrower.

     PROVEN AND PROBABLE RESERVES means the Project's "Proved Reserves" and
     "Probable Reserves" as construed, reported and calculated in accordance
     with the Australasian Code for Reporting of Exploration Results, Mineral
     Resources and Ore Reserves (the "JORC Code"), 2004 edition (as amended from
     time to time).

     QUARTER means in any year the period of three consecutive months ending on
     a Quarter Day.

     QUARTER DAY means 31 March, 30 June, 30 September and 31 December.

     RCF ADVANCE means the principal amount drawn or proposed to be drawn by the
     Borrower pursuant to a Drawdown Notice under the Revolving Credit Facility.

     RCF AVAILABILITY PERIOD means the period commencing on the CP Satisfaction
     Date and ending on the Repayment Date.

     RCF COMMITMENT means, in respect of the Revolving Credit Facility, for each
     Financier the amount set out against its name in schedule 1 ("Details of
     Financiers") or, if acquired under a Substitution Certificate, the amount
     set out in that Substitution Certificate, as reduced or cancelled under
     this agreement.

     REFINANCED CORPORATE FACILITY means the facility provided to the Borrower
     under the Syndicated Facility Agreement dated 22 November 2000 between the
     Borrower, the Facility Agent and others as amended by the RF Amendment
     Agreement between the Borrower, the Facility Agent and others dated 22
     April 2005.

     REFINANCING COORDINATION DEED 2005 means the deed so entitled to be dated
     on or about the date of this agreement between the Borrower, the Facility
     Agent, the Security Trustee and others.

     RELEASED NON-PROJECT ASSETS means assets of the Borrower which are not
     Project Assets and which the Security Trustee has released from the
     Security


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                               12 September 2005

<PAGE>

     Documents from time to time, upon request from the Borrower, in accordance
     with the terms of the Security Trust Deed.

     RELEVANT FINANCE PARTY means the Facility Agent or the Financiers or both,
     as the context requires.

     REPAYMENT DATE means 30 June 2011.

     RETIRING FINANCIER means a Financier which arranges a substitution under
     clause 17 ("Assignments and substitutions") in respect of all or part of
     its Total Commitment or participation in an Advance.

     REVIEW EVENT means either of the events described in clause 12.3 ("Review
     Events").

     REVOLVING CREDIT FACILITY means the revolving facility made available to
     the Borrower by the Financiers under clause 2.1 ("Availability of the
     Revolving Credit Facility") to be drawn in the form of either cash advances
     or letters of credit or both.

     REVOLVING CREDIT FACILITY LIMIT means US$50,000,000.

     REVOLVING CREDIT FACILITY PROPORTION means, for any Financier at any time,
     the proportion which its RCF Commitment at that time bears to the Total RCF
     Commitment at that time.

     RIGHTS means rights, powers, remedies and discretions.

     SECURITY DOCUMENTS means:

     (a)  the Security Trust Deed and the STD Amending Deed;

     (b)  the PNG Charge;

     (c)  the Mortgages;

     (d)  the Deed of Charge (Existing Australian assets);

     (e)  the Deed of Charge (Future Australian assets);

     (f)  the Off-shore Charge;

     (g)  the Lihir Gold Offshore Charge;

     (h)  the Lihir Gold Deed of Security (PNG) 2005;

     (i)  the Lihir Gold Mortgage of Bullion Account; and

     (j)  all further assurances in relation to any of paragraphs (a) to (i)
          above.

     SECURITY INTEREST means any mortgage, pledge, lien, charge, bill of sale,
     assignment by way of security, hypothecation, trust, power or interest
     created or otherwise arising by way of security for the payment of a debt,
     another monetary obligation or the performance of another obligation. It
     includes, without limitation:


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                               12 September 2005

<PAGE>

     (a)  a deposit of money or Gold with a person in circumstances where the
          money is not repayable, or the Gold is not re-deliverable, as the case
          may be, unless the Borrower performs particular obligations; and

     (b)  any agreement to grant or create any of the above or other security
          interest.

     SECURITY TRUST DEED means the Lihir Gold Security Trust Deed dated 22
     November 2000 as amended by the STD Amending Deed between the Borrower, the
     Facility Agent (in various capacities), and others.

     SPECIAL MINING LEASE means the Special Mining Lease issued by PNG to the
     Borrower pursuant to the Mining Development Contract.

     STD AMENDING DEED means the deed dated on or about the date of this
     agreement entitled "Amending Deed (Security Trust Deed)" between the
     Borrower, the Facility Agent, the Security Trustee and others.

     SUBORDINATED DEBT means Financial Indebtedness of the Borrower in respect
     of which the lender has agreed with the Security Trustee to subordinate its
     rights in accordance with clause 4 ("Subordination") of the Security Trust
     Deed.

     SUBSTITUTION CERTIFICATE means a certificate substantially in the form of
     schedule 5 ("Substitution Certificate") or where the Political Risk Insurer
     is the proposed New Financier, such other form as the Facility Agent may
     require provided that it does not impose any materially different
     obligations on the Borrower than those set out in schedule 5 ("Substitution
     Certificate").

     SURPLUS AMOUNT has the meaning given in clause 10.4 ("PRI top-up
     undertaking").

     TAX means any present or future tax, levy, impost, deduction, charge, duty
     (including, without limitation, any stamp and transaction duty), Indirect
     Tax, or withholding (together with any related interest, penalty, fine or
     expense in connection with any of them which does not arise by reason of a
     default on the part of a Financier or the Facility Agent) levied or imposed
     by any Government Agency, other than any Excluded Tax.

     TERMINATION DATE means the date on which the Facility Agent has confirmed
     in writing to the Borrower that all moneys owing under this agreement and
     all obligations to deliver or to re-deliver Gold under this agreement have
     been fully and finally discharged.

     THRESHOLD TRIGGER has the meaning given to it in clause 10.4(a) ("PRI
     top-up undertaking").

     TOTAL COMMITMENT means, at any time, the aggregate at that time of the
     Total RCF Commitment and the Total Gold Commitment.

     TOTAL GOLD COMMITMENT means, at any time, the aggregate at that time of the
     Gold Commitments of all the Financiers.

     TOTAL RCF COMMITMENT means, at any time, the aggregate at that time of the
     RCF Commitments of all the Financiers.


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                               12 September 2005

<PAGE>

     TRANSACTION DOCUMENT means:

     (a)  this agreement;

     (b)  the Security Documents;

     (c)  the Refinancing Coordination Deed 2005;

     (d)  each Substitution Certificate;

     (e)  the Fee Letter;

     (f)  any Hedging Contract with a Financier or any related body corporate of
          a Financier;

     (g)  Hedging Side Letter dated on or about the date of this agreement
          between the Borrower and ABN AMRO Bank N.V.;

     (h)  the following hedge novation agreements:

          (i)  each Novation Agreement relating to the existing gold hedging
               between each Existing Financier (as Continuing Party)
               respectively, the Borrower (as Retiring Party) and ABN AMRO
               Bank N.V. (as Substitute Party);

          (ii) each Novation Agreement relating to the restructured gold hedging
               between each Initial Financier other than ABN AMRO Bank N.V. (as
               Substitute Party) respectively, the Borrower (as Continuing
               Party) and ABN AMRO Bank N.V. (as Retiring Party);

     (i)  any document entered into for the purpose of amending or novating any
          of the above documents; and

     (j)  any document so designated and agreed in writing by the Facility Agent
          and the Borrower.

     UNALLOCATED BULLION ACCOUNT means an unallocated bullion account, in the
     name of the Gold Account Bank, held with the London branch of HSBC Bank USA
     having account number 186672 and swift code BLICGB2L.

     UNDRAWN COMMITMENT means, for any day:

     (a)  in respect of the Revolving Credit Facility, the Revolving Credit
          Facility Limit, less the aggregate of the applicable Principal
          Outstanding in respect of all RCF Advances on that day; and

     (b)  in respect of the Gold Facility, the Gold Facility Limit less the
          applicable Principal Outstanding in respect of the Gold Advance on
          that day.

     UNPAID AMOUNT means:


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                               12 September 2005

<PAGE>

     (a)  in respect of money, an amount of money which is not paid on or before
          the date on which it is due and payable under this agreement and which
          remains unpaid; and

     (b)  in respect of Gold, a quantity of Gold which is not delivered or re-
          delivered on or before the date on which it is it is due to be
          delivered or re-delivered under this agreement and which remains
          undelivered.

     US CONSUMER PRICE INDEX means the Consumer Price Index for All Items for
     all Urban Consumers (not seasonally adjusted) or any other successor index
     or comparable measure which may be substituted therefore, published by the
     United States Department of Commerce, Bureau of Labour Statistics.

     US DOLLARS, US$ and $ mean the lawful currency for the time being of the
     United States of America.

     WORLD BANK ENVIRONMENTAL GUIDELINES means the World Bank Environmental
     Health and Safety Guidelines: Mining and Milling in Open Pit dated
     September 1998, the Environmental Assessment Source Book (Volumes 1, 2 and
     3) and the applicable IFC Safeguard Policies or any replacement guidelines
     published by the World Bank or the IFC from time to time.

1.2  RULES FOR INTERPRETING THIS DOCUMENT

     In this agreement, unless the context otherwise requires:

     (a)  a reference to any legislation or legislative provision includes any
          statutory modification or re-enactment of, or legislative provision
          substituted for, and any subordinate legislation under, that
          legislation or legislative provision;

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

     (c)  a reference to an individual or person includes a corporation, firm,
          partnership, joint venture, association, authority, trust, state or
          government and vice versa;

     (d)  a reference to any gender includes all genders;

     (e)  a reference to a recital, clause, schedule or annexure is to a
          recital, clause, schedule or annexure of or to this agreement;

     (f)  a recital, schedule or annexure forms part of this agreement;

     (g)  a reference to any agreement or document is to that agreement or
          document (and, where applicable, any of its provisions) as amended,
          novated, restated or replaced from time to time;

     (h)  a reference to any party to this agreement or any other document or
          arrangement includes that party's executors, administrators,
          substitutes, successors and permitted assigns;

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


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                               12 September 2005

<PAGE>

     (j)  a reference to "WINDING UP" includes winding up, liquidation,
          provisional liquidation, dissolution, becoming an insolvent under
          administration (as defined in section 9 of the Corporations Act 2001
          (Cth)) and the occurrence of anything analogous or having a
          substantially similar effect to any of those conditions or matters
          under the law of any applicable jurisdiction, and to the procedures,
          circumstances and events which constitute any of those conditions or
          matters;

     (k)  a reference to "CONTROLLER" is to a person that is a "controller" as
          defined in section 9 of the Corporations Act 2001 (Cth) and its
          equivalent under the laws of any other applicable jurisdiction;

     (l)  a reference to a "SUBSIDIARY" of a body corporate is to an entity
          which that body corporate controls for the purposes of section 2(1) of
          the Companies Act 1997 (PNG);

     (m)  a reference to a "RELATED BODY CORPORATE" of a body corporate is to a
          body corporate that is a "related company" (as defined in section 2(1)
          of the Companies Act 1997 (PNG)) of that body corporate;

     (n)  an Event of Default, Potential Event of Default Review Event is
          "CONTINUING" or "SUBSISTING" if it has not been remedied to the
          satisfaction of the Facility Agent (acting on the instructions of the
          Majority Financiers) or waived in writing;

     (o)  the words "INCLUDING", "FOR EXAMPLE" or "SUCH AS" when introducing an
          example, do not limit the meaning of the words to which the example
          relates to that example or examples of a similar kind; and

     (p)  A reference to an obligation of one party to "PAY" (including its
          related terms) any "AMOUNT" (whether or not such amount is expressly
          stated in US Dollars or another currency) to another party under this
          agreement, as the context requires, includes a reference to an
          obligation by that party to "DELIVER" or "RE-DELIVER" a "QUANTITY OF
          GOLD" to that other party under this agreement.

1.3  HEADINGS

     In this agreement, headings are for convenience of reference only and do
     not affect interpretation.

1.4  BUSINESS DAY

     Subject to clause 4.3 ("Adjustment of last day of Interest Periods"), if
     the day on which any act, matter or thing is to be done under or pursuant
     to this agreement is not a Business Day, that act, matter or thing:

     (a)  if it involves a payment other than a payment which is due on demand,
          shall be done on the next succeeding Business Day, in the same
          calendar month (if there is one) or preceding Business Day (if there
          is none); and

     (b)  in all other cases, shall be done no later than the next Business Day.


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                               12 September 2005

<PAGE>

1.5  RIGHTS AND OBLIGATIONS SEVERAL

     (a)  The rights and obligations of the Financiers and the Facility Agent
          under this agreement are several. No Financier is responsible for
          performing the obligations of any other Financier, and the Facility
          Agent is not responsible for performing the obligations of any other
          party.

     (b)  If a Financier fails to perform its obligations under this agreement,
          or notifies the Facility Agent that it will not perform those
          obligations, that does not relieve any other party of its obligations
          under this agreement. Subject to the provisions of this agreement,
          each Financier may separately enforce its rights under this agreement.

2    THE FACILITY

     PART A - REVOLVING CREDIT FACILITY

2.1  AVAILABILITY OF THE REVOLVING CREDIT FACILITY

     Subject to the terms and conditions of this agreement, the Financiers make
     available to the Borrower, for the RCF Availability Period a revolving
     facility under which the Borrower may draw RCF Advances and the Financiers
     will make RCF Advances in US Dollars, up to the Revolving Credit Facility
     Limit.

2.2  BORROWER'S RIGHT TO DRAW AN RCF ADVANCE UNDER THE REVOLVING CREDIT FACILITY

     (a)  The Borrower may draw an RCF Advance under the Revolving Credit
          Facility by giving a Drawdown Notice to the Facility Agent in
          accordance with this clause.

     (b)  A Drawdown Notice in respect of an RCF Advance shall:

          (i)  be signed by an Authorised Representative of the Borrower;

          (ii) specify the Drawdown Date for the proposed RCF Advance, which
               shall be a Business Day during the RCF Availability Period;

          (iii) be given to the Facility Agent not later than 10:00 AM (Sydney
               time) three Business Days before that Drawdown Date (and, if
               given later than 4:00 PM on any day, shall be deemed to have been
               given on the next Business Day);

          (iv) specify the Interest Period for the proposed RCF Advance that is
               a Permitted Interest Period;

          (v)  specify the amount of the proposed RCF Advance, which shall:

               (A)  be a minimum of US$2,500,000 and a multiple of US$500,000 or
                    the balance of the Undrawn Commitment for the Revolving
                    Credit Facility; and


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                               12 September 2005

<PAGE>

               (B)  not exceed the Undrawn Commitment for the Revolving Credit
                    Facility on the Drawdown Date and no more than four RCF
                    Advances under the Revolving Credit Facility (with different
                    Interest Payment Dates) may be outstanding at any one time.

     (c)  The Facility Agent shall, promptly on the day a Drawdown Notice is
          given to the Facility Agent, notify each Financier giving details of
          the proposed RCF Advance as set out in the Drawdown Notice and
          specifying the amount to be paid by that Financier on that Drawdown
          Date under clause 2.3 ("Participation in RCF Advances").

     (d)  A Drawdown Notice is effective when given to the Facility Agent as
          contemplated by clause 2.2(b)(iii) ("Borrower's right to draw an RCF
          Advance under the Revolving Credit Facility") and, once effective, is
          irrevocable.

2.3  PARTICIPATION IN RCF ADVANCES

     Subject to the provisions of this agreement, each Financier shall on the
     Drawdown Date for any RCF Advance under the Revolving Credit Facility pay
     its Revolving Credit Facility Proportion of that RCF Advance to the
     Facility Agent for the account of the Borrower.

2.4  PAYMENT OF RCF ADVANCES

     All payments by a Financier under clause 2.3 ("Participation in RCF
     Advances") shall be made in Immediately Available Funds in US Dollars as
     specified in the relevant Drawdown Notice.

2.5  FINANCIERS' LENDING OFFICE

     Each Financier acknowledges that it will be making available its share in
     any RCF Advance through its lending office specified in schedule 1
     ("Details of Financiers").

2.6  PURPOSE OF THE REVOLVING CREDIT FACILITY

     The Borrower must use the proceeds of all RCF Advances for the Approved
     Purpose for the Revolving Credit Facility and for no other purposes.

     PART B - GOLD FACILITY

2.7  AVAILABILITY OF THE GOLD FACILITY

     Subject to the terms and conditions of this agreement, the Financiers make
     available to the Borrower during the Gold Availability Period, a gold loan
     facility under which the Borrower may request the delivery of a quantity of
     Gold comprising the Gold Advance and the Financiers will deliver the Gold
     Advance, up to the Gold Facility Limit.


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                               12 September 2005

<PAGE>

2.8  NOT USED

2.9  BORROWER'S RIGHT TO REQUEST DELIVERY OF THE GOLD ADVANCE UNDER THE GOLD
     FACILITY

     (a)  The Borrower may request the delivery of one Gold Advance only under
          the Gold Facility by giving a Drawdown Notice to the Facility Agent in
          accordance with this clause.

     (b)  The Drawdown Notice in respect of the Gold Advance shall:

          (i)  be signed by an Authorised Representative of the Borrower;

          (ii) specify the Drawdown Date for the proposed Gold Advance, which
               shall be a Business Day during the Gold Availability Period;

          (iii) be given to the Facility Agent not later than 10:00 AM (London
               time) three Business Days before that Drawdown Date (and, if
               given later than 4:00 PM on any day, shall be deemed to have been
               given on the next Business Day);

          (iv) specify the Interest Period for the proposed Gold Advance, which
               must end on the next Quarter Day;

          (v)  specify the quantity of Gold comprising the proposed Gold
               Advance, being the quantity of Gold not exceeding the Gold
               Facility Limit.

     (c)  The Facility Agent shall, upon receipt of a Drawdown Notice, notify
          each Financier giving details of the proposed Gold Advance as set out
          in the Drawdown Notice and specifying the quantity to be delivered in
          Gold by that Financier on that Drawdown Date under clause 2.10
          ("Participation in the Gold Advance").

     (d)  A Drawdown Notice is effective when given to the Facility Agent as
          contemplated by this clause and, once effective, is irrevocable.

2.10 PARTICIPATION IN THE GOLD ADVANCE

     Subject to the provisions of this agreement, each Financier shall on the
     Drawdown Date for the Gold Advance deliver in Gold its Gold Facility
     Proportion of that Gold Advance to the nominated unallocated bullion
     account held in the name of the Facility Agent.

2.11 DELIVERY AND CONDITIONS OF THE GOLD ADVANCE

     To the extent that a physical delivery of Gold is made by a Financier under
     clause 2.10 ("Participation in the Gold Advance"), all such deliveries
     shall be made subject to the following conditions:

     (a)  the Borrower is not a bailee of any Gold comprising the Gold Advance
          delivered by a Financier under this agreement; and

     (b)  all Costs incurred by the Borrower in connection with its acceptance
          of delivery of any Gold Advance or sale of any Gold comprising the


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                               12 September 2005

<PAGE>

          Gold Advance in accordance with this agreement are solely for the
          Borrower's own account.

2.12 FINANCIERS' LENDING OFFICE

     Each Financier acknowledges that it will be making available its share in
     the Gold Advance through its lending office specified in schedule 1
     ("Details of Financiers").

2.13 PURPOSE OF THE GOLD FACILITY

     On the Drawdown Date of the Gold Advance, the Borrower must arrange for the
     sale of the quantity of Gold equal to the Gold Advance and immediately
     apply the sale proceeds to the Approved Purpose for the Gold Facility and
     for no other purpose.

3    CONDITIONS PRECEDENT

3.1  CONDITIONS PRECEDENT TO DELIVERY OF FIRST DRAWDOWN NOTICE

     The Borrower may not deliver the first Drawdown Notice unless or until it
     has provided to the Facility Agent, in form and substance to the reasonable
     satisfaction of the Facility Agent, each of the documents listed in
     schedule 2 ("Conditions precedent").

3.2  CONDITIONS PRECEDENT TO DRAWING OF AN RCF ADVANCE OR THE GOLD ADVANCE

     The Financiers are not obliged to make an RCF Advance or any part of it or
     the Gold Advance, unless:

     (a)  the Borrower has complied with clause 3.1 ("Conditions precedent to
          delivery of first Drawdown Notice");

     (b)  the Borrower has delivered to the Facility Agent a Drawdown Notice for
          that RCF Advance or the Gold Advance, as the case may be, which
          complies in all respects with clause 2.2 ("Borrower's right to draw an
          Advance under the Revolving Credit Facility") (in the case of an RCF
          Advance) or clause 2.9 ("Borrower's Right to Request Delivery of the
          Gold Advance under the Gold Facility") (in the case of the Gold
          Advance); and

     (c)  no Event of Default or Potential Event of Default has occurred and is
          continuing and the provision of the RCF Advance or the Gold Advance,
          as the case may be, will not result in the occurrence of an Event of
          Default or a Potential Event of Default.

4    INTEREST PERIODS AND INTEREST

4.1  INTEREST PERIODS AND SPLITTING OR COMBINING RCF ADVANCES

     Subject to this clause, each Interest Period for an RCF Advance or the Gold
     Advance:


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                               12 September 2005

<PAGE>

     (a)  is the Permitted Interest Period specified in the Drawdown Notice for
          that RCF Advance or the Gold Advance, as the case may be, or, in
          respect of an RCF Advance, if another period is subsequently notified
          by the Borrower to the Facility Agent in accordance with clause 4.2
          ("Borrower may change Interest Periods in respect of an RCF Advance"),
          that other period; and

     (b)  commences on the Drawdown Date or on the last day of the immediately
          preceding Interest Period for that RCF Advance or the Gold Advance, as
          the case may be.

     Subject to clause 2.2(b)(v) ("Borrower's right to draw an Advance under the
     Revolving Credit Facility"), the Borrower may split or combine RCF Advances
     only.

4.2  BORROWER MAY CHANGE INTEREST PERIODS IN RESPECT OF AN RCF ADVANCE

     The Borrower may vary the Interest Period for an RCF Advance with effect
     from the next Interest Payment Date for that RCF Advance by notifying the
     Facility Agent that it wants to do so by a notice that:

     (a)  is signed by an Authorised Representative of the Borrower;

     (b)  is received by the Facility Agent by 4 pm (Sydney time) on the third
          Business Day before the next Interest Payment Date;

     (c)  identifies the relevant RCF Advance and specifies a Permitted Interest
          Period as the replacement Interest Period; and

     (d)  is substantially in the form of schedule 4 ("Notice of varying
          Interest Period").

     The notice is effective when received by the Facility Agent as contemplated
     by paragraph (b) and, once effective, is irrevocable.

4.3  ADJUSTMENT OF LAST DAY OF INTEREST PERIODS

     If an Interest Period would otherwise end on a day that is not a Business
     Day, it ends on the next succeeding Business Day unless the next Business
     Day occurs in the next calendar month or after the Repayment Date, in which
     event, the Interest Period ends on the preceding Business Day.

4.4  PAYMENT OF INTEREST AND NOTIFICATION OF INTEREST RATE

     (a)  Interest accrues on each RCF Advance and the Gold Advance over each
          Interest Period from (and including) the first day of the Interest
          Period to (but excluding) its Interest Payment Date, at the Interest
          Rate for that RCF Advance or the Gold Advance, as the case may be.

     (b)  In the case of an RCF Advance, the Borrower shall pay the interest on
          each RCF Advance in respect of an Interest Period in arrears to the
          Facility Agent (for the account of the relevant Financiers) on the
          Interest Payment Date at the end of that Interest Period.


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     (c)  In the case of the Gold Advance, the Borrower shall deliver in Gold
          the interest on the Gold Advance in respect of an Interest Period in
          arrears to the Facility Agent (for the account of the relevant
          Financiers) on the Interest Payment Date at the end of that Interest
          Period.

     (d)  Prior to the first day of each Interest Period in respect of an RCF
          Advance or the Gold Advance, as the case may be, the Facility Agent
          shall notify the Borrower and the Financiers of the Interest Rate for
          that Interest Period for the relevant Advance.

4.5  INTEREST ON UNPAID AMOUNTS

     (a)  The Borrower shall pay or deliver interest in cash or Gold, as the
          case may be, to the Facility Agent (for the account of the relevant
          Financiers) on each Unpaid Amount, from and including the date on
          which it fell due for payment or falls due for delivery, as the case
          may be, for payment up to but excluding the date on which the Unpaid
          Amount is paid or delivered, as the case may be, in full.

     (b)  Interest accrues on an Unpaid Amount over each Default Interest Period
          for that Unpaid Amount at the Default Rate for that Default Interest
          Period, from and including the first day of the Default Interest
          Period up to but excluding the last day of the Default Interest Period
          or, if earlier, the day on which the Unpaid Amount is paid or
          delivered, as the case may be, in full.

4.6  FURTHER INTEREST

     If a liability under this agreement becomes merged in a judgment or order
     or exists after any winding up of the Borrower, the Borrower, as an
     independent obligation, shall pay or deliver interest in cash or Gold, as
     the case may be, to the Facility Agent (for the account of the relevant
     Financiers) on the amount of money or quantity of Gold, as the case may be,
     of that liability over each Default Interest Period for that amount of
     money or quantity of Gold, as the case may be, from the date the liability
     becomes payable or deliverable both before and after the judgment, order or
     winding up until it is paid or delivered, at the higher of the rate payable
     or deliverable under the judgment, order or winding up and the Default Rate
     for that Default Interest Period, PROVIDED THAT nothing in this clause
     imposes an obligation to pay money or deliver Gold, as the case may be,
     twice on the same amount of money or quantity of Gold, as the case may be,
     for the same period.

4.7  ACCRUAL OF INTEREST

     Interest under this clause:

     (a)  accrues daily; and

     (b)  is calculated on the basis of the actual number of days elapsed and a
          360 day year.


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                               12 September 2005

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4.8  PAYMENT AND CAPITALISATION OF DEFAULT INTEREST

     Interest which accrues on an Unpaid Amount over a Default Interest Period
     is payable in US Dollars or deliverable in Gold, as the case may be, on the
     earlier of:

     (a)  the date on which the Unpaid Amount is paid or delivered in full; and

     (b)  the last day of that Default Interest Period,

     and may be capitalised by the Facility Agent (at its option), to the extent
     that it has not been paid or delivered, on the last day of that Default
     Interest Period.

4.9  OBLIGATION TO PAY OR DELIVER UNAFFECTED

     Nothing in this clause affects the Borrower's obligation to pay money or
     deliver Gold each amount of money or quantity of Gold which is due and
     payable or deliverable, as the case may be, under this agreement on the
     date on which it falls due for payment or delivery.

4.10 INABILITY TO DETERMINE LIBOR

     If, paragraph (a) or (b) of the definition of LIBOR applies and Financiers
     representing at least 33.33 per cent of the Total RCF Commitment at that
     time have notified the Facility Agent (who must notify the Borrower) that
     deposits in US Dollars are not available to them in sufficient amounts in
     the ordinary course of business to fund, make or maintain an RCF Advance
     for an Interest Period, then LIBOR for that RCF Advance and that Interest
     Period will be the cost to the Financiers of funding that RCF Advance by
     whatever means the Facility Agent determines to be most appropriate (as
     certified by the Facility Agent to the Borrower within five days of the
     first day of that Interest Period) and expressed as a percentage rate per
     annum.

4.11 GOLD MARKET DISRUPTION

     If any Financier reasonably determines that by reason of circumstances
     affecting the gold market, currency exchange controls or any other reason,
     Gold is not available to it in sufficient amounts in the ordinary course of
     business to fund, make or maintain the Gold Advance, then it must notify
     the Facility Agent and the Borrower. The parties agree to negotiate in good
     faith to consider other alternative funding options (including, converting
     the Gold Facility into a US Dollar cash facility).


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                               12 September 2005

<PAGE>

5    FEES

5.1  COMMITMENT FEE

     (a)

          (i)  In respect of the Revolving Credit Facility, a commitment fee
               accrues at 0.75% per annum on the daily amount of the applicable
               Undrawn Commitment (if any) from the date of this agreement, in
               US Dollars, until the Repayment Date.

          (ii) In respect of the Gold Facility, a commitment fee accrues at
               0.75% per annum on the daily amount of the applicable Undrawn
               Commitment (if any) from the date of this agreement, in Gold,
               until the last day of the Gold Availability Period.

     (b)  The commitment fee is calculated on the actual number of days elapsed
          and a 360 day year.

     (c)  The Borrower shall pay in US Dollars or deliver in Gold (as the case
          may be) the accrued commitment fee quarterly in arrears to the
          Facility Agent (for the account of the relevant Financiers) on each
          Quarter Day.

5.2  ARRANGING FEE, PARTICIPATION FEE

     (a)  On the date of the first drawdown, the Borrower shall pay to the
          Facility Agent (for the account of the Arranger) an arranging fee in
          the amount agreed between them in the Fee Letter.

     (b)  On the date of the first drawdown, the Borrower shall pay to the
          Facility Agent (for the account of each Financier who is party to this
          agreement on the date of its execution) a participation fee in the
          amount set out in the invitation letters sent to the Initial
          Financiers on or about 1 July 2005 by the Arranger regarding potential
          participation in the Facilities.

5.3  AGENCY FEE

     The Borrower shall pay to the Facility Agent for its own account an agency
     fee in the amount and at the times agreed between them in the Fee Letter.

5.4  PRI PREMIUM

     The Borrower shall pay to the Facility Agent (for the account of the
     Financiers) an amount equal to the PRI Premium as adjusted and payable in
     accordance with the PRI. The Financiers agree not to amend Endorsement 2 of
     the PRI without the Borrower's prior written consent (which consent must
     not be unreasonably withheld or delayed).


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6    REPAYMENT AND PREPAYMENT

     PART A - REVOLVING CREDIT FACILITY

6.1  FINAL REPAYMENT OF RCF ADVANCES

     On the Repayment Date, the Borrower shall repay each outstanding RCF
     Advance under the Revolving Credit Facility and pay any accrued but unpaid
     interest on any such RCF Advance.

6.2  NOTICE OF PREPAYMENT OF RCF ADVANCES

     Subject to clauses 6.4 ("Minimum amount for prepayment of RCF Advances")
     and 14.1(f) ("Costs"), the Borrower may elect to prepay an RCF Advance in
     whole or in part, without premium or penalty, by giving a notice to the
     Facility Agent which:

     (a)  is signed by an Authorised Representative of the Borrower;

     (b)  is given to the Facility Agent not later than 10.00 AM (Sydney time)
          at least two Business Days before the date on which the prepayment is
          to be made; and

     (c)  identifies the relevant RCF Advance and specifies the amount to be
          prepaid.

     A notice under this clause is effective when given to the Facility Agent as
     contemplated by paragraph (b), is irrevocable once effective and binds the
     Borrower to act in accordance with its terms.

6.3  PREPAYMENT OF RCF ADVANCES

     The Borrower shall pay to the Facility Agent (for the account of the
     relevant Financiers), on the date specified in a notice given under clause
     6.2 ("Notice of prepayment of RCF Advances"):

     (a)  the amount specified in the notice; and

     (b)  all interest and fees accrued but unpaid under clauses 4 ("Interest
          Periods and interest") and 5 ("Fees"), in respect of the amount
          prepaid.

     Amounts prepaid may be redrawn subject to the Revolving Credit Facility
     Limit.

6.4  MINIMUM AMOUNT FOR PREPAYMENT OF RCF ADVANCES

     The Borrower may only prepay part of an Advance pursuant to this clause, if
     that part is a minimum of US$2,500,000 and a multiple of US$500,000.

     PART B - GOLD FACILITY

6.5  RE-DELIVERY OF THE GOLD ADVANCE

     On each Gold Repayment Date, the Borrower shall re-deliver, in accordance
     with clause 7.1 (b), the quantity of Gold borrowed under the Gold Facility
     in


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                               12 September 2005

<PAGE>

     Ounces as set out opposite that Gold Repayment Date (each a "GOLD
     REDUCTION"), in the table below:

<TABLE>
<CAPTION>
GOLD REPAYMENT DATE   QUANTITY OF GOLD IN OUNCES   TOTAL GOLD COMMITMENT
-------------------   --------------------------   ---------------------
<S>                   <C>                          <C>
28 September 2007               30,000                    450,000
31 December 2007                30,000                    420,000
31 March 2008                   30,000                    390,000
30 June 2008                    30,000                    360,000
30 September 2008               15,000                    345,000
31 December 2008                25,000                    320,000
31 March 2009                   50,000                    270,000
30 June 2009                    35,000                    235,000
30 September 2009               30,000                    205,000
31 December 2009                15,000                    190,000
31 March 2010                   40,000                    150,000
30 June 2010                    25,000                    125,000
30 September 2010               15,000                    110,000
31 December 2010                20,000                     90,000
31 March 2011                   40,000                     50,000
30 June 2011                    50,000                        Nil
</TABLE>

6.6  REDUCTION OF GOLD FACILITY LIMIT AND FINANCIERS' GOLD COMMITMENTS

     The Gold Facility Limit is reduced by the quantities of Gold re-delivered
     under clause 6.5 ("Re-delivery of the Gold Advance"). Each Financier's Gold
     Commitment also reduces by the Financier's Gold Proportion of the quantity
     re-delivered under clause 6.5 ("Re-delivery of the Gold Advance").

6.7  NOTICE OF VOLUNTARY PRE-DELIVERY OF THE GOLD ADVANCE

     Subject to clauses 6.9 ("Minimum Quantity for voluntary pre-delivery of the
     Gold Advance") and 14.1(f) ("Costs"), the Borrower may elect to pre-deliver
     Gold comprising the Gold Advance in whole or in part, without premium or
     penalty, by giving a notice to the Facility Agent which:

     (a)  is signed by an Authorised Representative of the Borrower;

     (b)  is given to the Facility Agent not later than 10.00 AM (London time)
          at least two Business Days before the date on which the re-delivery is
          to be made; and


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     (c)  specifies the quantity of Gold comprising the Gold Advance to be
          pre-delivered.

     A notice under this clause is effective when given to the Facility Agent as
     contemplated by paragraph (b), is irrevocable once effective and binds the
     Borrower to act in accordance with its terms.

6.8  VOLUNTARY PRE-DELIVERY OF THE GOLD ADVANCE

     The Borrower must re-deliver to the Facility Agent (for the account of the
     relevant Financiers), on the date specified in a notice given under clause
     6.7 ("Notice of voluntary pre-delivery of the Gold Advance"):

     (a)  the quantity of Gold specified in the notice; and

     (b)  in Gold, all interest and fees accrued but unpaid or delivered under
          clauses 4 ("Interest Periods and interest") and 5 ("Fees"), in respect
          of the quantity of Gold pre-delivered.

     Any Gold pre-delivered may not be re-borrowed from the Financiers.

6.9  MINIMUM QUANTITY FOR VOLUNTARY PRE-DELIVERY OF THE GOLD ADVANCE

     The Borrower may only pre-deliver part of the Gold Advance pursuant to this
     clause, if that part is a minimum quantity of 10,000 Ounces and a multiple
     quantity of 2,500 Ounces.

6.10 EFFECT OF A VOLUNTARY PRE-DELIVERY OF GOLD

     A voluntary pre-delivery of Gold under clause 6.8 ("Voluntary pre-delivery
     of the Gold Advance") is to be applied first against the then final Gold
     Reduction and then against the remaining Gold Reductions in reverse order
     to the order in which the Gold reductions are due to be re-delivered.

6.11 MANDATORY PRE-DELIVERY OF THE GOLD ADVANCE

     (a)  If a Permitted Dividend is paid, the Borrower must immediately pre-
          deliver to the Facility Agent (for the account of the relevant
          Financiers) a quantity of Gold which has a Current Dollar Value equal
          to 50% of that Permitted Dividend ("MANDATORY GOLD PRE-DELIVERY"). The
          Mandatory Gold Pre-delivery is the amount of Gold in Ounces calculated
          by the Facility Agent by dividing 50% of the Permitted Dividend by the
          London Gold Price on the Permitted Dividend Payment Date.

     (b)  If on any Calculation Date, the Debt Service Cover Ratio is below
          1.35:1 or the Loan Life Cover Ratio is below 1.65:1, the Borrower
          will, on the next Interest Payment Date in respect of the Gold Advance
          (provided that if there is no Principal Outstanding under the Gold
          Advance, the relevant date will be the next Interest Payment Date
          under the Revolving Credit Facility) after the relevant ratio
          certificate has been given or was due to have been given under clause
          10.3(d) ("Reporting undertakings"):


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          (i)  apply (including, if required, for the purchase of Gold for
               depositing into the Unallocated Bullion Account) any surplus cash
               (being, all cash standing to the credit of the Off-shore Accounts
               on that Interest Payment Date) which comprises Excess Project
               Cashflow as at that Calculation Date which would otherwise be
               available for Distributions; and

          (ii) deliver any surplus Gold (being, all Gold standing to the credit
               of the Unallocated Bullion Account on the relevant Calculation
               Date that is not otherwise required to meet Gold delivery
               obligations under this agreement on that date),

          to reduce the Principal Outstanding under the Gold Facility (in
          inverse order) and, if there is no Principal Outstanding under the
          Gold Advance, the Revolving Credit Facility.

6.12 EFFECT OF A MANDATORY GOLD PRE-DELIVERY

     A Mandatory Gold Pre-delivery under clause 6.11 ("Mandatory pre-delivery of
     the Gold Advance") is to be applied first against the then final Gold
     Reduction and then successively against the remaining Gold Reductions in
     reverse order to the order in which the Gold reductions are due to be
     re-delivered.

7    PAYMENTS AND DELIVERIES GENERALLY

7.1  MANNER OF PAYMENT OR DELIVERY

     The Borrower shall make each payment of money or re-delivery of Gold due to
     any Financier or the Facility Agent under this agreement in the currency in
     which it is due to the Facility Agent under this agreement in Immediately
     Available Funds or in Gold, as the case may be, and unless paragraph (c)
     applies:

     (a)  in respect of payments in money, at or before 11:00 a.m. (Sydney time)
          on the due date for that payment by electronic funds transfer or other
          satisfactory method of payment to the Facility Agent's US Dollar bank
          account at:

               ABN AMRO Bank N.V., New York
               Account Number: 673-001-086342 (OBU)
               Account Name: ABN AMRO Australia Limited - USD A/c
               Swift details ABNAAU2S-OBU
               CHIPS UID: 219693;

     (b)  in respect of the re-delivery of Gold, at or before 11:00 a.m. (London
          time) on the due date for that re-delivery to the Facility Agent's
          unallocated bullion account at:

               JP Morgan Chase Bank, London
               Account Number: 729
               Account Name: ABN AMRO Bank NV, Australia Branch
               OBU; or


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     (c)  as the Facility Agent may direct by notice given not later than 3
          Business Days before the payment or re-delivery, as the case may be,
          is made.

7.2  NO SET-OFF OR WITHHOLDING

     To the maximum extent permitted by applicable law, the Borrower shall make
     each payment or re-delivery of Gold to the Facility Agent under this
     agreement without any set-off or counterclaim and free and clear of, and
     without any deduction or withholding for or on account of, any Tax.

7.3  DISTRIBUTION BY FACILITY AGENT

     (a)  The Facility Agent shall promptly distribute amounts of money or
          quantities of Gold received under this agreement for the account of
          one or more Financiers in accordance with their respective
          entitlements.

     (b)  A payment of money or re-delivery of Gold to a Financier under this
          clause shall be made:

          (i)  In the case of money, in Immediately Available Funds to that
               Financier's account as specified in schedule 1 ("Details of
               Financiers"), or as that Financier otherwise directs by notice
               given not later than one Business Day before the date of payment;
               or

          (ii) in the case of Gold, in Gold to that Financier's account as
               specified in schedule 1 ("Details of Financiers"), or as that
               Financier otherwise directs by notice given not later than one
               Business Day before the date of delivery;

          and in either case on the same day that the Facility Agent receives
          the relevant amount of money or quantity of Gold if that amount or
          quantity is received by 1:00 PM (local time in the city of receipt) or
          otherwise no later than the next Business Day.

7.4  DISTRIBUTION OF ACTUAL RECEIPTS

     As between the Facility Agent and the Financiers, the Facility Agent is not
     obliged to pay any amount of money or quantity of Gold to, or on behalf of,
     any party until it is satisfied that it has received that amount of money
     or quantity of Gold from the party obliged to pay it. However, the Facility
     Agent may assume that the amount of money or quantity of Gold has been or
     will be paid or delivered to it in accordance with this agreement. If the
     Facility Agent pays any amount of money or quantity of Gold to or on behalf
     of a party, but determines later that it had not already received that
     amount of money or quantity of Gold from the party obliged to pay or
     deliver it:

     (a)  the party receiving the amount of money or quantity of Gold shall
          refund or reimburse that amount of money or quantity of Gold (together
          with interest computed daily at the rate certified by the Facility
          Agent as being its cost of funds for that amount of money or quantity
          of Gold, such certificate to be conclusive in the absence of manifest
          error) to the Facility Agent on demand; and


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     (b)  the party who should have made the amount of money or quantity of Gold
          available shall indemnify the Facility Agent against, and shall pay to
          the Facility Agent on demand the amount of money or quantity of Gold
          of, all losses, liabilities, costs and expenses incurred by the
          Facility Agent as a result of it having paid that amount of money or
          quantity of Gold before receiving it.

7.5  EFFECT OF PAYMENT TO FACILITY AGENT

     Subject to this agreement, a payment of money or re-delivery of Gold by the
     Borrower to the Facility Agent for the account of a Financier satisfies the
     Borrower's obligation to that Financier except to the extent that:

     (a)  that Financier is obliged to share the payment of money or re-delivery
          of Gold with another party in accordance with this agreement, in which
          case the Borrower's obligation to that other party is satisfied to the
          extent of the amount of money or quantity of Gold so shared; or

     (b)  the Facility Agent or that Financier is obliged to refund the payment
          of money or re-delivery of Gold under any applicable law (whether
          relating to insolvency or otherwise).

7.6  ORDER OF DISTRIBUTION

     If any amount of money or quantity of Gold received by the Facility Agent
     from the Borrower is not sufficient to satisfy the obligations of the
     Borrower to the Facility Agent in that capacity and to the Financiers, the
     amount of money or quantity of Gold is to be applied:

     (a)  first, towards payment to the Facility Agent or Arranger in that
          capacity of fees or amounts due to it under clause 14 ("Costs and
          currency indemnity");

     (b)  secondly, towards payment of money or re-delivery of Gold, as the case
          may be, to the Financiers of amounts of money or quantities of Gold,
          as the case may be, due to them under clause 14 ("Costs and currency
          indemnity"); and

     (c)  thirdly, towards payment of money or re-delivery of Gold, as the case
          may be, to the Facility Agent and the Financiers of any other amounts
          of money or quantities of Gold, as the case may be, due under this
          agreement (whether towards interest, principal or other amounts in
          such order as the Facility Agent determines),

     in each case (where applicable) rateably in accordance with their
     respective entitlements or in such other manner as the Facility Agent
     determines (acting on the Majority Financiers' instructions).

7.7  GROSSING UP

     (a)  If at any time any applicable law requires the Borrower to make any
          deduction or withholding in respect of any Tax or Excluded Tax from
          any payment of money or re-delivery of Gold to or for the account of a
          Financier or the Facility Agent under this agreement, the Borrower
          shall:


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          (i)  notify the Facility Agent of the nature of that requirement
               promptly after the Borrower becomes aware of it;

          (ii) ensure that any such deduction or withholding does not exceed the
               minimum amount legally required;

          (iii) pay to the relevant Government Agency the full amount of any
               such deduction or withholding within the time for payment allowed
               under applicable law; and

          (iv) promptly deliver to the Facility Agent copies of any receipts,
               certificates or other proof evidencing the amounts (if any) paid
               or payable in respect of any such deduction or withholding.

     (b)  If the Borrower is required to make a deduction or withholding in
          respect of any Tax, unless the Tax is an Excluded Tax, the Borrower
          shall pay or deliver, as the case may be, to the Facility Agent for
          the account of the relevant Financier, at the time that payment or
          delivery, as the case may be, is due, such additional amounts of money
          or quantities of Gold, as the case may be, as are necessary to ensure
          that after the making of that deduction or withholding the relevant
          Financier receives a net sum or quantity equal to the sum or quantity
          that the recipient would have received if no such deduction or
          withholding had been required to be made.

     (c)  Whenever paragraph (b) applies:

          (i)  each relevant Financier shall use all reasonable endeavours,
               consistent with prudent banking practice, and at no additional
               net cost to that Financier when compared to the net cost of the
               Financier in providing the relevant portion of its Total
               Commitment prior to the occurrence of the events or circumstances
               contemplated by paragraph (b) to restructure the funding of its
               portion of relevant RCF Advances or the Gold Advance so as to
               minimise the amount of money or quantity of Gold or any
               additional amount of money or quantity of Gold payable by the
               Borrower under that paragraph; and

          (ii) each relevant Financier shall use all reasonable endeavours,
               consistent with prudent banking practice, to claim the benefit of
               any available tax credit for the relevant withholding tax paid
               and shall pay to the Borrower the amount of any credit so
               obtained to the extent that the credit has the effect of
               recouping to the Financier the amount so paid by the Borrower
               under paragraph (b),

          provided that the Facility Agent or a Financier need only pay any such
          amount to the extent it can do so in its opinion without prejudicing
          the retention of the amount of the credit, rebate or other benefit. In
          complying with this paragraph (c), neither the Facility Agent nor any
          Financier need disclose to the Borrower information about their tax
          affairs or order them in a particular way.


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     (d)  If the Borrower is obliged to make a payment of money or delivery of
          Gold under paragraph (b), the Borrower may at anytime thereafter, by
          notice to the Facility Agent:

          (i)  terminate that Financier's RCF Commitment or Gold Commitment, as
               the case may be, and elect to repay or re-deliver that
               Financier's participation in the applicable Principal Outstanding
               in respect of all the Facilities, together with any accrued but
               unpaid interest, fees and any other amounts of money or
               quantities of Gold outstanding to that Financier; or

          (ii) require that Financier to transfer in accordance with clause 17
               ("Assignments and substitutions") its RCF Commitment or Gold
               Commitment, as the case may be, and its participation in all RCF
               Advances or the Gold Advance to a financial institution nominated
               by the Borrower.

     (e)  A notice given by the Borrower pursuant to paragraph (d):

          (i)  is effective when given to the Facility Agent;

          (ii) is irrevocable; and

          (iii) binds the Borrower to act in accordance with any election made
               in that notice.

     (f)  For the purpose of this clause 7.7 only, "Tax" will not include
          "Indirect Tax".

7.8  CURRENCY OF PAYMENT

     If the Facility Agent or a Financier receives an amount in a currency other
     than that in which it is due:

     (a)  it may convert the amount received into the due currency (even though
          it may be necessary to convert through a third currency to do so) on
          the day and at such rates (including spot rate, same day value rate or
          value tomorrow rate) as it reasonably considers appropriate. It may
          deduct its usual costs and expenses in connection with the conversion;
          and

     (b)  the Borrower satisfies its obligation to pay in the due currency only
          to the extent of the amount of the due currency obtained from the
          conversion after deducting the costs and expenses of the conversion.

7.9  INDIRECT TAX GROSS UP

     All payments or deliveries of Gold to be made by the Borrower under or in
     connection with any Transaction Document have been calculated without
     regard to Indirect Tax. If all or part of any such payment or delivery of
     Gold is the consideration for a taxable supply or chargeable with Indirect
     Tax (an "INDIRECTLY TAXABLE PAYMENT OR DELIVERY") then, when the Borrower
     makes the payment or delivers the Gold:


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     (a)  it must pay to the Facility Agent an additional amount equal to that
          payment or any delivery of Gold or the Current Dollar Value of any
          delivery of Gold (or part) multiplied by the appropriate rate of
          Indirect Tax; and

     (b)  the Facility Agent will promptly provide to the Borrower a tax invoice
          complying with the relevant law relating to that Indirect Tax.

     Where a Transaction Document requires the Borrower to reimburse the
     Facility Agent, the Security Trustee or a Financier for any costs or
     expenses, that Borrower shall also at the same time pay and indemnify the
     Facility Agent, the Security Trustee or the Financier, as the case may be,
     against all Indirect Tax incurred by the Facility Agent, the Security
     Trustee or the Financier, as the case may be, in respect of the costs or
     expenses save to the extent that the Facility Agent, the Security Trustee
     or the Financier, as the case may be, is entitled to repayment or credit in
     respect of the Indirect Tax. The Facility Agent, the Security Trustee or
     the Financier, as the case may be, will promptly provide to the Borrower a
     tax invoice complying with the relevant law relating to that Indirect Tax.

7.10 REFUND

     This clause 7.10 ("Refund") applies if the actual amount of Indirect Tax
     paid or payable by the Facility Agent, the Security Trustee or the
     Financier, as the case may be, on an Indirectly Taxable Payment or Delivery
     made in connection with this agreement is less than the amount paid by the
     Borrower under clause 7.9 ("Indirect Tax gross up"). In that case, the
     Facility Agent, the Security Trustee or the Financier, as the case may be,
     agrees to refund the difference to the Borrower. The Facility Agent, the
     Security Trustee or the Financier, as the case may be, agrees to make the
     refund as soon as practicable after the actual amount of Indirect Tax on
     the Indirectly Taxable Payment or Delivery is paid or can be clearly
     ascertained by the Facility Agent, the Security Trustee or the Financier,
     as the case may be.

8    CANCELLATION

8.1  CANCELLATION OF TOTAL RCF COMMITMENTS

     The Borrower may elect by notice given in accordance with clause 8.2
     ("Cancellation notice") to cancel the Undrawn Commitment in respect of the
     Total RCF Commitment only in whole or in part, by an amount which in the
     case of a cancellation in part, is US$2,500,000 or a multiple of
     US$500,000.

8.2  CANCELLATION NOTICE

     A notice under clause 8.1 ("Cancellation of Total RCF Commitments") must:

     (a)  be signed by an Authorised Representative of the Borrower;

     (b)  be given to the Facility Agent not later than 4:00 PM (Sydney time) at
          least 10 days before the date on which the cancellation is to take
          effect; and


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     (c)  specify the amount of the proposed cancellation and the date on which
          it is to take effect.

     A notice under this clause is effective when given to the Facility Agent as
     contemplated by paragraph (b) and, once effective, is irrevocable.

8.3  PROPORTIONAL REDUCTIONS

     Upon a cancellation in whole or part of the Total RCF Commitment, the
     Revolving Credit Facility Limit permanently reduces by the amount of any
     cancellation and the RCF Commitments of the Financiers will, without the
     need for any further action, be reduced, pro rata in their Revolving Credit
     Facility Proportion, by the same aggregate amount as the amount of that
     cancellation.

9    REPRESENTATIONS AND WARRANTIES

9.1  REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Facility Agent and the
     Financiers that:

     (a)  (DUE INCORPORATION) it has been duly incorporated in accordance with
          the laws of the place of its incorporation, is validly existing under
          those laws and has the power and authority to carry on its business as
          it is now being conducted; and

     (b)  (POWER) it has corporate power under its constitution to enter into
          and observe its obligations under the Transaction Documents; and

     (c)  (AUTHORISATIONS) all material authorisations necessary to enter into
          the Transaction Documents and to operate the Project are in full force
          and effect where failure to maintain any such authorisation would have
          a Material Adverse Effect; and

     (d)  (VALID OBLIGATIONS) its obligations under the Transaction Documents
          are valid and binding and are enforceable against it in accordance
          with its terms except to the extent limited by equitable principles,
          statutes of limitations, laws affecting creditors' rights generally
          and any applicable caselaw concerning the recharacterisation of fixed
          charges or mortgages over assets such as bank or bullion accounts as
          floating charges; and

     (e)  (NO CONTRAVENTION) the Transaction Documents and the transactions
          under them do not contravene its constituent documents or any law,
          judgment, agreement, instrument or any of its obligations or
          undertakings; and

     (f)  (ACCOUNTS) its most recent audited accounts give a true and fair view
          of its financial position as at the date to which they are prepared,
          include all material liabilities (contingent or otherwise), and are
          prepared in accordance with International Accounting Standards and
          accounting principles and practices generally accepted and laws
          applicable in PNG; and


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<PAGE>

     (g)  (NO EVENT OF DEFAULT) no Event of Default or Potential Event of
          Default is subsisting under the Transaction Documents; and

     (h)  (NO DEFAULT AND COMPLIANCE WITH LAWS)

          (i)  it is not in default under any law, a document or agreement
               (including, without limitation, any governmental authorisation)
               binding on it or its assets; and

          (ii) nothing has occurred which constitutes an event of default,
               cancellation event, prepayment event or similar event (whatever
               called) under those documents or agreements, whether immediately
               or after notice or lapse of time or both;

          which in any such case would have a Material Adverse Effect; and

     (i)  (NO ACTION) to the best of its knowledge and belief after having made
          due inquiry, there is no pending or threatened action or proceeding
          affecting it or any of the Project Assets before a court or other
          authority which will have a Material Adverse Effect; and

     (j)  (NO IMMUNITY) it does not have immunity from the jurisdiction of a
          court or from legal process in any sovereign jurisdiction in which it
          has Project Assets or in relation to any Transaction Document; and

     (k)  (NO TRUST) it does not enter into any Transaction Document in the
          capacity of a trustee of any trust or settlement; and

     (l)  (CORPORATE BENEFIT) it benefits by executing the Transaction Documents
          to which it is a party; and

     (m)  (GOOD TITLE) as at the date of its latest audited accounts, it was the
          sole beneficial owner of the Project Assets, free and clear of any
          Security Interest, other than a Permitted Security Interest; and

     (n)  (TAXES NOT DELINQUENT) it has paid all Taxes due and payable by it in
          all jurisdictions in which it is subject to taxation and, to the best
          of its knowledge and belief after due inquiry, no claims are being
          asserted against it in respect of Taxes other than those being
          contested in good faith; and

     (o)  (ENVIRONMENTAL) the Project complies in all material respects with
          local environmental approvals and laws and at minimum, complies with
          World Bank Environmental Guidelines; and

     (p)  (LAND CLAIMS) no caveats, land claims, sacred site applications or
          claims of any other nature whatsoever have been lodged or made in
          respect of the Project which would have a Material Adverse Effect; and

     (q)  (INSURANCE) all insurances required under the Transaction Documents
          have been effected, premiums due have been paid and nothing to the
          Borrower's knowledge, has been done or omitted to be done to
          invalidate the insurances or reduce the insurers' liability; and


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     (r)  (BASE CASE) to the best of its knowledge and belief after due enquiry,
          the Base Case is a fair and reasonable representation of the expected
          future performance of the Project from the date of this agreement
          until at least 30 June 2013; and

     (s)  (RANKING OF OBLIGATIONS) its obligations in respect of financial
          indebtedness under the Transaction Documents rank ahead of all its
          unsecured and unsubordinated indebtedness other than in respect of
          liabilities which are mandatorily preferred by law; and

     (t)  (INFORMATION) to the best of its knowledge and belief after due
          inquiry, except as updated by any subsequent disclosure to the
          Facility Agent:

          (i)  all factual information described in the Information Memorandum
               is, at the date of this agreement (or, if specifically stated as
               at another date, as at that date), true in all material respects,
               and that information is not, by the omission of information or
               otherwise, misleading in any material respect; and

          (ii) all material forecasts and projections described in the
               Information Memorandum have been prepared in good faith having
               regard to the knowledge of the Borrower as at the date they were
               prepared; and

     (u)  (NO FINANCIAL INDEBTEDNESS) the Borrower has no Financial Indebtedness
          except that which is permitted under clause 10.2(f) ("Financial
          Indebtedness"); and

     (v)  (SOLVENCY) it is not insolvent (within the meaning of the Companies
          Act 1997 (PNG)) and there are no reasonable grounds to suspect that it
          is unable to pay its debts of money or Gold as and when they become
          due and payable.

The Borrower agrees to notify the Financiers on each Drawdown Date and on the
date each ratio certificate is provided under clause 10.3(d)("Reporting
undertakings") of anything that happens or has happened which would mean it
could not truthfully repeat all its representations and warranties on that date
by reference to the then current circumstances.

9.2  RELIANCE ON REPRESENTATIONS AND WARRANTIES

     The Borrower acknowledges that the Facility Agent and the Financiers have
     entered into the Transaction Documents, and have agreed to provide the
     Facilities, in reliance on the representations and warranties in clause 9.1
     ("Representations and warranties").

9.3  REPETITION OF REPRESENTATIONS AND WARRANTIES

     (a)  All the representations and warranties in clause 9.1 ("Representations
          and warranties") are made on the date of this agreement and on the
          first Drawdown Date.


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     (b)  The representations and warranties in clause 9.1 (other than in clause
          9.1(c) ("authorisations"), (g) ("no Event of Default"), (i) ("no
          action"), (k) ("no trust"), (l) ("corporate benefit"), (n) ("Taxes not
          delinquent"), (o) ("environmental"), (p) ("land claims"), (q)
          ("insurance"), (t) ("information"), (u) ("no Financial Indebtedness")
          and (v) ("solvency")) are taken to be repeated on each Calculation
          Date up to the Termination Date.

10   UNDERTAKINGS

10.1 GENERAL UNDERTAKINGS

     The Borrower undertakes to do the following until the Termination Date,
     unless following a request by the Borrower, the Facility Agent (acting on
     the instructions of Majority Financiers) otherwise consents:

     (a)  (PROPER BOOKS) it will keep proper and adequate books of account which
          provide a true and fair view of its state of affairs; and

     (b)  (NOTIFY BREACH OF REPRESENTATION) it will notify the Facility Agent
          promptly if any representation, action or warranty made or taken to be
          made by it is found to be materially incorrect or misleading; and

     (c)  (NOTIFY EVENTS OF DEFAULT) it will notify the Facility Agent promptly
          after becoming aware of an Event of Default or Potential Event of
          Default, including the provision of full details (as required by the
          Facility Agent) in respect of the Event of Default or Potential Event
          of Default and the steps being taken to remedy it; and

     (d)  (NOTIFY DEFAULTS, PROCEEDINGS ETC) it will advise the Facility Agent
          promptly after it becomes aware of:

          (i)  any material actual, pending or threatened action, claim, or
               proceeding against it;

          (ii) any dispute or default by any party under or in respect of a
               Project Document which would have a Material Adverse Effect;

          (iii) any demand made against it under any guarantee for an amount
               greater than US$5,000,000 (or its equivalent in any currency);
               and

          (iv) any caveat, land claim, sacred site application or claims of any
               nature whatsoever being lodged or made in respect of the Project
               which would have a Material Adverse Effect; and

     (e)  (GOOD STANDING) it will do all things necessary to maintain its
          corporate existence in good standing and not transfer its jurisdiction
          of incorporation or enter into any merger, amalgamation or
          consolidation without the prior consent of the Facility Agent, which
          consent shall not be unreasonably withheld; and


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<PAGE>

     (f)  (COMPLIANCE WITH LAWS) except as permitted by the Mining Development
          Contract and unless contested in good faith, it will duly and
          punctually comply with all laws, licenses, permits, authorisations,
          orders or decrees of a Government Agency binding upon it where failure
          to do so would have a Material Adverse Effect; and

     (g)  (PAY TAXES) unless contested in good faith, it will pay when due all
          Taxes payable by it; and

     (h)  (MAINTAIN AUTHORISATIONS) it will obtain and maintain in full force
          and effect and comply with all material Authorisations required for
          the development or operation of the Project where failure to do so
          would have a Material Adverse Effect; and

     (i)  (PAY DEBTS) unless contested in good faith it will pay or cause to be
          paid its financial obligations including without limitation all rates,
          rents and other outgoings payable by it as and when the same
          respectively become due and payable; and

     (j)  (OPERATE BUSINESS) it will take or procure to be taken, all action
          reasonably necessary in order to:

          (i)  operate the Project in accordance with good mining practice;

          (ii) ensure that all material Project Assets are maintained in good
               and efficient operating condition; and

          (iii) operate the Project in all material respects in accordance with
               the EMMP,

          where, in each case, failure to do so would have a Material Adverse
          Effect; and

     (k)  (COMPLY WITH THE TRANSACTION DOCUMENTS) it will duly and punctually
          comply with each of its obligations under or in respect of the
          Transaction Documents to which it is expressed to be a party; and

     (l)  (ENVIRONMENTAL ISSUES) it will ensure at all times that the Project
          complies in all material respects with local environmental approvals
          and environmental laws, and at a minimum, complies with the World Bank
          Environmental Guidelines; and

     (m)  (PROJECT TENEMENTS) it will ensure that all conditions and
          requirements relating to Project tenements are observed or performed
          in all material respects and that tenements remain valid and are in
          full force and effect; and

     (n)  (INSURANCE) maintain insurances on and in relation to its business and
          the Project Assets in all material respects which reflect the extent
          of those insurances set out in the Marsh Ltd report dated 24 August
          2005 for the currency of that report and thereafter for the term of
          the Facilities, against such risks and to such extent as a prudent
          owner and operator of a gold mining project such as the Project would
          effect, having regard to the circumstances at the time, and that the
          Security Trustee on behalf of the Beneficiaries (as defined in the


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<PAGE>


          Security Trust Deed) is noted as an insured party under material
          Project insurance policies; and

     (o)  (MANAGEMENT TRANSITION PLAN) it will implement the Management
          Transition Plan substantially in accordance with its terms and
          conditions, as amended and updated with the prior approval of the
          Facility Agent, not to be unreasonably withheld; and

     (p)  (INDEPENDENT ENGINEER) to give the Independent Engineer access to the
          operations of the Borrower insofar as those operations relate to the
          Project (subject to generally applicable site safety requirements) for
          the purpose of enabling the Independent Engineer to review and provide
          to the Financiers a report on the operations of the Borrower relating
          to the Project following the occurrence of an event which causes or is
          likely to cause a Material Adverse Effect on those operations; and

     (q)  (PURPOSE) it will apply drawings under the Gold Facility and the
          Revolving Credit Facility for Approved Purposes only; and

     (r)  (CORE BUSINESS) it will maintain as its core business gold production
          and related mining and processing activities; and

     (s)  (NON-FINANCIER HEDGE SCHEDULE) it will not amend the Non-Financier
          Hedge Schedule so as to extend the monthly delivery profile of any
          Hedge Contract detailed in the Non-Financier Hedge Schedule without
          the prior consent of the Majority Financiers, such consent not to be
          unreasonably withheld.

10.2 BUDGET AND NEGATIVE UNDERTAKINGS

     The Borrower undertakes to do the following until the Termination Date,
     unless following a request by the Borrower, the Facility Agent (acting on
     the instructions of Majority Financiers) otherwise consents:

     (a)  (LIFE OF MINE PLAN)

          (i)  it will by 31 January in each year, produce a Life of Mine Plan
               for the Project which will be reviewed by the Independent
               Engineer in relation to technical matters only. The Independent
               Engineer may recommend changes to the LMP if, in its opinion, not
               adopting these changes would have a Material Adverse Effect. If
               the Facility Agent requires some or all of any such
               recommendations to be adopted, it will inform the Borrower of its
               requirements within twenty Business Days of receipt of the LMP;

          (ii) if the Borrower makes a material amendment to the LMP in the
               course of the year, it will promptly provide details of that
               amendment to the Facility Agent. The Facility Agent may require
               the Independent Engineer, in relation to technical matters only,
               to review the effect of the amendment and the Independent
               Engineer may recommend that a change be made to the revised LMP
               if, in its opinion, the revised LMP would


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<PAGE>

               have a Material Adverse Effect. If the Facility Agent requires
               any such recommendations to be adopted, it will promptly inform
               the Borrower of its requirements within ten Business Days of
               receipt of the details of the amendment; and

          (iii) in the event that the Borrower disagrees with the requirements
               of the Facility Agent (as advised by the Independent Engineer)
               under paragraph (a)(i) or (a)(ii) above, the Borrower and the
               Facility Agent will immediately consult in good faith with a view
               to reaching agreement on the LMP but if agreement cannot be
               reached within five Business Days, the matter shall be referred
               for expert determination to a mining engineer or metallurgist
               agreed between the Borrower and the Facility Agent or, failing
               agreement within two Business Days of a party giving notice
               requiring a referral to an independent expert under this clause,
               nominated by the President (or person acting in that position) of
               the Australian Institute of Mining and Metallurgy. The
               independent expert appointed to resolve the dispute must be
               requested to give a decision within ten Business Days of
               receiving notification of appointment. That expert shall act as
               an expert and not an arbitrator and the decision of the expert
               will be final and binding on the parties;

     (b)  (BASE CASE)

          (i)  it will by 31 January in each year, produce a Base Case cashflow
               model for the life of the Project. Each Base Case will be based
               on the current LMP and the latest financial projections of the
               Borrower. To the extent that those projections are materially
               different to those set out in the current LMP, the Borrower will
               promptly provide the Facility Agent with details of any such
               differences;

          (ii) any Base Case provided to the Facility Agent will apply for the
               purposes of this agreement unless the Facility Agent (acting on
               the advice of the Independent Engineer in relation to technical
               matters only) notifies the Borrower within ten Business Days of
               receipt of the Base Case that it disagrees with the Base Case and
               stating that it is reasonably of the opinion that certain
               assumptions in the Base Case are inappropriate and detailing the
               grounds for that opinion which separately or in aggregate will
               have a material impact on the outcome of the Loan Life Cover
               Ratio and/or the Debt Service Cover Ratio; and

          (iii) in the event of a disagreement, the Borrower and the Facility
               Agent will immediately consult in good faith with a view to
               reaching agreement on the Base Case but if agreement cannot be
               reached within five Business Days, the matter shall be referred
               for expert determination as follows:

                    (A) in the case of a dispute primarily as to technical
                    matters, a mining engineer or metallurgist; and


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<PAGE>

                    (B) in the case of a dispute primarily as to financial or
                    economic matters, an accountant, banker or investment
                    banker,

               in each case agreed between the Borrower and the Facility Agent
               or, failing agreement within two Business Days of a party first
               giving notice requiring a referral to an independent expert under
               this clause, nominated:

                    (aa) in the case of a mining engineer or metallurgist, by
                         the President (or person acting in that position) of
                         the Australian Institute of Mining and Metallurgy; and

                    (ab) in the case of an accountant, banker or investment
                         banker, by the President (or person acting in that
                         position) of The Institute of Chartered Accountants in
                         Australia (NSW) Branch.

               The independent expert appointed to resolve a dispute must be
               requested to give a decision within ten Business Days of
               receiving notification of appointment. That expert shall act as
               an expert and not an arbitrator and the decision of the expert
               will be final and binding on the parties;

     (c)  (HEDGING) it will comply with the Hedging Policy;

     (d)  (MAXIMUM HEDGING) it will not commit to forward sales or derivative
          hedging instruments that at the time of the commitment would create a
          commitment of more than:

          (i)  10% of its Proven and Probable Reserves; and

          (ii) 80% of its annual exposure to foreign exchange and interest rate
               market risks;

     (e)  (NEGATIVE PLEDGE) it will not create a Security Interest over the
          whole or any part of any Project Asset (including future revenues
          arising from the Project) other than a Permitted Security Interest; or

     (f)  (FINANCIAL INDEBTEDNESS) it will not create Financial Indebtedness
          (including giving guarantees and indemnities) other than:

          (i)  under the Facilities;

          (ii) Subordinated Debt;

          (iii) indebtedness for purposes such as provision of corporate credit
               cards, and provision of benefits to employees, in an aggregate
               amount at any time of no more than US$5,000,000 (escalated
               according to the US Consumer Price Index);

          (iv) unsecured Financial Indebtedness owing to a subsidiary of the
               Borrower;


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                               12 September 2005

<PAGE>

          (v)  indebtedness arising under finance leases of equipment being
               utilised at the Project or guarantees or indemnities given by the
               Borrower in respect of such indebtedness or under a back-to-back
               loan arrangement, so long as the aggregate present value of all
               amounts remaining payable by the Borrower under all such finance
               leases or guarantees, indemnities and the net amount under such
               loan arrangements do not exceed US$10,000,000 (escalated
               according to the US Consumer Price Index);

          (vi) any finance lease associated with the sale and lease back of the
               geothermal power project with final terms to be approved by the
               Facility Agent acting on the instructions of the Majority
               Financiers (such approval not to be unreasonably withheld);

          (vii) unsecured Financial Indebtedness in an aggregate amount at any
               time of no more than US$15,000,000 (escalated according to the US
               Consumer Price Index) excluding Financial Indebtedness referred
               to in (iv);

          (viii) Limited Recourse Debt;

          (ix) performance guarantees given in respect of contracts entered into
               for the purposes of the Project in the ordinary course of
               business; or

          (x)  any other indebtedness agreed with the Facility Agent (acting on
               the instructions of the Majority Financiers).

     (g)  (LOANS BY BORROWER) it will not lend money or provide any other
          financial accommodation from Project cashflows other than:

          (i)  a deposit of money made in the ordinary course of business to
               secure goods and services;

          (ii) monies withdrawn from the Distribution Account;

          (iii) by way of Authorised Investment; or

          (iv) loans to local inhabitants to assist in business and community
               affairs under paragraph (a)(v) of the definition of "Authorised
               Disbursements", not exceeding, in aggregate US$5,000,000 at any
               time.

          For the avoidance of doubt, the Borrower may lend money or provide
          financial accommodation from non-Project cashflows including without
          limitation, from the proceeds of any permitted capital raising,
          without restriction; or

     (h)  (DISPOSAL OF ASSETS) it will not dispose of Project Assets other than:


          (i)  in the ordinary course of business on arm's length terms; or


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<PAGE>

          (ii) where the aggregate book value of Project Assets disposed of over
               the previous 12 month period does not exceed US$10,000,000; or

          (iii) in conjunction with the finance lease associated with the sale
               and lease back of the geothermal power assets; or

          (iv) with the approval of the Facility Agent, such approval not to be
               unreasonably withheld; and

     (i)  (MINIMUM LIQUIDITY LEVEL) it will ensure that at all times the
          Liquidity Level is least US$15,000,000.

10.3 REPORTING UNDERTAKINGS

     The Borrower undertakes until the Repayment Date or such earlier date on
     which the Total Commitment is cancelled in full, unless following a request
     by the Borrower, the Facility Agent (acting on the instructions of Majority
     Financiers) otherwise consents, promptly to provide to the Facility Agent:

     (a)  (AUDITED ACCOUNTS) its audited annual Accounts and semi-annual
          Accounts prepared in accordance with Accounting Standards and in any
          event within 120 days of the close of the relevant period (with
          sufficient copies for all Financiers and the PRI Insurer);

     (b)  (CORPORATE NOTICES) a copy of all notices, circulars and other written
          information and documents given to its shareholders or the Australian
          Stock Exchange, the NASDAQ Stock Exchange or the Port Moresby Stock
          Exchange;

     (c)  (OPERATING REPORTS) copies of the monthly management reports in
          respect of:

          (i)  the operating performance of the Project; and

          (ii) the monthly balance and monthly statement of cash flows of each
               of the Off-shore Secured Accounts, the Onshore Secured Account
               and the Unallocated Bullion Account;

     (d)  (RATIO CERTIFICATE) within 45 days following a Calculation Date (or,
          if a disagreement has occurred in relation to a Base Case, within 15
          days of the resolution of that disagreement in accordance with clause
          10.2(b)(iii) ("Base Case")) a ratio certificate signed by an
          Authorised Representative of the Borrower, certifying the Debt Service
          Cover Ratio and the Loan Life Cover Ratio for the relevant period
          together with the supporting workings and information used to
          calculate those ratios. If the Facility Agent notifies the Borrower
          within ten Business Days of receipt of the ratio certificate that it
          disagrees with any of its contents, the matter shall be resolved in
          accordance with the procedures as set out in clause 10.2(b)(iii)
          ("Base Case");

     (e)  (ENVIRONMENTAL AND SOCIAL) a statement summarising all material
          environmental and social issues which have arisen in relation to the


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<PAGE>

          Project not already reported in a monthly management report which
          statement is to be provided at least once per calendar year; and

     (f)  (OTHER INFORMATION) any other information reasonably requested by the
          Facility Agent in relation to the Project or the financial condition
          or business of the Borrower.

10.4 PRI TOP-UP UNDERTAKING

     If, on any day after the date of this agreement:

     (a)  the London Gold Price rises above US$485 per Ounce (the "THRESHOLD
          TRIGGER"); and

     (b)  the sum of:

          (i)  the Current Dollar Value of the Principal Outstanding of all Gold
               Advances; and

          (ii) the Revolving Credit Facility Limit;

          (the "AGGREGATE USD PRINCIPAL OUTSTANDING")

     exceeds the then applicable Maximum Limit of Liability (as defined in the
     PRI) ("PRI LIMIT"), the Borrower must, by the date which is 30 days after
     the Threshold Trigger is breached (except in the case of clause 10.4(g), 15
     days after the Threshold Trigger is breached):

     (c)  pre-deliver, in accordance with clause 6.7 ("Notice of voluntary pre-
          delivery of the Gold Advance"), sufficient quantities of Gold to
          ensure that the Aggregate USD Principal Outstanding does not exceed
          the PRI Limit; or

     (d)  where the Undrawn Commitment in respect of the Revolving Credit
          Facility is zero:

          (i)  prepay, in accordance with clause 6.2 ("Notice of prepayment of
               RCF Advances") all or part of any RCF Advances to ensure that the
               Aggregate USD Principal Outstanding does not exceed the PRI
               Limit; and

          (ii) cancel, in accordance with clause 8.1 ("Cancellation of Total RCF
               Commitments"), all of the Undrawn Commitment in respect of the
               Revolving Credit Facility following the prepayment in (d)(i)
               above; or

     (e)  cancel, in accordance with clause 8.1 ("Cancellation of Total RCF
          Commitments"), so much of the Undrawn Commitment in respect of the
          Revolving Credit Facility as is necessary; or

     (f)

          (i)  deposit sufficient US Dollar funds, by way of transfer from an
               Off-shore Account, into an interest bearing bank account to be
               opened in the name of the Facility Agent, equal to the


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<PAGE>

               amount by which the Aggregate USD Principal Outstanding exceeds
               the PRI Limit (the "PRI COVER SHORTFALL AMOUNT"); or

          (ii) deposit sufficient Gold, by way of transfer from the Unallocated
               Bullion Account, into a gold bullion account to be opened in the
               name of the Facility Agent, which Gold has a Current Dollar Value
               equal to the PRI Cover Shortfall Amount; or

          (iii) deposit any combination of US Dollar funds or Gold as
               contemplated under clauses 10.4(f)(i) and (ii), provided that the
               aggregate of such deposits are equal to the PRI Cover Shortfall
               Amount; or

     (g)  instruct the Facility Agent to procure, and the Facility Agent will
          promptly do so at the Borrower's cost, additional PRI with such
          insurers as are acceptable to the Majority Financiers sufficient to
          cover the PRI Cover Shortfall Amount.

     The Facility Agent will review at the end of each Quarter any amount held
     in any account established under clauses 10.4(f)(i) and (ii) and must
     release any Surplus Amount, or part thereof, to an Off-shore Account. For
     the purpose of this clause 10.4, "Surplus Amount" means the amount by which
     the aggregate of the PRI Limit and the PRI Cover Shortfall exceeds the
     Aggregate USD Principal Outstanding at the relevant time.

10.5 COST-TO-COMPLETE TEST

     (a)  (COST-TO-COMPLETE) The Borrower must provide the Facility Agent within
          45 days following a Quarter Date commencing on 31 December 2005 and
          ending on 30 June 2007, a Cost to Complete certificate confirming that
          as at that Quarter Date, the aggregate of:

          (i)  the credit balance in the Off-shore Proceeds Accounts;

          (ii) the value of Authorised Investments;

          (iii) the item described in paragraph (a) of the definition of Project
               Cashflow, less the item described in paragraph (c) of the
               definition of Project Cashflow based on the forecasts to 30 June
               2007 (per the latest Base Case);

          are sufficient to cover the aggregate cost to complete of the
          Flotation Plant Expansion, the acquisition of associated mining
          equipment and the Geothermal Power Plant Expansion;

     (b)  If a Cost to Complete certificate identifies a funding shortfall
          ("SHORTFALL"), then no further drawdown may be made under any
          Facility. The Borrower must, within 30 Business Days thereof, deposit
          funds into an Off-shore Proceeds Account in an amount equal to the
          Shortfall. Failure to do so will constitute an Event of Default.


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<PAGE>

11   BANK ACCOUNTS

11.1 MAINTAINING BANK ACCOUNTS

     The Borrower may, and shall in accordance with the terms of this agreement,
     open and maintain Off-shore Secured Accounts, an Onshore Account and an
     Unallocated Bullion Account and may open and maintain Distribution Accounts
     and any other bank accounts in accordance with the provisions of this
     agreement.

11.2 OPENING OF OFF-SHORE SECURED ACCOUNTS

     On or before the CP Satisfaction Date, the Borrower agrees to open, or
     maintain, as the case may be, with the Account Bank at its office at Level
     11, 240 Queen Street, Brisbane, Australia, the following accounts in the
     name of the Borrower:

     (a)  the segregated operating account, with account no. 100634044USD115601
          (together with any sub-accounts into which such account may be
          divided);

     (b)  the segregated operating account, with account no. 06400010459846
          (together with any sub-accounts into which such account may be
          divided) (together with the account referred to in (a) the "OFF-SHORE
          ACCOUNTS"); and

     (c)  the segregated insurance account, with account no. 100634045USD115601
          (together with any sub-accounts into which such account may be
          divided) (the "INSURANCE ACCOUNT" and, together with the Off-shore
          Accounts, the "OFF-SHORE SECURED ACCOUNTS"); and

     (d)  if, at any time, the Account Bank for any reason, is no longer willing
          to maintain the Off-shore Secured Accounts the Borrower shall open
          with another bank or financial institution approved by the Facility
          Agent (such approval not to be unreasonably withheld) an account
          corresponding to each of the Off-shore Secured Accounts and procure
          the transfer to the credit thereof any amount then standing to the
          credit of the relevant account, together with any accrued interest
          thereon.

11.3 OPERATION OF OFF-SHORE SECURED ACCOUNTS

     (a)  Each Off-shore Secured Account will be a separate account with the
          Account Bank and:

          (i)  none of the restrictions in this clause 11 ("Bank accounts") on
               the withdrawal of funds from the Off-shore Secured Accounts shall
               affect the obligations of the Borrower to make any payments of
               any nature required to be made to the Financiers on the due date
               for payment thereof in accordance with the Transaction Documents;
               and

          (ii) no withdrawal shall be made from any Off-shore Secured Account if
               it would cause such account to become overdrawn.


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<PAGE>

     (b)  Each amount, from time to time, standing to the credit of each
          Off-shore Secured Account shall bear interest at such rate as may from
          time to time be agreed between the Borrower and the Account Bank.

11.4 OFF-SHORE ACCOUNTS

     (a)  The Borrower shall ensure that save as provided in clause 11.5
          ("Insurance Account") (and excluding workers' compensation payments
          payable under any insurance policy) and clause 11.6 ("Distribution
          Accounts") all amounts received by it in relation to or derived from
          or in connection with the Project or Project Assets, in a currency
          other than Kina, are immediately converted into Dollars, Canadian
          dollars, Japanese Yen, Euro, Pounds Sterling, Australian dollars or
          any other freely convertible currency agreed by the Facility Agent
          acting on the instructions of the Majority Financiers and credited to
          an Off-shore Account.

     (b)  Save as otherwise provided herein or as otherwise agreed by the
          Facility Agent (acting on the instructions of the Majority
          Financiers), the Borrower may request amounts to be paid from an
          Off-shore Account and shall apply amounts so paid to meet Authorised
          Disbursements (and may transfer amounts to the Onshore Account to meet
          Kina denominated Authorised Disbursements), any payments permitted
          under clauses 10.4(f) ("PRI top-up undertaking"), 11.4(d) or 11.4(e)
          ("Off-shore Accounts") and in respect of the acquisition of Authorised
          Investments in accordance with clause 11.9 ("Authorised Investments").

     (c)  At any time when an Event of Default has occurred and is continuing:

          (i)  the Facility Agent, acting on the instructions of the Majority
               Financiers, may give notice to the Account Bank that such default
               is continuing and instruct the Account Bank not to act on the
               instructions or requests of the Borrower in relation to any sum
               standing to the credit of an Off-shore Account;

          (ii) following the giving of such notice, and during the continuance
               of such default, the Facility Agent shall control the Off-shore
               Secured Accounts to the exclusion of the Borrower and shall
               authorise the Account Bank to pay Authorised Disbursements other
               than close-out or termination amounts under Hedging Contracts;

          (iii) if the Facility Agent has given notice pursuant to (i) above in
               relation to any default, the Facility Agent shall promptly give
               notice to the Account Bank when a default is no longer
               continuing.

     (d)  If, having regard to a certificate under clause 10.3(d) ("ratio
          certificate") (or if there is a dispute in relation to that
          certificate, after resolution of that dispute), as at a Calculation
          Date:

          (i)  the Liquidity Level is not less than US$15,000,000; and


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<PAGE>

          (ii) the Debt Service Cover Ratio at that Calculation Date is equal to
               or greater than 1.35:1; and

          (iii) the Loan Life Cover Ratio at that Calculation Date is equal to
               or greater than 1.65:1,

          then if no Event of Default is subsisting or would occur as a result
          of the payment, the Borrower may at any time prior to the next
          Calculation Date and notwithstanding the charge over the Off-shore
          Accounts, withdraw all or part of the Excess Project Cashflow for its
          own purposes (including any Distribution or any payment into a
          Distribution Account) ("PERMITTED DISTRIBUTION").

          For the avoidance of doubt, the first Permitted Distribution can only
          be made after the first Calculation Date, subject to compliance with
          this clause.

     (e)  Notwithstanding paragraph (d) above, prior to the first Gold Repayment
          Date, the Borrower may declare and pay one or more dividends in US
          Dollars from an Off-shore Account ("PERMITTED DIVIDEND") provided
          that:

          (i)  after making provision for the payment of such dividend, the
               Mandatory Gold Pre-delivery and Debt Service Payments up to and
               including the first Calculation Date, the aggregate of:

               (A)  the credit balance in the Off-shore Accounts; and

               (B)  the value of Authorised Investments; and

               (C)  the item described in paragraph (a) of the definition of
                    Project Cashflow, less the item described in paragraph (c)
                    of the definition of Project Cashflow based on the forecasts
                    contained in the Base Case,

               as at the Permitted Dividend Payment Date exceeds the forecasted
               cost to complete:

               (D)  the Flotation Plant Expansion; and

               (E)  the acquisition of associated mining equipment; and

               (F)  the Geothermal Power Plant Expansion; and

          (ii) the Borrower has provided a certificate to the Facility Agent
               (together with supporting information) certifying that the
               condition set out in this paragraph (e) has been satisfied; and

          (iii) no Event of Default is subsisting or would occur as a result of
               the payment.

          For the purposes of this paragraph (e), "PERMITTED DIVIDEND PAYMENT
          DATE" shall be the date upon which the Permitted Dividend is paid to
          shareholders of the Borrower.


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     (f)  The Borrower may not otherwise:

          (i)  declare, pay or agree to pay any Distributions (in cash or in
               kind) using funds from; or

          (ii) make withdrawals from,

          any Off-shore Secured Account or Onshore Account to pay Distributions
          except for a Permitted Dividend or a Permitted Distribution
          (collectively a "PERMITTED WITHDRAWAL").

          For the avoidance of doubt, the Borrower may, at any time, pay
          dividends or interest and principal in respect of any Financial
          Indebtedness out of Non-Project Cashflow.

11.5 INSURANCE ACCOUNT

     (a)  The Borrower shall credit to the Insurance Account an amount equal to
          any insurance proceeds received by it which exceed US$5,000,000
          (escalated according to the US Consumer Price Index) and relate to
          property loss or damage or liability to third party which, in each
          case, occurred after the date of this agreement (but not received
          under business interruption insurances or workers' compensation
          payments) forthwith upon receipt.

     (b)  The Borrower may at its option withdraw money from the Insurance
          Account (and Authorised Investments in which monies from the Insurance
          Account have been invested):

          (i)  for application towards the cost of the repair or reinstatement
               of the relevant property or the relevant liability, as applicable
               unless:

               (A)  an Event of Default is subsisting; or

               (B)  the insurance proceeds exceed US$25,000,000 and such amount
                    is not being used to reimburse the Borrower for having
                    previously funded the repair or reinstatement, in which case
                    the consent of the Majority Financiers is required; or

          (ii) for application towards prepayment of the outstanding Advances
               under this agreement.

     (c)  Once the Borrower's cost or liability referred to in paragraph (b)
          above has been paid or satisfied in full, the remainder of the
          relevant proceeds and any income derived from their investments, will
          be paid into an Off-shore Account or the Onshore Account (if permitted
          under clause 11.7), as the case may require.

11.6 DISTRIBUTION ACCOUNTS

     (a)  The Borrower shall be entitled to open accounts with banks or
          financial institutions in PNG or elsewhere ("DISTRIBUTION ACCOUNTS")
          and which will not form part of any Security Interest granted under


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<PAGE>

          the Security Documents and to which the provisions of clause 11.4
          ("Off-shore Accounts") will not apply.

     (b)  The Borrower may credit to any Distribution Account:

          (i)  any amount which it is entitled to transfer from an Off-shore
               Account from time to time in accordance with clause 11.4(d)
               ("Off-shore Accounts"); and

          (ii) proceeds of permitted Financial Indebtedness of the Borrower
               unrelated to the Project, or equity contributions received by it;
               and

          (iii) proceeds of Non-Project Cashflows.

11.7 ONSHORE ACCOUNT

     (a)  The Borrower undertakes to establish and maintain a segregated
          operating custody account (together with any sub-accounts into which
          such account may be divided) in PNG (the "ONSHORE ACCOUNT").

     (b)  The Borrower shall ensure that the following are immediately credited
          on the Onshore Account:

          (i)  all amounts received by it in Kina which relate to the Project or
               the Project Assets; and

          (ii) transfers to the Onshore Account from an Off-shore Account (such
               transfers from an Off-shore Account are only permitted in order
               to meet the Borrower's Kina-denominated Authorised Disbursements
               or to comply with law and for no other purpose).

     (c)  The Borrower undertakes to make payments or transfers from the Onshore
          Account only to meet Kina-denominated Authorised Disbursements.

11.8 GENERAL PROVISIONS FOR ACCOUNTS

     (a)  Notwithstanding any other provision of this clause 11 ("Bank
          accounts"), at any time following a notice being given by the Facility
          Agent under clause 12.2(c) ("Consequences of an Event of Default"),
          the Facility Agent may give notice to the Account Bank or the Gold
          Account Bank (as the case may be) instructing it not to act on the
          instructions or requests of the Borrower in relation to any sums or
          Gold at any such time standing to the credit of any of the relevant
          accounts.

     (b)  At any time on or after a notice being given by the Facility Agent
          under clause 12.2(c) ("Consequences of an Event of Default"), the
          Facility Agent shall be entitled to request the Account Bank or the
          Gold Account Bank (as the case may be) to make payments of money or
          deliveries of Gold (as the case may be) from the amounts or quantities
          of Gold standing to the credit of the Off-shore Secured Accounts or
          the Unallocated Bullion Account (as the case may be) to


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          the Security Trustee for application in accordance with the terms of
          the Security Trust Deed.

11.9 AUTHORISED INVESTMENTS

     The Borrower may direct, subject as provided in this agreement, that
     amounts standing to the credit of any of the Off-shore Secured Accounts
     (including any amounts in respect of the proceeds of the Gold Advance) and
     the Onshore Account shall be applied in the acquisition of Authorised
     Investments. The Borrower will select maturities for Authorised Investments
     with a view to ensuring that it will have available funds to meet
     Authorised Disbursements when they fall due.

11.10 RESIGNATION AND REMOVAL

     The Borrower may at any time, (without assigning any reason therefore)
     notify the Account Bank or the Gold Account Bank (as the case may be) and
     the Facility Agent that the Account Bank or the Gold Account Bank (as the
     case may be) is to cease to be Account Bank or Gold Account Bank (as the
     case may be) (a "CESSATION NOTICE"). Upon the giving of a Cessation Notice
     the Borrower shall nominate a Financier or, with the approval of the
     Facility Agent, (such approval not to be unreasonably withheld) another
     financial institution as a successor to the Account Bank or the Gold
     Account Bank (as the case may be), but subject to the Facility Agent being
     satisfied, at its absolute discretion, that satisfactory security or
     control arrangements are or will be in place in respect of the successor
     Account Bank or Gold Account Bank. If no such nomination is made by the
     Borrower by the date specified in the Cessation Notice as being the date on
     which the Borrower requires it to cease to be the Account Bank or the Gold
     Account Bank (as the case may be) (the "CESSATION DATE") (which date shall
     be a Business Day falling not less than thirty days after the date of
     delivery of the Cessation Notice to the Facility Agent) then the Account
     Bank or the Gold Account Bank (as the case may be) shall continue as
     Account Bank or the Gold Account Bank (as the case may be) until a
     successor is appointed in accordance with the provisions hereof.

11.11 TRANSFER OF ACCOUNTS

     If a successor Account Bank or Gold Account Bank (as the case may be) is
     nominated and approved under the provisions of clause 11.10 ("Resignation
     and removal") and the accounts referred to in clauses 11.2 ("Opening of
     Off-shore Secured Accounts") and 11.12 ("Unallocated Bullion Account") have
     been established, then on the Cessation Date the Borrower shall procure
     that any amounts of money or quantities of Gold standing to the credit of
     the Off-shore Secured Accounts or the Unallocated Bullion Account (as the
     case may be) are transferred to the accounts in the name of the Borrower
     opened on the books of the successor Account Bank or the Gold Account Bank
     (as the case may be).

11.12 UNALLOCATED BULLION ACCOUNT

     (a)  The Borrower agrees to maintain with HSBC Bank USA in the name of the
          Gold Account Bank (or such other account nominated by the Gold Account
          Bank), an unallocated bullion account, to have account


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          number 18672, swift code BLICGB2L (together with any sub-accounts into
          which such account may be divided, "Unallocated Bullion Account") as
          arranged by the Gold Account Bank on account of the Borrower.

     (b)  If, at any time, the Gold Account Bank for any reason, is no longer
          willing to maintain the Unallocated Bullion Account the Borrower
          shall, and otherwise the Borrower may, open with another bank or
          financial institution approved by the Facility Agent (such approval
          not to be unreasonably withheld but subject to the Facility Agent
          being satisfied, at its absolute discretion, that satisfactory
          security or control arrangements are or will be in place in respect of
          the successor Unallocated Bullion Account) an account corresponding to
          the Unallocated Bullion Account and procure the delivery to the credit
          thereof any Gold then standing to the credit of the Unallocated
          Bullion Account, together with any accrued interest thereon.

11.13 OPERATION OF UNALLOCATED BULLION ACCOUNT

     (a)  None of the restrictions in this clause 11 ("Bank accounts") on the
          withdrawal of Gold from the Unallocated Bullion Account shall affect
          the obligations of the Borrower to make any payments of any nature
          required to be made to the Financiers on the due date for payment
          thereof in accordance with this agreement.

     (b)  The Borrower may only make withdrawals from the Unallocated Bullion
          Account to:

          (i)  make spot Gold sales;

          (ii) make deliveries into Hedging Contracts;

          (iii) meet Gold delivery obligations under the Gold Facility; and

          (iv) meet any PRI Cover Shortfall Amount,

          together, the "GOLD OBLIGATIONS".

     (c)  Except in relation to the spot sale of the Gold Advance, the Borrower
          must deposit all cash proceeds received from the spot sale of Gold and
          deliveries into Hedging Contracts into the Offshore Account.

     (d)  No withdrawal shall be made from the Unallocated Bullion Account if it
          would cause such account to become overdrawn.

11.14 UNALLOCATED BULLION ACCOUNT

     (a)  The Borrower shall ensure that all Gold relating to the Project is
          delivered into the Unallocated Bullion Account.

     (b)  At any time when an Event of Default has occurred and is continuing:

          (i)  the Facility Agent, acting on the instructions of the Majority
               Financiers, may give notice to the Gold Account Bank that such
               default is continuing and instruct the Gold Account


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               Bank not to act on the instructions or requests of the Borrower
               in relation to any Gold standing to the credit of the Unallocated
               Bullion Account;

          (ii) following the giving of such notice, and during the continuance
               of such default, the Facility Agent shall control the Unallocated
               Bullion Account to the exclusion of the Borrower and, to the
               extent required to meet Authorised Disbursements, authorise the
               Gold Account Bank to satisfy the Gold Obligations; and

          (iii) if the Facility Agent has given notice pursuant to (i) above in
               relation to any default, the Facility Agent shall promptly give
               notice to the Gold Account Bank when a default is no longer
               continuing.

12   DEFAULT AND REVIEW EVENTS

12.1 EVENTS OF DEFAULT

     Each of the following, unless waived by the Facility Agent (acting on the
     instructions of the Majority Financiers), is an Event of Default:

     (a)  (FAILURE TO PAY OR RE-DELIVER GOLD) the Borrower does not pay on time
          any money payable, or deliver or re-deliver on time any quantity of
          Gold due and deliverable, as the case may be, under any Transaction
          Document and such failure is not remedied within five Business Days;
          or

     (b)  (CROSS-DEFAULT)

          (i)  any Financial Indebtedness (including financial indebtedness in
               respect of a Hedging Contract) of an amount not less than
               US$10,000,000 is validly declared due and payable prior to its
               stated maturity due to a default by the Borrower or a subsidiary
               of the Borrower and that declaration is not withdrawn within 10
               days; or

          (ii) the Borrower or a subsidiary of the Borrower fails to pay within
               10 days a valid demand or claim under any guarantee issued by it
               exceeding US$10,000,000; or

     (c)  (DISTRESS AND EXECUTION) distress is levied or a judgment, order or
          encumbrance is enforced against any property the subject of a Security
          Interest under a Transaction Document in respect of an amount in
          excess of US$10,000,000; or

     (d)  (BREACH OF REPRESENTATION) a representation or warranty made by it or
          on behalf of it is found to be incorrect or misleading in a material
          respect, and if that representation or warranty is capable of remedy
          (in the sense that were it to be subsequently repeated it would be
          true, and not incorrect or misleading in a material respect) it is not
          so remedied within 30 days (or any longer period agreed by the
          Facility Agent) after receipt by the Borrower of a notice from the
          Facility


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          Agent specifying the incorrect or misleading representation or
          warranty; or

     (e)  (INSOLVENCY EVENT)

          (i)  an order is made or a resolution is passed for the winding up of
               the Borrower or the Borrower is deemed under applicable
               legislation to be, or admits in writing that it is, insolvent; or

          (ii) a Controller is appointed to the Borrower or to any part of its
               assets; or

          (iii) it is subject to any arrangement, assignment, moratorium or
               composition, protected from creditors under any statute or
               dissolved (in each case, other than to carry out a reconstruction
               or amalgamation while solvent on terms approved by the Facility
               Agent); or

          (iv) an application (other than a frivolous or vexatious application)
               is made for the winding-up of the Borrower or the appointment of
               a Controller to the Borrower or to any part of its assets and is
               not stayed, withdrawn or dismissed within 30 days; or

          (v)  something having a substantially similar effect to (i) to (iv)
               happens in connection with the Borrower under the law of any
               jurisdiction; or

     (f)  (VOID TRANSACTION DOCUMENT) all or a material part of a Transaction
          Document is or becomes illegal, void or unenforceable and this will
          have a Material Adverse Effect upon the rights of the Financiers
          unless the rights of the Financiers are replaced with comparable
          rights; or

     (g)  (BREACH OF UNDERTAKING) the Borrower fails to comply with any of its
          obligations under the Transaction Documents within:

          (i)  five Business Days (in the case of a withdrawal from an Offshore
               Account that is not permitted under clause 11.4(d) ("Off-shore
               Accounts") or clause 11.4(e) ("Off-shore Accounts")) and
               otherwise, 30 days of notice from the Facility Agent to remedy
               that failure; or

          (ii) any longer period during which the Borrower is taking steps to
               rectify the failure and which the Facility Agent considers have
               reasonable prospects of success; or

     (h)  (SECURITY ENFORCEABLE) any Security Document is enforced; or

     (i)  (COMPULSORY ACQUISITION) all or a material part of the Project Assets
          is compulsorily acquired by any Governmental Agency other than for
          fair value; or

     (j)  (CEASING CORE BUSINESS) the Borrower stops payment under this Facility
          generally or ceases to carry on its core business except to


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          reconstruct or amalgamate while solvent on terms approved by the
          Majority Financiers;

     (k)  (APPOINTMENT OF MANAGER) a person is appointed under legislation to
          manage any part of the affairs of the Borrower to the exclusion of the
          Borrower's own management or board of directors;

     (1)  (ABANDONMENT)

          (i)  all or any material part of the Project is abandoned or is placed
               on a care and maintenance basis; or

          (ii) as a result of a Force Majeure event, processing at the Project
               ceases for a continuous period of 18 months; or

     (m)  (MATERIAL ADVERSE CHANGE) any event or change occurs which has a
          Material Adverse Effect, provided that any change in the international
          market price of gold or the effects thereof on the Borrower shall not
          be considered to be events which have a Material Adverse Effect; or

     (n)  (FINANCIAL UNDERTAKINGS) the Debt Service Cover Ratio or the Loan Life
          Cover Ratio are less than 1.10:1 or 1.20:1 respectively on a
          Calculation Date and the Borrower does not within 30 days remedy that
          breach by reducing the Principal Outstanding by an amount of money or
          quantity of Gold, as the case may be, which had it been paid or
          delivered before that Calculation Date would have resulted in the
          Borrower not breaching the relevant ratio; or

     (o)  (POLITICAL RISK EVENTS) any war, civil war, violent act, omission,
          event or occurrence (or series or combination of such acts, omissions
          events and/or occurrences) motivated by political reasons occur,
          including civil commotion, insurrection, rebellion, riot, sabotage,
          strikes and terrorism, which would have a Material Adverse Effect; or

     (p)  (EXCHANGE CONTROLS etc): any action or series of actions by a
          Government Agency that prevents the Borrower or a Financier from
          directly or indirectly:

          (i)  legally keeping proceeds from the sale of any Gold in a bank
               account outside PNG; or

          (ii) legally transferring outside of PNG any amount of US Dollars or
               quantity of Gold,

          which in either case would have a Material Adverse Effect; or

     (q)  (LOSS of PRI) the PRI becomes invalid or lapses, is suspended or
          ceases to be in full force and effect or otherwise shall cease at any
          time to provide insurance contemplated there under (and is not
          replaced within ten Business Days) other than, in any case, as a
          result of a breach by the insured there under of any representation
          warranty or covenant or as a result of voluntary cancellation,
          repudiation or termination of PRI by the insured or any act or
          omission by the Borrower which is permitted by a Transaction Document;


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     (r)  (COST-TO-COMPLETE TEST) the Borrower fails to comply with its
          obligations under clause 10.5(b) ("Cost-to-Complete test").

12.2 CONSEQUENCES OF AN EVENT OF DEFAULT

     At any time after the occurrence of any Event of Default which is
     subsisting, the Facility Agent (acting on the instructions of Majority
     Financiers) may do all or any of the following by notice to the Borrower:

     (a)  cancel the Financiers' Total Commitments;

     (b)  declare all moneys owing and/or Gold Outstandings under this agreement
          to be payable or re-deliverable, as the case may be, on demand so long
          as no demand may be made on a date earlier than five days after the
          date of notice;

     (c)  declare all money owing and/or Gold Outstandings under this agreement
          to be due and payable or deliverable or re-deliverable, as the case
          may be, on a date not earlier than five days after the date of notice;
          or

     (d)  exercise the rights of the Financiers under the Security Documents.

     In addition to this, the Facility Agent may exercise the rights in clause
     12.4 ("Conversion of Gold Outstandings") in relation to the Gold Facility.

12.3 REVIEW EVENTS

     (a)  If, without the consent of the Facility Agent (acting on the
          instructions of the Majority Financiers):

          (i)  a person not in control of the Borrower on the date of this
               agreement acquires control of the Borrower after the date of this
               agreement; or

          (ii) the Management Transition Plan is terminated,

          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
          (acting on the instructions of the Majority Financiers) give a notice
          to the Borrower within 30 days of being notified of the occurrence of
          such Review Event requesting it to agree to proposed amendments to be
          made to the Transaction Documents, including, without limitation, by
          amending the Revolving Credit Facility Limit, the Gold Facility Limit,
          the Repayment Date or the Margin.

          HOLDCO EVENT

          If the Borrower wishes to undertake a corporate restructuring which
          will result in the Borrower becoming a wholly-owned subsidiary of a
          newly-incorporated holding company ("HOLDCO"), the Borrower must
          provide the Facility Agent with:

          (A)  at least 20 Business Days' prior written notice;


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          (B)  reasonable details relating to the proposed corporate
               restructuring, the incorporation of Holdco and its impact on the
               Borrower and the Project.

          There will be no Review Event under subparagraph (a)(i) in
          circumstances where after such event, the persons having control of
          Holdco are substantially the same persons as those persons having
          control of the Borrower as at the date immediately prior to the date
          of the relevant restructure and no Material Adverse Effect occurs as a
          result thereof ("HOLDCO EVENT"). If the result of the Holdco Event is
          that the Borrower becomes unlisted, the Borrower agrees to procure
          that all information being provided to the Financiers under this
          agreement before such Holdco Event (including clause 10.3 ("Reporting
          undertakings")) will continue to be provided by the Borrower, or by
          the Borrower procuring that Holdco provide such information.

          For the purposes of this clause 12.3 ("Review Events"), "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 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 amendments;

     (c)  If the Borrower does not agree to the proposed amendments to the
          Transaction Documents (and the Borrower must notify the Facility Agent
          of its acceptance within 20 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 this agreement at that
          time, plus all interest, fees, costs and other amounts payable under
          the Transaction Documents.

12.4 CONVERSION OF GOLD OUTSTANDINGS

     The Facility Agent (acting on the instructions of the Majority Financiers)
     may, by notice given under clauses 12.2(b) or (c) ("Consequences of an
     Event of Default"), as the case may be, in lieu of requiring the Borrower
     to deliver or re-deliver Gold to satisfy any or all of the Gold
     Outstandings, elect to require the Borrower to pay a monetary sum in US
     Dollars equal to the relevant amount of Gold Outstandings. Once made and
     notified to the Borrower, any such election is irrevocable.

     The monetary sum will reflect the relevant amount of Gold Outstandings
     converted at the price which the Financiers have paid or which they would
     be required to pay, to buy Gold equal to such amount on the day), plus any
     charges or fees that are payable or would be payable to an applicable
     London Bullion Dealer in relation to the sale or purchase of the Gold, as
     determined by the Facility Agent in good faith on the date that the
     relevant notice is given.


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13   INCREASED COSTS AND ILLEGALITY

13.1 INCREASED COSTS

     If, by reason of the making of, or any change in, any law or any official
     directive or request (being an official directive or request with which
     responsible banks in the relevant jurisdiction would comply), or a change
     in any law's or official directive's interpretation or administration by a
     Government Agency after the date of this agreement (other than a law,
     official directive or request with respect to taxation on the overall net
     income of the Financier or Facility Agent), where the making or change is
     announced and takes effect after the date of this agreement (each a
     "REGULATORY CHANGE"):

     (a)  the cost to a Financier of making, funding or maintaining its
          commitment or the accommodation provided under this agreement is
          increased by an amount which that Financier considers material;

     (b)  any amount of money or quantity of Gold payable to the Facility Agent
          or a Financier, or the effective return to the Facility Agent or a
          Financier, under this agreement is reduced by an amount of money or
          quantity of Gold which the Facility Agent or that Financier (as the
          case may be) considers material;

     (c)  the Facility Agent or a Financier makes any payment of money (other
          than tax on overall net income), delivery of Gold or foregoes any
          interest or other return on or calculated by reference to any sum
          received or receivable by it from the Borrower under this agreement in
          an amount of money or quantity of Gold which the Facility Agent or
          that Financier (as the case may be) considers material; or

     (d)  the return of a Financier on the capital which it allocates to its
          commitment or the accommodation provided under this agreement is
          reduced by an amount of money or quantity of Gold which that Financier
          considers material,

     then:

     (e)  the Relevant Finance Party who suffers the increased cost shall notify
          the Borrower of the relevant Regulatory Change within 60 days of
          becoming aware of the event giving rise to the claim for the
          additional cost, reduction or payment; and

     (f)  shall give details of the increased cost to the Borrower promptly by
          notice (in the form of a certificate setting out in reasonable detail
          the basis and computation of the claim) and in any event within 120
          days of becoming aware of the event giving rise to the claim for the
          additional cost, reduction or payment.

     After receiving notice from the Relevant Finance Party under clause
     13.1(f), the Borrower shall pay or re-deliver, as the case may be, to the
     Facility Agent (for its own account or for the account of the relevant
     Financier, as the case may be), on demand from time to time, and the
     Borrower indemnifies that Financier in respect of, each amount of money or
     quantity of Gold which that


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     Financier reasonably determines is necessary to compensate the Financier
     for the additional cost, reduction or payment.

13.2 CONSEQUENCES OF INCREASED COST

     (a)  The Borrower shall have no liability to indemnify a Financier under
          clause 13.1 ("Increased costs") against any such additional cost,
          reduction or payment that is incurred by that Financier more than 120
          days before the date of the Financier's demand; and

     (b)  if clause 13.1 ("Increased costs") applies each relevant Financier
          shall use all reasonable endeavours, consistent with prudent banking
          practice, and at no additional net cost to that Financier when
          compared to the net cost of the Financier in providing the relevant
          portion of its Commitment prior to the occurrence of the events or
          circumstances contemplated by clause 13.1 ("Increased costs"), to
          restructure the funding of its portion of relevant Advances so as to
          minimise any amount payable by the Borrower under that clause.

     However, nothing in this clause 13 ("Increased costs and illegality")
     obliges the Facility Agent or a Financier to provide details of its
     business or tax affairs which it considers in good faith to be
     confidential.

13.3 PREPAYMENT FOLLOWING INCREASED COST

     If the Borrower has received a notice from the Relevant Finance Party under
     clause 13.1(e) ("Increased costs") and that notice has not been withdrawn
     by that Relevant Finance Party, the Borrower may, by notice to the Facility
     Agent:

     (a)  terminate that Financier's RCF Commitment or Gold Commitment, as the
          case may be;

     (b)  elect to repay that Financier's participation in the applicable
          Principal Outstanding together with any accrued but unpaid interest,
          fees and any other amounts of money or quantities of Gold together
          with amounts or quantities due under clause 13.1 ("Increased Costs")
          outstanding under the Facility which relate to that Financier; or

     (c)  require that Financier to transfer its RCF Commitment or Gold
          Commitment, as the case may be, and its participation in all RCF
          Advances or the Gold Advance, as the case may be, to a financial
          institution nominated by the Borrower.

13.4 EFFECT OF NOTICE FOLLOWING INCREASED COST

     A notice given by the Borrower pursuant to clause 13.3 ("Prepayment
     following increased cost"):

     (a)  is effective when given to the Facility Agent;

     (b)  is irrevocable; and

     (c)  binds the Borrower to act in accordance with any election made in that
          notice.


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13.5 ILLEGALITY

     If:

     (a)  a law or a directive of any Government Agency not in effect at the
          date of this agreement; or

     (b)  an amendment after the date of this agreement to, or a change after
          the date of this agreement in the interpretation or application of, a
          law or a directive of a Government Agency,

     makes or will make it illegal in any jurisdiction for a Financier to
     provide or continue its Commitment or its participation in the applicable
     Principal Outstanding that Financier shall use its reasonable endeavours,
     consistent with prudent banking practice, and whether by restructuring the
     nature or funding of its participation in the Facility or otherwise, to
     avoid the illegality. If the illegality cannot be avoided, that Financier
     may give notice (an "Illegality Notice") to the Facility Agent that this
     has happened or that it will happen. Promptly upon receiving such notice
     the Facility Agent shall give a copy to the Borrower by notice.

13.6 TERMINATION OF FINANCIER'S OBLIGATIONS

     If a Financier gives an Illegality Notice, its RCF Commitment or Gold
     Commitment, as the case may be, then terminates.

13.7 PREPAYMENT BEFORE ILLEGALITY

     If a Financier gives an Illegality Notice specifying a date on which it
     will become illegal to provide or continue its RCF Commitment or Gold
     Commitment, as the case may be, or its participation in the Principal
     Outstanding the Borrower shall prepay or pre-deliver, as the case may be,
     to the Facility Agent (for the account of that Financier) that Financier's
     participation in each outstanding RCF Advance or the Gold Advance, as the
     case may be, together with any related accrued but unpaid interest and
     fees:

     (a)  on the next Interest Payment Date for that RCF Advance or the Gold
          Advance, as the case may be, if occurring before the date specified in
          such notice; or

     (b)  if the next Interest Payment Date for that RCF Advance or the Gold
          Advance, as the case may be, does not occur before the specified date,
          on the last Business Day before the specified date,

     and on the final date for prepayment of RCF Advances or the Gold Advance,
     as the case may be, under this clause the Borrower shall also pay to the
     Facility Agent (for the account of that Financier) any other accrued but
     unpaid fees, and any other amounts of money or quantities of Gold
     outstanding which relate to that Financier.

13.8 PREPAYMENT FOLLOWING ILLEGALITY

     If a Financier gives an Illegality Notice stating that it has become
     illegal to provide or continue its RCF Commitment or Gold Commitment, as
     the case may be, or its participation in the Principal Outstanding, the
     Borrower shall


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     immediately (or at such later time as permitted by law and agreed by the
     Facility Agent), prepay or pre-deliver, as the case may be, to the Facility
     Agent (for the account of that Financier) that Financier's participation in
     the applicable Principal Outstanding together with any accrued but unpaid
     interest, fees and any other amounts of money or quantities of Gold
     outstanding which relate to that Financier.

14   COSTS AND CURRENCY INDEMNITY

14.1 COSTS

     The Borrower indemnifies the Facility Agent, the Arranger and each
     Financier against, and shall pay to the Facility Agent on demand the amount
     of, all losses, liabilities, reasonable* out-of-pocket expenses (including
     reasonable* legal expenses, for each applicable jurisdiction, of one law
     firm for all the Financiers) and Taxes in connection with:

     (a)  the negotiation, preparation and execution of any Transaction
          Documents (other than any Hedging Contracts) and the PRI (up to the
          amount of any agreed limit) and any stamp duty, financial institutions
          duty, registration fees and other similar imposts (including any fines
          and penalties except any which become payable because of any act or
          omission of a Financier or the Facility Agent) on the Transaction
          Documents and the PRI or the transactions which they contemplate;

     (b)  the occurrence of any Event of Default;

     (c)  the enforcement or preservation of any rights against the Borrower
          under a Transaction Document;

     (d)  any amendment to, or any consent, approval, waiver, release or
          discharge of or under a Transaction Document and the PRI (unless
          initiated by the Facility Agent or a Financier or a Political Risk
          Insurer in circumstances where no Event of Default or Potential Event
          of Default subsists);

     (e)  an RCF Advance or the Gold Advance not being made available to the
          Borrower because of the non-satisfaction of any of the conditions
          precedent in clause 3 ("Conditions precedent");

     (f)  any part of an RCF Advance or the Gold Advance being repaid or re-
          delivered, as the case may be, other than on the last day of a
          Interest Period relating to that RCF Advance or that Gold Advance any
          amount required to be paid under this agreement not being paid on its
          due date, including, without limitation by reason of any liquidation
          or re-employment of deposits or other funds acquired by a Financier to
          fund its participation in that RCF Advance or that Gold Advance or
          other payment and any costs incurred in terminating all or the
          relevant part of the PRI;

     (g)  any syndication costs reasonably incurred by the Initial Financiers up
          to an agreed maximum;


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     (h)  the Facility Agent or a Financier acting in connection with a
          Transaction Document in good faith on fax or telephone instructions
          purporting to originate from the offices of the Borrower or to be
          given by an Authorised Representative of the Borrower;

     (i)  cancellation in whole or in part of the PRI following any cancellation
          of the RCF Commitment in whole or in part by the Borrower under clause
          8.1 ("Cancellation of Total RCF Commitments");

     (j)  the delivery or re-delivery by the Borrower of a quantity of gold to
          the Facility Agent or a Financier where that gold, whether in whole or
          in part, does not strictly conform to the specifications of Gold
          ("NON-CONFORMING GOLD"). For the purpose of this sub-clause, the
          parties further agree, as a genuine pre-estimation of loss, that the
          Borrower must indemnify the Facility Agent or a Financier, as the case
          may be, for any charges or fees that are payable or would be payable
          to a London Bullion Dealer in relation to the sale or purchase of a
          quantity of Gold equal to that of the Non-conforming Gold.

     *    The "reasonable" qualification does not apply to clauses 14.1(b) and
          (c) ("Costs").

14.2 CURRENCY INDEMNITY

     If a judgment, order or proof of debt in connection with a Transaction
     Document is expressed in a currency other than the currency in which an
     amount is due under a Transaction Document, then the Borrower indemnifies
     the Facility Agent and the Financiers against:

     (a)  any difference arising from converting the other currency if the spot
          rate of exchange for converting the other currency into the due
          currency that is reasonably available to the Facility Agent when the
          Facility Agent receives a payment in the other currency is less
          favourable to the Facility Agent than the rate of exchange used for
          the purpose of the judgment, order or acceptance of proof of debt; and

     (b)  the reasonable costs of conversion.

     The Borrower acknowledges that it may be necessary to convert the other
     currency through more than one currency to ascertain the spot rate of
     exchange available to the Facility Agent.

14.3 CERTIFICATE

     A Financier or the Facility Agent claiming any amount of money or quantity
     of Gold, as the case may be, under clause 14.1(f) ("Costs") shall provide
     to the Borrower a certificate setting out in reasonable detail how that
     amount of money or quantity of Gold, as the case may be, has been
     calculated.


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15   FACILITY AGENT, ARRANGER AND INDEPENDENT ENGINEER

15.1 APPOINTMENT OF FACILITY AGENT

     (a)  Each Financier irrevocably appoints the Facility Agent to act as its
          agent for the purposes of the Transaction Documents and the PRI. The
          Facility Agent accepts this appointment.

     (b)  The Facility Agent is authorised to:

          (i)  perform the duties expressly imposed on it by the Transaction
               Documents and the PRI;

          (ii) exercise the Rights expressly given to it by the Transaction
               Documents and the PRI or by any instructions from the Majority
               Financiers, and such other Rights as are reasonably incidental to
               any of them;

          (iii) enter into the Transaction Documents to which the Facility Agent
               is expressed to be a party as agent for the Financiers and the
               PRI (other than this agreement);

          (iv) take action on the Financiers' behalf in accordance with this
               agreement; and

          (v)  exercise the rights of the Financiers expressly set out in the
               Transaction Documents and the PRI and rights, powers and
               discretions reasonably incidental to them and carry out their
               respective obligations expressly set out in the Transaction
               Documents and the PRI.

          Subject to clause 15.18 ("Change of Facility Agent"), this
          authorisation may not be varied or withdrawn.

     (c)  The Facility Agent has no obligation in its capacity as agent for the
          Financiers other than those expressly imposed on it by the Transaction
          Documents and the PRI.

     (d)  The Facility Agent's duties under the Transaction Documents are solely
          mechanical and administrative in nature. The Facility Agent has no
          other duties except as expressly provided in the Transaction
          Documents.

15.2 NATURE OF RELATIONSHIP

     (a)  The relationship between the Facility Agent in that capacity and the
          Financiers is of agent and principal only. The Facility Agent is not a
          trustee or fiduciary for any Financier in connection with this
          agreement except as expressly provided in the Transaction Documents
          and the PRI. The Facility Agent is not an agent or partner of or
          trustee for the Borrower.


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     (b)  Each Financier agrees:

          (i)  to be bound by anything properly done or properly not done by the
               Facility Agent in accordance with the Transaction Documents and
               the PRI, whether or not on instructions, and whether or not the
               Financier gave an instruction or approved of the thing done or
               not done (unless instructions are required); and

          (ii) at the Borrower's request, to ratify anything properly done or
               properly not done by the Facility Agent in accordance with the
               Transaction Documents and the PRI.

     (c)  The Arranger is not a trustee or fiduciary for any party under or in
          connection with any Transaction Document. Except as expressly provided
          in the Transaction Documents, the Arranger has no obligations of any
          kind to any other party under or in connection with any Transaction
          Document.

15.3 INSTRUCTIONS FROM MAJORITY FINANCIERS

     (a)  If the Facility Agent proposes to act on any of the matters described
          in clause 18 ("Amendments and waivers"), it agrees to:

          (i)  consult the Financiers on the proposal; and

          (ii) take action if, and only if, it receives instructions to do so
               from:

               (A)  all the Financiers - on matters listed in clause 18.2
                    ("Agreement to all Financiers"); and

               (B)  the Majority Financiers - on matters listed in clause 18.1
                    ("Agreement of Majority Financiers").

     (b)  Subject to clause 15.3(a) ("Instructions from Majority Financiers")
          and except in respect of amounts due to the Facility Agent in its own
          right, the Facility Agent shall, in relation to the Transaction
          Documents and the PRI:

          (i)  act in accordance with the instructions of the Majority
               Financiers; and

          (ii) refrain from exercising a Right vested in it in its capacity as
               agent under this agreement if so instructed by the Majority
               Financiers.

          Any such instructions of the Majority Financiers are binding on all
          Financiers.

     (c)  The Facility Agent may refrain from exercising any Right vested in it
          under the Transaction Documents and the PRI until it has received
          instructions from the Majority Financiers as to whether it is to be
          exercised and, if applicable, the way in which it is to be exercised.


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     (d)  If the Facility Agent does not require instructions under clause
          15.3(a) ("Instructions from Majority Financiers") or does not receive
          instructions or requests under clause 15.3(b) ("Instructions from
          Majority Financiers"), subject to this agreement, where the Facility
          Agent has requested instructions from Majority Financiers, but has not
          received instructions promptly, the Facility Agent may (but is not
          obliged to) act as it considers to be in the best interests of all the
          Financiers. It need not consult any Financiers before doing so. Any
          action taken by the Facility Agent under this paragraph binds all
          Financiers. The Facility Agent shall give details to the Financiers of
          any material action taken under this paragraph.

     (e)  Whenever a Financier gives instructions:

          (i)  it must do so in accordance with this agreement and within any
               time period specified by the Facility Agent for giving
               instructions (for example, if the agreement requires the Facility
               Agent to act reasonably, the Financier must act reasonably in
               giving the relevant instruction to the Facility Agent); and

          (ii) it authorises the Facility Agent to give any consent or do any
               other thing appropriate to carry out the instructions.

     (f)  If:

          (i)  the Facility Agent specifies in its notice seeking instructions
               that the "guillotine procedure" in clause 15.3(e) applies to that
               particular set of instructions; and

          (ii) a Financier does not give instructions in relation to action
               proposed by the Facility Agent within any time period specified
               by the Facility Agent in the notice,

          the Financier is taken to have instructed the Facility Agent to take
          the proposed action.

     (g)  Subject to the Transaction Documents, a Financier may not exercise a
          Right under this agreement unless the Facility Agent has been
          instructed to exercise that Right by the Majority Financiers or all
          Financiers, as the case may be, and fails to do so within a reasonable
          time.

15.4 INFORMATION TO AND CONSULTATION WITH FINANCIERS

     The Facility Agent shall:

     (a)  promptly provide a Financier on request with a copy of each document
          received by the Facility Agent under clause 3 ("Conditions
          precedent");

     (b)  promptly forward to the addressee any communication or document
          received by the Facility Agent on behalf of the addressee;


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     (c)  promptly provide each Financier by notice with a copy or details of
          each material communication which the Facility Agent in its capacity
          as agent receives from or gives to the Borrower under this agreement;

     (d)  as far as is reasonably practicable, consult with the Financiers
          before giving any consent or approval under a Transaction Document and
          the PRI; and

     (e)  within five Business Days of a request from the Borrower confirm in
          writing whether or not the Termination Date has occurred.

     Unless this agreement specifically provides otherwise, the Facility Agent
     is not required to determine the accuracy or completeness of any document
     or copy which it receives, or which it provides to another party.

15.5 OCCURRENCE OF DEFAULT

     (a)  The Facility Agent is under no obligation to monitor or enquire
          whether any party is in breach of its obligations under this agreement
          or any other Transaction Document or the PRI. The Facility Agent is
          taken to have knowledge of the occurrence of an Event of Default,
          Potential Event of Default or Review Event only if:

          (i)  an Authorised Representative of the Facility Agent who is
               responsible for the administration of the transactions
               contemplated by this agreement has actual knowledge of sufficient
               facts to ascertain that an Event of Default or Potential Event of
               Default or Review Event has occurred; or

          (ii) a Financier or the Borrower informs the Facility Agent, in its
               capacity as agent, that such an event has occurred and gives
               details of the event by notice.

     (b)  The Facility Agent shall notify each Financier promptly if it is taken
          to have knowledge of the occurrence of an Event of Default or
          Potential Event of Default or a Review Event.

15.6 RECEIPTS AND BUSINESS ACTIVITIES OF FACILITY AGENT, ARRANGER AND FINANCIERS

     (a)  The Facility Agent or the Arranger may, without any liability to
          account to the Financiers:

          (i)  retain for its own benefit any amount of money or quantity of
               Gold received by it for its own account; and

          (ii) accept deposits from, lend money, deliver Gold or provide
               services to and generally conduct any banking or other business
               with any party to this agreement and any person connected with
               any such party without having to account to the Financiers.

     (b)  A Financier may, without any liability to account to the other
          Financiers, the Facility Agent or the Arranger:


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          (i)  retain for its own benefit any amount of money or quantity of
               Gold received by it for its own account; and

          (ii) accept deposits from, lend money, deliver Gold or provide
               services to and generally conduct any banking or other business
               with any party to this agreement and any person connected with
               any such party without having to account to the other Financiers
               or the Facility Agent.

15.7 PERFORMANCE OF FACILITY AGENT'S OBLIGATIONS

     The Facility Agent may:

     (a)  perform any of its obligations under the Transaction Documents or the
          PRI by or through its officers, employees or agents, and is not
          responsible for the negligence or misconduct of any such agents
          selected by it with reasonable care;

     (b)  obtain and pay for expert advice and services as it thinks fit;

     (c)  refrain from doing anything which would, or in its reasonable opinion
          might, contravene any applicable law or any directive or request of
          any Government Agency (whether or not having the force of law) or
          breach any proper practice relating to secrecy or confidentiality;

     (d)  do anything which, in its reasonable opinion, is necessary to comply
          with any applicable law or with any directive or request of any
          Government Agency (whether or not having the force of law);

     (e)  refrain from exercising any Right under the Transaction Documents or
          the PRI until it has been indemnified or secured to its reasonable
          satisfaction against all losses, liabilities, costs and expenses
          (including reasonable legal fees) which it would or might incur as a
          result of doing so;

     (f)  refrain from acting in accordance with the instructions of the
          Majority Financiers (or, if appropriate, all Financiers) given under
          and in accordance with a Transaction Document until it has received
          such security as it may require for any Cost, loss or liability
          (together with any associated Indirect Tax) which it may incur in
          complying with the instructions; and

     (g)  refrain from acting (whether or not on instructions from one or more
          of the Financiers) for so long as it is unable to act due to any event
          of Force Majeure that takes effect after the date of this agreement.
          The Facility Agent will notify each Financier promptly after it
          determines that it is unable to act. The Facility Agent will not be
          responsible or liable for any liability, loss or Cost suffered or
          incurred by any party or any other person as a result of its not
          acting for so long as it is unable to act.


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15.8 FACILITY AGENT MAY RELY ON CERTAIN MATTERS

     The Facility Agent may rely:

     (a)  on any communication or document reasonably believed by it to be
          genuine, correct and duly signed;

     (b)  as to matters of fact which might reasonably be expected to be within
          the knowledge of the Borrower, upon a certificate signed by an
          Authorised Representative of the Borrower; and

     (c)  on any advice or statement of any expert, attorney or agent selected
          by it.

15.9 FACILITY AGENT MAY ASSUME CERTAIN MATTERS

     The Facility Agent may assume that any statement or representation made by
     any person in this agreement or in any notice or certificate given under
     this agreement remains true unless a Financier or the Borrower notifies the
     Facility Agent to the contrary.

15.10 OFFICES OF FINANCIERS

     The Facility Agent may:

     (a)  assume that each Financier is participating in the Facilities through
          its office the address of which is set out in schedule 1 ("Details of
          Financiers") or in a valid Substitution Certificate, unless and until
          the Facility Agent receives a notice specifying another such office
          that complies with the requirements of this agreement; and

     (b)  act on any such notice until it is superseded by a further notice.

15.11 IDENTITY OF FINANCIERS

     The Facility Agent may assume that each Financier is the beneficial owner
     of its Rights, and is bound by its Total Commitment, under this agreement,
     unless and until it receives a valid Substitution Certificate with respect
     to that Financier.

15.12 PROTECTION OF THE FACILITY AGENT AND THE ARRANGER

     (a)  Neither the Facility Agent or Arranger nor any of their respective
          officers, employees, agents or related bodies corporate is responsible
          to any Financier for:

          (i)  any recital, statement, representation or warranty contained in
               any Transaction Document or the PRI, in the Information
               Memorandum or in any other document referred to or provided for
               in, or received by it under, a Transaction Document;

          (ii) the execution, validity, effectiveness, genuineness,
               enforceability or sufficiency of this agreement, the Information
               Memorandum or any other document referred to


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               or provided for in, or received by it under, a Transaction
               Document or the PRI;

          (iii) any failure by the Borrower to perform its obligations under a
               Transaction Document;

          (iv) any action taken or not taken by it or them under a Transaction
               Document or the PRI or in accordance with any instructions from
               the Majority Financiers (or, if appropriate, all Financiers),
               except in the case of its or their wilful misconduct or gross
               negligence; or

          (v)  any delay (or any related consequences) in crediting an account
               with an amount required under the Transaction Documents to be
               paid by the Facility Agent if the Facility Agent has taken all
               necessary steps as soon as reasonably practicable to comply with
               the regulations or operating procedures of any recognised
               clearing or settlement system used by the Facility Agent for that
               purpose.

     (b)  No party (other than the Facility Agent) may take any proceedings
          against any officer, employee or agent of the Facility Agent in
          respect of any claim it might have against the Facility Agent or in
          respect of any act or omission of any kind by that officer, employee
          or agent in relation to any Transaction Document and any officer,
          employee or agent of the Facility Agent may rely on this clause 15.12
          ("Protection of the Facility Agent and the Arranger").

15.13 FACILITY AGENT NOT RESPONSIBLE FOR MONITORING

     (a)  Each Financier confirms that:

          (i)  it has made its own appraisal and investigation of the business,
               financial condition, status and affairs of the Borrower;

          (ii) it is solely responsible for continuing that appraisal and
               investigation after the date of this agreement;

          (iii) it has entered into this agreement without any inducement from
               the Facility Agent or Arranger; and

          (iv) it has made its own appraisal of its financial return under this
               agreement.

     (b)  Each Financier confirms that it has not relied, and will not rely, on
          the Facility Agent or the Arranger at any time:

          (i)  (in the absence of an express obligation of the Facility Agent in
               this agreement) to provide it with any information concerning the
               business, financial condition, status or affairs of the Borrower;

          (ii) to investigate the adequacy, accuracy or completeness of any
               information provided by the Borrower in connection with a


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               Transaction Document or the PRI (whether or not the information
               is circulated to that Financier by the Facility Agent); or

          (iii) to assess or keep under review the business, financial
               condition, status or affairs of the Borrower.

     (c)  Each Financier agrees promptly to notify the Facility Agent as soon as
          it becomes aware of any event or circumstance that will or may
          constitute an "Insured Event" or any other event requiring
          notification to a Political Risk Insurer under the PRI.

     (d)  The Facility Agent is taken not to be aware of an Event of Default,
          Potential Event of Default, Review Event or Insured Event until
          either:

          (i)  an Authorised Representative of the Facility Agent who is
               responsible for the administration of the transactions
               contemplated by the Transaction Documents has actual knowledge of
               sufficient facts to ascertain that an Event of Default, Potential
               Event of Default, Review Event or Insured Event has occurred; or

          (ii) the Facility Agent receives a notice informing it of such event
               from the Borrower or a Financier.

15.14 INFORMATION CONCERNING BORROWER

     The Facility Agent may disclose to the Financiers any information relating
     to the business, financial condition, status or affairs of the Borrower
     which comes into its possession, but is not obliged to do so except to the
     extent that this agreement expressly provides otherwise. Notwithstanding
     any other provision of this agreement, the Facility Agent need not disclose
     a matter to the extent it reasonably believes that to do so would
     constitute a breach of law or duty of confidentiality.

15.15 BORROWER NOT CONCERNED WITH FACILITY AGENT'S AUTHORITY

     The Borrower is not required to enquire about the existence or extent of
     any instructions from the Majority Financiers to the Facility Agent. As
     between the Borrower and the Financiers, all action taken by the Facility
     Agent concerning this agreement is taken to be authorised by the
     Financiers.

15.16 FACILITY AGENT INDEMNIFIED BY FINANCIERS

     (a)  Each Financier severally indemnifies the Facility Agent against, and
          shall pay to the Facility Agent on demand the amount of, its
          proportion of all losses, liabilities, costs and expenses (including,
          without limitation, legal fees on a full indemnity basis) and Taxes
          which the Facility Agent incurs in connection with the performance of
          its functions as Facility Agent pursuant to the Transaction Documents
          and the PRI, except to the extent that they:

          (i)  have been finally paid by the Borrower under clause 14 ("Costs
               and currency indemnity"); or


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          (ii) are incurred as a result of the wilful misconduct or gross
               negligence of the Facility Agent.

     (b)  No payment by a Financier under this clause affects the Borrower's
          obligations under clause 14 ("Costs and currency indemnity"). A
          payment by a Financier under this clause in respect of an amount for
          which the Borrower is liable under clause 14 ("Costs and currency
          indemnity") constitutes a loan of that amount by that Financier to the
          Borrower which:

          (i)  accrues interest at the Default Rate for each Default Interest
               Period as if it were an Unpaid Amount; and

          (ii) must be repaid to the Facility Agent together with its accrued
               interest on demand for the account of that Financier.

     (c)  Each Financier agrees to notify the Facility Agent promptly if it
          becomes aware of any event or circumstance that will or may constitute
          an event which is covered under the PRI or an event requiring
          notification to a Political Risk Insurer under the PRI.

15.17 FACILITY AGENT OR ARRANGER AS FINANCIER

     If the Facility Agent or Arranger is also a Financier at any time, it has
     the same rights and powers with respect to its Gold Commitment or RCF
     Commitment as any other Financier, and may exercise those rights and powers
     as if it were not acting as the Facility Agent or Arranger, as the case may
     be. The term "Financier" includes the Facility Agent or Arranger, as the
     case may be, in its capacity as a Financier.

15.18 CHANGE OF FACILITY AGENT

     (a)  Subject to this clause, the Facility Agent may resign as agent by
          giving at least 30 days' notice to the Borrower and the Financiers.

     (b)  Subject to this clause, the Facility Agent may be removed as agent by
          notice from the Majority Financiers which:

          (i)  is given with the prior consent of the Borrower (which consent
               may not be unreasonably withheld); and

          (ii) takes effect at least 30 days after the date of receipt of such
               consent by the Facility Agent.

     (c)  No resignation or removal under this clause takes effect until a
          successor Facility Agent approved by the Borrower (which approval may
          not be unreasonably withheld) has been appointed either:

          (i)  by the Majority Financiers; or

          (ii) where the Majority Financiers have not appointed a successor
               within 30 days after the date of receipt of the notice of
               resignation or removal, by the Facility Agent,


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          and has accepted that appointment in a manner which binds it to
          perform the obligations of the Facility Agent under the Transaction
          Documents and the PRI and has obtained title to any Security Interest
          granted in favour of the Facility Agent pursuant to any Transaction
          Document.

     (d)  The retiring Facility Agent shall, at its own cost, provide the
          successor Facility Agent with such documents and assistance as it
          reasonably requests for the purposes of performing its functions as
          Facility Agent under this agreement.

     (e)  On the appointment of a successor Facility Agent:

          (i)  the successor Facility Agent succeeds to the position of the
               retiring Facility Agent;

          (ii) the retiring Facility Agent is discharged from any further
               obligations under this agreement, but without affecting any
               accrued rights or obligations;

          (iii) the indemnities under this agreement in favour of the retiring
               Facility Agent survive with respect to matters occurring before
               the appointment of the successor Facility Agent, and the retiring
               Facility Agent continues to have the benefit of this clause; and

          (iv) the successor Facility Agent and the other parties to this
               agreement have the same rights and obligations as if the
               successor Facility Agent had been a party to this agreement.

15.19 INDEPENDENT ENGINEER

     (a)  The Facility Agent will appoint the Independent Engineer for the
          purpose of performing the functions expressly given to it under this
          agreement.

     (b)  If the Independent Engineer resigns its appointment, then the Facility
          Agent and the Borrower shall promptly agree the identity of the
          replacement independent engineer.

     (c)  The Facility Agent may remove the Independent Engineer (after
          consultation with the Borrower) in which event, the Facility Agent and
          the Borrower shall promptly agree the identity of the replacement
          independent engineer to be appointed by the Facility Agent.

     (d)  The Borrower may request the replacement of the Independent Engineer
          if:

          (i)  the Independent Engineer's decisions have not been followed in
               two consecutive expert determinations under clause 10.2(a)(iii)
               ("life of mine plan") or 10.2(b)(iii) ("Base Case"), in which
               case the Facility Agent agrees to replace the Independent
               Engineer; or


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          (ii) the Borrower is able to show cause to the Facility Agent as to
               why the current Independent Engineer should be replaced (for
               example, on the basis of its incompetence, negligence or like
               reason) and the Facility Agent (acting under the Majority
               Financiers' instructions) is satisfied (acting reasonably), that
               this constitutes sufficient cause for the replacement of the
               Independent Engineer,

          in either event, the Facility Agent and the Borrower shall promptly
          agree the identity of the replacement independent engineer to be
          appointed by the Facility Agent.

     (e)  The Borrower is responsible for all reasonable costs of the
          Independent Engineer in performing the functions expressly given to it
          under this agreement, provided such costs are approved by the Borrower
          prior to the Independent Engineer commencing such work, such approval
          not to be unreasonably withheld.

16   REDISTRIBUTION OF PAYMENTS BETWEEN FINANCIERS

16.1 NOTICE OF DIRECT RECEIPTS

     A Financier shall notify the Facility Agent promptly if it receives or
     recovers (including, without limitation, by exercising a banker's lien or
     right of set-off or combination of accounts) an amount of money payable or
     quantity of Gold deliverable, as the case may be, under this agreement,
     setting out details of the receipt or recovery, unless:

     (a)  the amount of money or quantity of Gold is received from the Facility
          Agent or a Hedging Contract; or

     (b)  the amount of money or quantity of Gold is paid or delivered, as the
          case may be, by an assignee, transferee or sub-participant of the
          rights or obligations of that Financier.

16.2 REDISTRIBUTION OF EXCESS PAYMENTS

     If:

     (a)  a Financier must notify the Facility Agent under clause 16.1 ("Notice
          of direct receipts") of an amount of money or quantity of Gold
          received or recovered by it; and

     (b)  that amount of money or quantity of Gold, as the case may be, would
          have been distributed among the Financiers, or some of them, if it had
          been paid or delivered, as the case may be, to the Facility Agent,

     then:

     (i)  that Financier shall pay or deliver, as the case may be, that amount
          of money or quantity of Gold, as the case may be, to the Facility
          Agent promptly; and


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     (ii) the Facility Agent shall distribute the amount of money or quantity of
          Gold, as the case may be, received by it to the Financiers in
          accordance with their entitlements.

16.3 REIMBURSEMENT FOLLOWING CLAWBACK

     If:

     (a)  a Financier has made a payment of money or delivery of Gold, as the
          case may be, to the Facility Agent under clause 16.2 ("Redistribution
          of excess payments") in respect of any amount of money or quantity of
          Gold received or recovered by it;

     (b)  the Facility Agent has distributed that payment of money or delivery
          of Gold, as the case may be; and

     (c)  that Financier is obliged to refund all or part of that amount of
          money or quantity of Gold, as the case may be, under any law relating
          to insolvency, winding-up or the protection of creditors,

     then, on demand by that Financier through the Facility Agent, each other
     Financier shall repay or re-deliver, as the case may be, to the Facility
     Agent for the account of that Financier all, or the part corresponding to
     the proportion of the amount of money or quantity of Gold which that
     Financier is obliged to refund, of the amount of money or quantity of Gold
     distributed to it by the Facility Agent.

16.4 BORROWER REMAINS LIABLE

     As between the Borrower and a Financier, any amount of money or quantity of
     Gold which is:

     (a)  paid or delivered, as the case may be, by that Financier to the
          Facility Agent under clause 16.2 ("Redistribution of excess
          payments"); or

     (b)  repaid or re-delivered, as the case may be, by that Financier to
          another Financier under clause 16.3 ("Reimbursement following
          clawback"),

     is taken not to have been paid or delivered, as the case may be, to that
     Financier, and the Borrower shall owe to that Financier a debt which is
     equal to that amount of money or quantity of Gold, as the case may be, and
     is due and payable or deliverable, as the case may be, immediately.

16.5 FAILURE OF ALL FINANCIERS TO JOIN IN LITIGATION

     A Financier that recovers an amount of money or quantity of Gold under a
     judgment obtained in legal proceedings taken by it (except where
     proceedings are taken by it without prior notice to the Facility Agent) is
     not obliged to share that amount of money or quantity of Gold, as the case
     may be, under clause 16.2 ("Redistribution of excess payments") with any
     other Financier which is entitled to, but does not, either join in those
     proceedings or take and diligently prosecute legal proceedings in another
     court to enforce its rights under this agreement.


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16.6 CLAIMS PAID UNDER THE POLITICAL RISK INSURANCE POLICY

     (a)  Subject to paragraph (b), the Facility Agent must distribute payments
          and recoveries under the PRI to each Financier in a proportion that
          bears the same proportion as the amount payable to that Financier at
          that time under this agreement bears to the aggregate of the amounts
          payable at that time under this agreement to all Financiers.

     (b)  If the Political Risk Insurer reduces the amount of a claim under the
          PRI by reason of an exclusion in the PRI relating to an act or
          omission of a Financier, that Financier is not entitled to share in
          distributions under paragraph (a) to the extent of the amount of the
          reduction in the claim.

17   ASSIGNMENTS AND SUBSTITUTIONS

17.1 SUCCESSORS AND ASSIGNS

     This agreement binds, and takes effect for the benefit of, each party and
     its successors, permitted assigns, transferees and substitutes.

17.2 ASSIGNMENT BY BORROWER

     The Borrower may not assign any of its rights or transfer any of its
     obligations under the Transaction Documents without the prior consent of
     the Facility Agent (acting on the instructions of all the Financiers).

17.3 ASSIGNMENT OF RIGHTS BY FINANCIER

     A Financier may change its lending office or transfer its rights or its
     obligations under this agreement:

     (a)  to a company which is a wholly-owned direct or indirect subsidiary of
          it or of its holding company if such transfer is effected by a
          substitution in accordance with clause 17.5 ("Procedure for
          substitution"); or

     (b)  to a subparticipant or a securitisation vehicle provided that the
          Financier remains the lender of record,

     in each case without the consent of the Borrower and may not be effected
     while a Drawdown Notice is current.

17.4 SUBSTITUTION BY FINANCIER

     (a)  A Financier may, subject to each of the following:

          (i)  clause 17.4(b);

          (ii) the restrictions on amounts for partial substitutions under
               clause 17.5(a) ("Procedure for substitution"); and

          (iii) the Borrower obtaining the prior approval of the Bank of PNG to
               the relevant transfer to the extent required by law or


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               by the terms of any Authorisation given to the Borrower by the
               Bank of PNG prior to the date of this agreement,

          transfer any or all of its rights and obligations under this agreement
          to another financial institution with the prior consent of the
          Borrower (such consent not to be unreasonably withheld) or to the
          Political Risk Insurer if such transfer is effected by a substitution
          in accordance with clause 17.5 ("Procedure for substitution ") and may
          not be effected while a Drawdown Notice is current. For this purpose,
          the Borrower and the Facility Agent have agreed a list of potential
          financiers in relation to primary syndication.

     (b)  A Financier may only transfer its rights and obligations under this
          agreement if, in respect of such transfer, the pro-rata amount of Gold
          Commitment transferred is equal to the pro-rata amount of RCF
          Commitment transferred.

17.5 PROCEDURE FOR SUBSTITUTION

     (a)  A Retiring Financier may arrange to substitute a New Financier for
          itself in respect of some or all of its RCF Commitment and its Gold
          Commitment and its participation in the applicable Principal
          Outstanding by delivering to the Facility Agent four counterparts of a
          Substitution Certificate executed by itself and by the proposed New
          Financier together with a fee of US$2,000 on or before the tenth
          Business Day before the substitution is to take effect. Partial
          substitutions must be for Gold Commitment and/or Principal Outstanding
          of at least 20,000 Ounces and the pro-rata share of a Retiring
          Financier's RCF Commitment and Principal Outstanding under the
          Revolving Credit Facility.

     (b)  Each party to this agreement (other than the Retiring Financier and
          the proposed New Financier) irrevocably authorises the Facility Agent
          to:

          (i)  execute on its behalf a Substitution Certificate delivered under
               paragraph (a); and

          (ii) execute any other document, and do on its behalf anything else,
               which the Facility Agent believes is necessary or desirable to
               effect the substitution.

     (c)  After receiving a Substitution Certificate under paragraph (a), the
          Facility Agent shall:

          (i)  notify the Borrower;

          (ii) countersign the counterparts on behalf of all the other parties
               to this agreement (except the Retiring Financier and the proposed
               New Financier); and

          (iii) retain one counterpart and deliver the others to the Retiring
               Financier, the proposed New Financier and the Borrower.

     (d)  On the "Substitution Date" referred to in the Substitution
          Certificate:


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          (i)  the New Financier is, by novation, substituted for the Retiring
               Financier in relation to those rights and obligations of the
               Retiring Financier specified in the Substitution Certificate; and

          (ii) the Retiring Financier is released from its obligations to the
               extent stated in the Substitution Certificate.

17.6 CONSEQUENCES OF SUBSTITUTION

     If a Financier arranges a substitution in respect of any of its rights and
     obligations in accordance with this clause 17 ("Assignments and
     substitutions"):

     (a)  references in this agreement to the Retiring Financier, as a
          "Financier" or otherwise, and the Retiring Financier's identity and
          address, are to be taken as references to:

          (i)  the Retiring Financier and the New Financier, and their
               respective identities and addresses, in each case to the extent
               of its relevant RCF Commitments and its relevant Gold Commitments
               and the related rights and obligations; or

          (ii) where the Retiring Financier has no further rights or
               obligations, to the New Financier (and its identity and address);

     (b)  all agreements, representations and warranties made in this agreement
          survive any substitution made under this clause, and take effect for
          the benefit of the New Financier and the Retiring Financier to the
          extent of their respective RCF Commitments and their respective Gold
          Commitments and the related rights and obligations;

     (c)  the Retiring Financier is not responsible to the New Financier for the
          performance by the Borrower of any of its obligations under this
          agreement; and

     (d)  the Retiring Financier is not obliged to accept a re-assignment or re-
          transfer from the New Financier of any rights or obligations acquired
          by the New Financier under a Substitution Certificate.

17.7 NOT USED

17.8 DISCLOSURE

     (a)  Subject to paragraph (b), a Financier may:

          (i)  provide to a New Financier, or any other person who proposes to
               enter into contractual relations with a Financier in relation to
               this agreement, any information about the Borrower which that
               Financier considers appropriate; and

          (ii) provide a copy of this agreement, the other Transaction Documents
               and the Project Documents to a New Financier or any such person.


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     (b)  Any disclosure made under paragraph (a) must be made on the basis that
          the person to whom the information or document is disclosed shall keep
          that information or document confidential as required by clause 19
          ("Confidentiality").

17.9 NO GROSSING UP OR INCREASED COSTS IN CERTAIN CIRCUMSTANCES

     If a Financier changes its lending office or assigns or transfers any or
     all of its rights or obligations under this clause 17 ("Assignments and
     substitutions") to another Financier and the Borrower is later required to
     make a payment of money or delivery of Gold under clauses 7 ("Payments and
     deliveries generally") or 13 ("Increased costs and illegality"), as a
     result of:

     (a)  any provision of a law or a directive or request (whether or not
          having the force of law) of a Government Agency as in effect at the
          date of the change of lending office, assignment or transfer; or

     (b)  as a result of the interpretation or application as at the date of the
          assignment or transfer of a law or a directive or request (whether or
          not having the force of law) of a Government Agency,

     then the Borrower is only required to make that payment of money or
     delivery of Gold up to the amount of money or quantity of Gold that would
     have been payable or deliverable, as the case may be, had the change of
     lending office, assignment or transfer not occurred.

17.10 MULTIPARTITE SUBSTITUTIONS

     If a proposed substitution, or substitutions, is, or are, to involve more
     than one proposed substitute or more than one Financier, or any combination
     thereof, the Facility Agent may prepare instruments consistent with
     schedule 5 ("Substitution Certificate") which effect such a substitution
     and each party agrees to authorise the Facility Agent to execute such an
     instrument on its behalf in order to implement such substitution, or
     substitutions, contemplated by this clause 17 ("Assignments and
     substitutions").

17.11 POLITICAL RISK INSURER

     Despite anything to the contrary contained in this agreement, the right of
     the Political Risk Insurer to enforce or exercise any of its rights or to
     share in any receipts or recoveries made under this agreement (in its
     capacity as a Financier), may only be exercised in accordance with the
     terms of the Political Risk Insurance Policy and the Transaction Documents,
     as applicable to Financiers.

17.12 COSTS

     Any costs incurred by the Facility Agent or the Borrower in relation to any
     transfer of rights or obligations by a Financier will be paid by that
     Financier unless such transfer was effected at the Borrower's request (in
     which case the Borrower shall bear the cost).


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18   AMENDMENTS AND WAIVERS

18.1 AGREEMENT OF MAJORITY FINANCIERS

     (a)  Subject to the other provisions of this clause 18 ("Amendments and
          waivers"), the following matters require instructions from the
          Majority Financiers:

          (i)  the exercise of the Facility Agent's rights in its capacity as
               agent for the Financiers in connection with any Event of Default
               or Potential Event of Default;

          (ii) subject to clause 18.2 ("Agreement to all Financiers"), the
               giving of a direction to the Security Trustee to exercise its
               rights in its capacity as security trustee in connection with any
               Transaction Document to which the Security Trustee is a party;

          (iii) the waiver of any breach or other non-performance of obligations
               by the Borrower in connection with any Transaction Document, or
               the giving of a direction to the Security Trustee in its capacity
               as security trustee to waive any breach or other non-performance
               of obligations by the Borrower in connection with any Transaction
               Document;

          (iv) a variation of a Transaction Document or the PRI other than a
               variation listed in clause 18.2 ("Agreement to all Financiers")
               or the giving of a direction to the Security Trustee in its
               capacity as security trustee to agree to a variation of a
               Transaction Document other than a variation listed in clause 18.2
               ("Agreement to all Financiers"); or

          (v)  any matter the subject of a provision in any Transaction Document
               or the PRI which provides expressly that it requires the consent
               of the Majority Financiers.

     (b)  Where the Majority Financiers so agree under paragraph (a)(iii) or
          (iv) above, the Facility Agent shall execute and give effect to the
          amendment, supplement or waiver on behalf of all Financiers.

     (c)  If an amendment, supplement or waiver is effected under this clause:

          (i)  the Facility Agent shall promptly notify each of the parties to
               this agreement; and

          (ii) it is binding on all the parties to this agreement.

18.2 AGREEMENT TO ALL FINANCIERS

     Subject to clause 18.3 ("Waiver generally"), the agreement in writing of
     all Financiers is required for any matter which:

     (a)  relates to the definition of "Majority Financiers" in clause 1.1
          ("Definitions");


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     (b)  extends the date for, decreases the amount of, or changes the currency
          of, any payment under this agreement (including, without limitation,
          any Margin or fees);

     (c)  extends the date for, decreases the quantity of, or changes the
          specifications of, any obligation to deliver Gold under this agreement
          (including, without limitation, any Margin or fees);

     (d)  increases a Financier's Gold Commitment or a Financier's RCF
          Commitment or extends the Gold Availability Period or the RCF
          Availability Period;

     (e)  relates to this clause;

     (f)  is the subject of a provision in any Transaction Document which
          provides expressly that it requires the consent of all Financiers;

     (g)  relates to the release of any Security Interest (unless a release is
          required by a Transaction Document, is requested under clause 3.33 of
          the Security Trust Deed or is required by law); or

     (h)  would amend the extent or scope of coverage under the PRI.

18.3 WAIVER GENERALLY

     The non-exercise of or delay in exercising any power or right of a party
     does not operate as a waiver of that power or right, nor does any single
     exercise of a power or right preclude any other exercise of it or the
     exercise of any other power or right. A power or right may only be waived
     in writing.

19   CONFIDENTIALITY

19.1 NON-DISCLOSURE

     The Facility Agent and the Financiers may not disclose the contents or
     terms of this agreement or any information or documents received by them in
     connection with the negotiation of this agreement or pursuant to the
     provisions of this agreement ("Confidential Information") and will procure
     that their respective officers, employees and agents will not disclose any
     such information, without the prior written consent of the Borrower, except
     to the extent that:

     (a)  disclosure is permitted by the express terms of this agreement;

     (b)  the information is available to the public generally (except as a
          result of a previous breach of this clause);

     (c)  the Facility Agent or the relevant Financier is required to make the
          disclosure by law or under any administrative guideline, directive,
          request or policy (whether having the force of law or not) the
          observance of which, if not having the force of law, is in accordance
          with the practice of responsible persons similarly situated;


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     (d)  the disclosure is necessary in relation to any procedure for discovery
          of documents or any proceedings before any court, tribunal or
          regulatory body; or

     (e)  the disclosure is to a potential assignee, participant,
          sub-participant, New Financier or Political Risk Insurer in respect of
          a Financier's interests under a Transaction Document or to any other
          person who is considering entering into contractual relations with a
          Financier in connection with a Transaction Document, but only if the
          recipient agrees in writing to use the information only for the
          purposes for which it has been disclosed and to be otherwise bound by
          the terms of this clause 19 ("Confidentiality") as if it were named as
          a Financier in this agreement.

19.2 LIMITATION OF ACCESS

     Each Financier and the Facility Agent will limit access to the Confidential
     Information to:

     (a)  those of its officers, employees and agents who require access to it
          for the purposes of this agreement; and

     (b)  those of its legal and other professional advisers who require access
          to it for the purposes of this agreement.

19.3 DISCLOSURE REQUIREMENT

     If a Financier or the Facility Agent is or may be required to disclose
     Confidential Information as contemplated in clause 19.1(c)
     ("Non-disclosure"), it will (unless notification is prohibited by law)
     promptly notify the Borrower and, if requested, at the cost of the Borrower
     allow and assist the Borrower (to the extent legally permissible) to oppose
     the disclosure requirement.

19.4 CONFIDENTIALITY BETWEEN ROLES

     (a)  In acting as agent for the Financiers, the Facility Agent will be
          regarded as acting through its agency division which will be treated
          as a separate entity from any of its other divisions or departments.

     (b)  In acting as arranger of the Facility, the Arranger will be regarded
          as acting through its banking division which will be treated as a
          separate entity from any of its other divisions or departments.

     (c)  If information is received by another division or department of the
          Facility Agent or Arranger, as the case may be, it may be treated as
          confidential to that division or department and the Facility Agent or
          Arranger, as the case may be, will not be deemed to have notice of it.


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20   NOTICES

20.1 METHOD OF GIVING NOTICES

     A notice, consent, approval or other communication (each a "Notice") under
     this agreement shall be in writing, signed by or on behalf of the person
     giving it, addressed to the person to whom it is to be given and:

     (a)  delivered;

     (b)  sent by pre-paid mail;

     (c)  transmitted by facsimile; or

     (d)  transmitted electronically;

     to that person's address.

20.2 TIME OF RECEIPT

     A Notice given to a person in accordance with this clause is treated as
     having been given and received:

     (a)  if delivered, on the day of delivery if delivered before 4:00 PM on a
          Business Day and otherwise on the next Business Day;

     (b)  if sent by pre-paid mail, on the day of actual delivery if delivered
          before 4:00 PM on a Business Day and otherwise on the next Business
          Day;

     (c)  if transmitted by facsimile and the transmission report states that it
          was sent in full and without error, on the day of transmission if that
          report states that the transmission was completed before 4:00 PM on a
          Business Day and otherwise on the next Business Day; and

     (d)  if by way of electronic transmission, if it complies with the rules
          under clause 20.4 ("Electronic transmission of notice").

20.3 ADDRESS FOR NOTICES

     For the purposes of this clause, a person (the "SENDER") may take the
     address, facsimile number of another person (the "RECIPIENT") to be:

     (a)  the address and number set out in the Details or in schedule 1
          ("Details of Financiers"); or

     (b)  where the recipient notifies the sender of another address or number,
          the last address or number so notified to it.

20.4 ELECTRONIC TRANSMISSION OF NOTICE

     (a)  Notices, requests, demands, consents, approvals, agreements or other
          communications to or by the Facility Agent:

          (i)  may be given by means of a secure website originally to be styled
               "Intralinks" established by the Facility Agent access to


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               which is restricted to the parties to the Transaction Documents
               (and, where applicable, their financial and legal advisers) or
               other electronic means in a manner established by the Facility
               Agent and agreed with the Borrower; and

          (ii) unless otherwise agreed under sub-paragraph (i) will be taken to
               be given or made upon:

               (A)  a notice being posted on that secure website; and

               (B)  receipt by the Facility Agent of a delivery receipt in
                    respect of an e-mail the Facility Agent has sent to the
                    relevant party's Nominated E-mail Address notifying that the
                    notice has become available on the secure website.

          (b)  The Borrower consents to the inclusion in the secure website of
               its company logo of "Lihir Gold" or such other derivation.

          (c)  Each of the Financiers and the Borrower undertakes:

               (i)  to ensure that all Access Information issued to it by the
                    Facility Agent is kept secure and confidential; and

               (ii) that it will only disclose Access Information to its
                    officers or employees who are involved in the administration
                    of the Facility; and

               agrees that the Facility Agent is not liable for any liability,
               loss, damage, costs or expenses incurred or suffered by them as a
               result of their access or use of the secure website or inability
               to access or use the secure website except to the extent caused
               by its gross negligence or wilful misconduct.

21   LAW AND JURISDICTION

21.1 GOVERNING LAW

     This agreement is governed by the laws in force in New South Wales,
     Australia.

21.2 SUBMISSION TO JURISDICTION

     The Borrower submits to the non-exclusive jurisdiction of the courts
     exercising jurisdiction in New South Wales and any courts that may hear
     appeals from those courts in respect of any proceedings in connection with
     this agreement.

21.3 SERVICE

     Without preventing any other mode of service, any document in an action
     (including, without limitation, any writ of summons or other originating
     process or any third or other party notice) may be served on a party by
     being delivered to or left for that party at its address for service of
     notices under clause 20 ("Notices").


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22   GENERAL

22.1 SET-OFF

     If the Facility Agent has given a notice pursuant to clause 12.2(c)
     ("Consequences of an Event of Default") the Facility Agent and each
     Financier may, without notice to the Borrower, combine, consolidate, merge
     or apply all or any part of any credit balance standing to any account of
     the Borrower with any of its offices or branches or any amount of money or
     quantity of Gold available to it by way of set-off, lien or counterclaim in
     or towards satisfaction of any money or obligation to deliver Gold at any
     time due and payable or re-deliverable, as the case may be, or to become
     due and payable or re-deliverable, as the case may be, by the Borrower to
     the Facility Agent or that Financier under the Transaction Documents. The
     Facility Agent and each Financier may for this purpose:

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

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

     (c)  effect any conversion of Gold to an amount which bears its Current
          Dollar Value.

22.2 FACILITY AGENT'S STATEMENT

     Unless otherwise expressly provided in the Transaction Documents, a
     statement, signed on behalf of the Facility Agent by any of its Authorised
     Representatives, as to any matter or of any amount of money or quantity of
     Gold (including, without limitation, amounts of money or quantities of Gold
     owing by the Borrower) at the date specified in the statement is prima
     facie evidence of that matter or amount of money or quantity of Gold.

22.3 SEVERABITITY

     Any provision in the Transaction Documents which is invalid or
     unenforceable in any jurisdiction is to be read down for the purposes of
     that jurisdiction, if possible, so as to be valid and enforceable, and is
     otherwise capable of being severed to the extent of the invalidity or
     unenforceability, without affecting the validity or enforceability of the
     remaining provisions of the Transaction Documents, or affecting the
     validity or enforceability of that provision in any other jurisdiction.

22.4 EXERCISE OF RIGHTS

     The Facility Agent and the Financiers may exercise a Right at its
     discretion, and separately or concurrently with another Right. A single or
     partial exercise of a Right by the Facility Agent or the Financiers does
     not prevent a further exercise of that or an exercise of any other Right. A
     failure by the Facility Agent or the Financiers to exercise or a delay in
     exercising a Right


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     does not prevent its exercise. The Facility Agent and the Financiers are
     not liable for any loss caused by the exercise or attempted exercise of, or
     the failure to exercise, or a delay in exercising the Right, whether or not
     caused by the Facility Agent's or the Financiers' negligence, as the case
     may be.

22.5 WAIVER AND VARIATION

     A provision of, or a right created under, the Transaction Documents may not
     be waived or varied except in writing signed by the party or parties to be
     bound.

22.6 SUPERVENING LEGISLATION

     Any present or future legislation which operates to vary the obligations of
     the Borrower under the Transaction Documents with the result that the
     Facility Agent's or the Financiers' Rights are adversely affected
     (including, without limitation, by way of delay or postponement) is
     excluded except to the extent that its exclusion is prohibited or rendered
     ineffective by law.

22.7 REMEDIES CUMULATIVE

     The Rights provided in the Transaction Documents are cumulative with, and
     not exclusive of, the Rights provided by law independently of the
     Transaction Documents.

22.8 INDEMNITIES

     (a)  Each indemnity in the Transaction Documents is a continuing
          obligation, separate and independent from the other obligations of the
          party giving it and survives the termination of the Transaction
          Documents.

     (b)  It is not necessary for the Facility Agent to incur expense or make
          payment of money or delivery of Gold before enforcing a right of
          indemnity conferred by the Transaction Documents.

22.9 COUNTERPARTS

     The Transaction Documents may be executed in any number of counterparts and
     all of those counterparts taken together constitute one and the same
     instrument.

22.10 ATTORNEYS

     Each attorney who executes the Transaction Documents on behalf of a party
     declares that the attorney has no notice of the revocation or suspension by
     the grantor or in any manner of the power of attorney under the authority
     of which the attorney executes the Transaction Documents.


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Syndicated Facilities Agreement

Schedule 1 - Details of Initial Financiers

<TABLE>
<CAPTION>
                                                                                 REVOLVING
                                                                                  CREDIT       GOLD LOAN
NAME OF INITIAL FINANCIER AND                                                   COMMITMENTS   COMMITMENTS
LENDING OFFICE                               DETAILS FOR NOTICES                   (US$)        (OUNCES)
------------------------------   -------------------------------------------   ------------   -----------
<S>                              <C>                                           <C>            <C>
ABN AMRO BANK N.V.               Level 5, ABN AMRO Tower                       US$4,385,521      42,084
(ABN 84 079 478 612)             88 Phillip Street
Sydney                           Sydney NSW 2001
                                 Fax: +612 8259 5433
                                 Attention: Jeanette Willoughby, Credit
                                 Portfolio Management
                                 Copy to: Yun Zhou, Loans Administration

AUSTRALIA AND NEW ZEALAND        CREDIT:                                       US$4,385,522      42,108
BANKING GROUP LIMITED            Level 17, 530 Collins Street
(ABN 11 005 357 522)             Melbourne VIC 3000
Melbourne                        Fax: +613 9273 2111
                                 Attn: Bill Callaghan, Manager, Project and
                                 Structured Finance
                                 Email: callaghw@anz.com

                                 ADMINISTRATIVE:
                                 Level 17, 530 Collin Street
                                 Melbourne VIC 3000
                                 Fax: +613 9273 1544
                                 Attn: Long Do, Manager's Assistant,
                                 Corporate and Structured Finance
                                 Email: dol@anz.conm

BAYERISCHE HYPO- UND             CREDIT:                                       US$4,385,522      42,108
VEREINSBANK AG, SINGAPORE        Level 30, 88 Phillip Street
BRANCH                           Sydney NSW 2000
Singapore                        Fax: +612 8243 9222
                                 Attn: Paul Gullery, Director
                                 Email: Paul.Gullery@Hvbasia.com

                                 30 Cecil Street, #25-01
                                 Prudential Tower, Singapore 049712
                                 Fax: +65 6413 3824
                                 Attn: David Chan, Director
                                 Email: David.Chan@Hvbasia.com

                                 ADMINISTRATIVE:
                                 30 Cecil Street, #25-01
                                 Prudential Tower, Singapore 049712
                                 Fax: +65 6413 3714
                                 Attn: Soo Lee Cheah, Associate Director /
                                 Mei Chi Tsen, Officer
                                 Email: Cheah.Soo.Lee@Hvbasia.com /
                                 Meichi.Tsen@Hvbasia.com
</TABLE>


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                92
                               13 September 2005

<PAGE>

<TABLE>
<CAPTION>
                                                                                 REVOLVING
                                                                                  CREDIT       GOLD LOAN
NAME OF INITIAL FINANCIER AND                                                   COMMITMENTS   COMMITMENTS
LENDING OFFICE                               DETAILS FOR NOTICES                   (US$)        (OUNCES)
------------------------------   -------------------------------------------   ------------   -----------
<S>                              <C>                                           <C>            <C>
BNP PARIBAS - SINGAPORE          CREDIT:                                       US$4,385,522      42,108
BRANCH                           60 Castlereagh Street
(ARBN 000 000 117)               Sydney NSW 2001
Singapore                        Fax: +612 9619 6107
                                 Attn: Bruce Spencer, Director
                                 Email: bruce.spencer@au.bnpparibas.com

                                 Tung Center - #03-00
                                 20 Collyer Quay
                                 Singapore - 049319
                                 Fax: +65 6210 1355
                                 Attn: Max-Henrik Blom, Vice President
                                 Email: max-henrik.blom@asia.bnpparibas.com

                                 ADMINISTRATIVE:
                                 Tung Center - #03-00
                                 20 Collyer Quay
                                 Singapore - 049319
                                 Fax: +65 6210 1355
                                 Attn: Harrison Pou / Patsy Lim
                                 Email: harrison.pou@asia.bnpparibas.com
                                 / patsy.lim@asia.bnpparibas.com

BANK OF WESTERN AUSTRALIA LTD    CREDIT:                                       US$4,385,522      42,108
(ABN 22 050 494 454)             Level 27, 45 Clarence Street
Sydney                           Sydney NSW 2000
                                 Fax: +612 8299 8888
                                 Attn: Richard Batten, Associate Director
                                 Email: rbatten@bos.com.au

                                 ADMINISTRATIVE:
                                 Level 27, 45 Clarence Street
                                 Sydney NSW 2000
                                 Fax: +612 8299 8888
                                 Attn: Robert Murrant, Analyst / Michael
                                 Dodson, Associate Director
                                 Email: rmurrant@bos.com.au /
                                 mdodson@bos.com.au

COMMONWEALTH BANK OF             CREDIT:                                       US$4,385,522      42,108
AUSTRALIA                        Level 15, 52 Martin Place
(ABN 48 123 123 124)             Sydney NSW 2000
Sydney                           Fax: +612 9513 1002
                                 Attn: Scott Speedie, Senior Relationship
                                 Executive / Natalie Baker, Relationship
                                 Manager
                                 Email: scott.speedie@cba.com.au /
                                 bakerna@cba.com.au

                                 ADMINISTRATIVE:
                                 Level 5, 48 Martin Place
                                 Sydney NSW 2000
                                 Fax: +612 9235 1197 / 02 9513 1002
</TABLE>


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                93
                               12 September 2005

<PAGE>

<TABLE>
<CAPTION>
                                                                                 REVOLVING
                                                                                  CREDIT       GOLD LOAN
NAME OF INITIAL FINANCIER AND                                                   COMMITMENTS   COMMITMENTS
LENDING OFFICE                               DETAILS FOR NOTICES                   (US$)        (OUNCES)
------------------------------   -------------------------------------------   ------------   -----------
<S>                              <C>                                           <C>            <C>
                                 Attn: Debbie Tkalcec, Loan Administration /
                                 Natalie Baker, Relationship Manager
                                 Email: debbie.tkalcec@cba.com.au /
                                 bakerna@cba.com.au

MACQUARIE BANK LIMITED           CREDIT:                                       US$4,385,522      42,108
(ABN 46 008 583 542)             Risk Management Division
Sydney                           Level 4, No. 1 Martin Place
                                 Sydney NSW 2000
                                 Fax: +612 8232 4437
                                 Attn: Andrew Grove, Senior Manager
                                 Email: andrew.grove@macquarie.com

                                 ADMINISTRATIVE:
                                 Metals and Energy Capital Division
                                 Level 1, No. 1 Martin Place
                                 Sydney NSW 2000
                                 Fax: +612 8232 3590
                                 Attn: Maureen Connolly /
                                 Roslyn Sutherland, Manager
                                 Email: maureen.connolly@macquarie.com/
                                 roslyn.sutherland@macquarie.com

NATIONAL AUSTRALIA BANK          CREDIT:                                       US$3,510,101      33,684
LIMITED                          Level 33, 500 Bourke Street
(ABN 12 004 044 937)             Melbourne VIC 3000
Melbourne                        Fax: +613 8641 5060
                                 Attn: Stephen Motteram, Manager, Project
                                 Finance
                                 Email: stephen_motteram@national.com.au

                                 ADMINISTRATIVE:
                                 Level 33, 500 Bourke Street
                                 Melbourne VIC 3000
                                 Fax: +613 8641 0560 / 1300 764 759
                                 Attn: Glenn Garrett, Analyst, Project
                                 Finance / Lending Administration
                                 Email: glenn_garrett@national.com.au /
                                 helen_kosmarikas@national.com.au

NATEXIS BANQUES POPULAIRES,      CREDIT:                                       US$3,510,101      33,684
HONG KONG BRANCH                 12th Floor, CITIC Tower
Hong Kong                        1 Tim Mei Avenue
                                 Central, Hong Kong
                                 Fax: +852 2583 9801
                                 Attn: Francis Lacourte, Regional head of
                                 Commodities, Asia Pacific / Jie Sang,
                                 Deputy head, Commodities desk, Hong
                                 Kong Branch
                                 Email: Francis.lacourte@ap.nxbp.com /
                                 Jie.sang@ap.nxbp.com
</TABLE>


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                94
                               12 September 2005

<PAGE>

<TABLE>
<CAPTION>
                                                                                 REVOLVING
                                                                                  CREDIT       GOLD LOAN
NAME OF INITIAL FINANCIER AND                                                   COMMITMENTS   COMMITMENTS
LENDING OFFICE                               DETAILS FOR NOTICES                   (US$)        (OUNCES)
------------------------------   -------------------------------------------   ------------   -----------
<S>                              <C>                                           <C>            <C>
                                 ADMINISTRATIVE:
                                 12th Floor, CITIC Tower
                                 1 Tim Mei Avenue
                                 Central, Hong Kong
                                 Fax: +852 2583 9801
                                 Attn: Vivian Yeung / Christine Chan /
                                 Jammy Yip, Loan Administration and
                                 Customer Services Department
                                 Email: Vivian.yeung@ap.nxbp.com /
                                 Christine.chan@ap.nxbp.com /
                                 jammy.yip@ap.nxbp.com

SOCIETE GENERALE                 CREDIT:                                            Nil          42,108
Paris                            Level 21, 400 George Street
                                 Sydney NSW 2000
                                 Fax: +612 9223 1779
                                 Attn: Charles Loxton, Director - Mining
                                 Finance
                                 Email: charles.loxton@.sgcib.com

                                 ADMINISTRATIVE:
                                 Level 21, 400 George Street
                                 Sydney NSW 2000
                                 Fax: +612 9279 1151 / +612 9221 4616
                                 Attn: Vince Calvi, Manager - Global
                                 Financing Operations / Paul Fraser,
                                 Director - Commodity Derivatives
                                 Email: vince.calvi@sgcib.com /
                                 paul.fraser@sgcib.com

SOCIETE GENERALE AUSTRALIA       CREDIT:                                       US$4,385,522         Nil
BRANCH                           Level 21, 400 George Street
(ABN 71 092 516 286)             Sydney NSW 2000
Sydney                           Fax: +612 9223 1779
                                 Attn: Charles Loxton, Director - Mining
                                 Finance
                                 Email: charles.loxton@sgcib.com

                                 ADMINISTRATIVE:
                                 Level 21, 400 George Street
                                 Sydney NSW 2000
                                 Fax: +612 9279 1151 / +612 9223 4181
                                 Attn: Vince Calvi, Manager - Global
                                 Financing Operations / Brendan Delaney,
                                 Treasury Operations
                                 Email: vince.calvi@sgcib.com /
                                 brendan.delaney@sgcib.com
</TABLE>


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                95
                               12 September 2005

<PAGE>

<TABLE>
<CAPTION>
                                                                                 REVOLVING
                                                                                  CREDIT       GOLD LOAN
NAME OF INITIAL FINANCIER AND                                                   COMMITMENTS   COMMITMENTS
LENDING OFFICE                               DETAILS FOR NOTICES                   (US$)        (OUNCES)
------------------------------   -------------------------------------------   ------------   -----------
<S>                              <C>                                           <C>            <C>
WESTLB AG, SYDNEY BRANCH         CREDIT:                                       US$4,385,522      42,108
(ABN 70 076 070 039)             Level 29, 60 Margaret Street
Sydney                           Sydney NSW 2000
                                 Fax: +612 9777 8028
                                 Attn: Horst Kleinecke, Director / Karin
                                 Kobelentz, Director
                                 Email: horst_kleinecke@westlb.com.au /
                                 karin_kobelentz@westlb.com.au

                                 ADMINISTRATIVE:
                                 Level 29, 60 Margaret Street
                                 Sydney NSW 2000
                                 Fax: +612 9777 8030
                                 Attn: Joe Champion, Associate Director /
                                 Rosetta Pelle, Executive
                                 Email: joe_champion@westlb.com.au /
                                 rosetta_pelle@westlb.com.au

WESTPAC BANKING                  CREDIT:                                       US$3,510,101      33,684
CORPORATION                      Level 8, 255 Elizabeth Street
(ABN 33 007 457 141)             Sydney NSW 2000
(ABN 33 007 457 141)             Fax: +612 9284 8999
Sydney                           Attn: Nick Martin, Associate Director,
                                 Project & Structured Debt
                                 Email: nickmartin@westpac.com.au

                                 ADMINISTRATIVE:
                                 Level 3, 255 Elizabeth Street
                                 Sydney NSW 2000
                                 Fax: +612 9284 8022
                                 Attn: Svetlana Kolar, Deal Administrator
                                 Email: skolar@westpac.com.au
</TABLE>


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                96
                               12 September 2005

<PAGE>

Syndicated Facilities Agreement

Schedule 2 - Conditions precedent

(a)  (CORPORATE AUTHORISATIONS) A copy, certified by an Authorised
     Representative of the Borrower, of:

     (i)  the constitution of the Borrower;

     (ii) extract of minutes of meeting of the board of directors of the
          Borrower approving the transaction in principle and appointing a
          committee of its members to finalise the Transaction Documents and
          authorise the entering into of the Transaction Documents by the
          Borrower;

     (iii) extract of minutes of meeting of a committee of the board of
          directors of the Borrower approving the transaction and the
          Transaction Documents and authorising the entering into of the
          Transaction Documents by the Borrower and performing its obligations
          thereunder;

     (iv) the power of attorney under which the relevant Transaction Documents
          are executed on behalf of the Borrower; and

     (v)  a specimen of the signatures of the Authorised Representatives of the
          Borrower.

(b)  (TRANSACTION DOCUMENTS) The Transaction Documents duly executed, together
     with all necessary forms duly signed to enable registration of any
     Transaction Document where required.

(c) (INSURANCE) Evidence, in the form of a report from Marsh Ltd:

     (i)  that the Borrower's insurance policies relating to the Project Assets
          are in place; and

     (ii) that the Security Trustee on behalf of the Beneficiaries (as defined
          in the Security Trust Deed) is noted as an insured party under
          material Project insurance policies.

(d)  (TECHNICAL) A satisfactory technical report from the Independent Engineer
     in relation to its review of the Project, the Flotation Plant Expansion
     Project and the Life of Mine Plan.

(e)  (MODEL) The Base Case.

(f)  (STAMP DUTY) Evidence of payment of, or provision for, stamp duty in
     relation to the Transaction Documents or payment to the Facility Agent of
     the stamp duty due.

(g)  (LEGAL OPINIONS) A satisfactory legal opinion as to the Transaction
     Documents from:


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                97
                               12 September 2005

<PAGE>

     (i)  the Facility Agent's counsel (as to Australian and English law); and

     (ii) Borrower's counsel (as to the laws of PNG),

     in each case allowing reliance by PRI insurers,

(h)  (HEDGING) Copy of Hedging Policy.

(i)  (DEFAULT) A certificate from an Authorised Representative of the Borrower
     that no Event of Default or Potential Event of Default has occurred and is
     subsisting.

(j)  (PRI) Evidence that PRI satisfactory to the Financiers is available for the
     drawings under the Facilities and that the policy has been effected.

(k)  (MINIMUM LIQUIDITY) Evidence that the Facility Agent is satisfied that at
     the first Drawdown Date the Liquidity Level of the Borrower is at least
     US$15,000,000.

(l)  (MANAGEMENT TRANSITION PLAN) A copy, certified by an Authorised
     Representative of the Borrower, of the Management Transition Plan approved
     by the board in January 2005.

(m)  (PNG AUTHORISATIONS) A certificate from an Authorised Representative of the
     Borrower confirming (a) the key PNG government Authorisations required for
     the Project are in place and attaching updated copies of same and (b) that
     no other government Authorisation is required in respect of the Project
     where failure to maintain such authorisation would have a Material Adverse
     Effect.

(n)  (FEES AND EXPENSES) Evidence of payment or provision for payment to occur
     on the first Drawdown Date of all fees, PRI premia and expenses then due
     and payable by the Borrower to the Financiers under the Transaction
     Documents.

(o)  (NOTICES OF CHARGE/MORTGAGE OF ACCOUNT) A notice of charge/mortgage of
     account for each mortgaged account under the following security documents:

     (i)  Lihir Gold Offshore Charge;

     (ii) Lihir Gold Mortgage of Bullion Account.

(p)  (CERTIFICATE OF AUTHORISED REPRESENTATIVE) An original certificate, signed
     by a director of the Borrower, confirming the appointment of a person as an
     Authorised Representative, including a certification as to the correctness
     of the signature of each person appointed as an Authorised Representative.

(q)  (SEARCHES RELATING TO SECURITY DOCUMENTS) Evidence that no Security
     Interest (other than a Permitted Security Interest) exists in respect of
     any property the subject of any Security Document.

(r)  (NON-FINANCIER HEDGE SCHEDULE) A copy, certified by an Authorised
     Representative of the Borrower, of the Non-Financier Hedge Schedule.


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                98
                               12 September 2005

<PAGE>

Syndicated Facilities Agreement

Schedule 3 - Part 1 Drawdown Notice RCF
Advance

                                 DRAWDOWN NOTICE

                               LIHIR GOLD LIMITED

To: [__________] (as agent for the Financiers)

Attention:

                  SYNDICATED FACILITY AGREEMENT - RCF ADVANCE

We refer to the Syndicated Facility Agreement dated [__________] 2005 (the
"FACILITY AGREEMENT") between the Borrower, [__________]. Terms used in this
Drawdown Notice which are defined in the Facility Agreement have, unless the
context otherwise requires, the same meanings as in the Facility Agreement.

1.   The Borrower gives you irrevocable notice that it wishes to draw an Advance
     as follows:

     (a)  Drawdown Date: _______________________________________________________

     (b)  Amount: ______________________________________________________________

     (c)  Interest Period: _____________________________________________________

2.   The Borrower requests that the proceeds of the RCF Advance be remitted to
     [insert bank and account details].

3.   The Borrower confirms that no Event of Default or Potential Event of
     Default has occurred and is continuing and the provision of the RCF Advance
     will not result in the occurrence of an Event of Default or a Potential
     Event of Default.

Dated _______________

For and on behalf of LIHIR GOLD     )
LIMITED by its Authorised           )
Representative:                     )   ________________________________________
                                        Name (printed):


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement                99
                               12 September 2005

<PAGE>

Schedule 3 - Part 2 Drawdown Notice Gold Advance

                                 DRAWDOWN NOTICE

                                LIHIR GOLD LIMITED

To: [__________] (as agent for the Financiers)

Attention:

                  SYNDICATED FACILITY AGREEMENT - GOLD ADVANCE

We refer to the Syndicated Facility Agreement dated [__________] 2005 (the
"FACILITY AGREEMENT") between the Borrower, [__________]. Terms used in this
Drawdown Notice which are defined in the Facility Agreement have, unless the
context otherwise requires, the same meanings as in the Facility Agreement.

1.   The Borrower gives you irrevocable notice that it wishes to draw the Gold
     Advance as follows:

     (a)  Drawdown Date: _______________________________________________________

     (b)  Quantity of Gold: 480,000 Ounces.

     (c)  Interest Period: _____________________________________________________

2.   The Borrower requests that the quantity of Gold comprising the Gold Advance
     is to be delivered to the Unallocated Bullion Account.

3.   The Borrower confirms that no Event of Default or Potential Event of
     Default has occurred and is continuing and the provision of the Gold
     Advance will not result in the occurrence of an Event of Default or a
     Potential Event of Default.

Dated _______________

For and on behalf of LIHIR GOLD     )
LIMITED by its Authorised           )
Representative:                     )   ________________________________________
                                        Name (printed):


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               100
                               12 September 2005

<PAGE>

Schedule 4 - Notice of varying Interest Period

                               LIHIR GOLD LIMITED

To:

(as agent for the Financiers)

Attention:

          SYNDICATED FACILITY AGREEMENT - VARIATION OF INTEREST PERIOD

We refer to the Syndicated Facility Agreement dated [__________] 2005 (the
"FACILITY AGREEMENT") between Lihir Gold Limited, [__________]. Terms used in
this notice that are defined in the Facility Agreement have the same meanings as
in the Facility Agreement.

The Borrower gives you irrevocable notice that it wishes to vary the Interest
Period for each Advance set out below as from its next Interest Payment Date:

Advance                                 New Interest Period
(US$)


For and on behalf of                )
LIHIR GOLD LIMITED by its           )   ----------------------------------------
Authorised Representative:          )   Signature of Authorised Representative

                                        ----------------------------------------
                                        Name


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               101
                               12 September 2005

<PAGE>

Schedule 5 - Substitution Certificate

Relating to the Syndicated Facility Agreement dated __________ 2005 (the
"FACILITY AGREEMENT") between Lihir Gold Limited (the "BORROWER"), the financial
institutions listed in schedule 1 ("Details of Financiers") thereto and
[__________] (the "FACILITY AGENT")

BETWEEN:

(1)  [__________] ACN [__________]
     (the "RETIRING FINANCIER");

(2)  [__________] ACN [__________]
     (the "NEW FINANCIER"); and

(3)  The Facility Agent, for itself and for each other party to the Facility
     Agreement (except for the Retiring Financier and the New Financier).

THE PARTIES AGREE AND DECLARE AS FOLLOWS:

1    INTERPRETATION

1.1  DEFINITIONS

     In this certificate, unless the context otherwise requires:

     SHARE means:

     (b)  in respect of the Revolving Credit Facility:

          (i)  in respect of the Retiring Financier, the proportion which its
               RCF Commitment, as reduced by the Substituted Commitment, bears
               to the Total RCF Commitment; and

          (ii) in respect of the New Financier, the proportion which its
               Commitment (if any), as increased by the Substituted Commitment,
               bears to the Total RCF Commitment.

     (c)  in respect of the Gold Facility:

          (i)  in respect of the Retiring Financier, the proportion which its
               Gold Commitment, as reduced by the Substituted Commitment, bears
               to the Total Gold Commitment; and

          (ii) in respect of the New Financier, the proportion which its
               Commitment (if any), as increased by the Substituted Commitment,
               bears to the Total Gold Commitment.


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               102
                               12 September 2005

<PAGE>

     SUBSTITUTED COMMITMENT means, the amount specified as the Substituted
     Commitment in the column for that Facility in the schedule to this
     certificate;

     SUBSTITUTED PARTICIPATION means the Substituted Commitment and the portion
     of the applicable Principal Outstanding that is referable to the
     Substituted Commitment, as specified in the schedule to this certificate;
     and

     SUBSTITUTION means, in respect of any part of the Substituted Commitment,
     the time when that part of the drawn RCF Commitment or Gold Commitment, as
     the case may be, of the Retiring Financier the subject of that part of the
     Substituted Commitment is satisfied in accordance with clause 2
     ("Substitution") of this agreement.

     SUBSTITUTION DATE means [SPECIFY DATE].

1.2  GENERAL INTERPRETATION

     Terms defined in the Facility Agreement have the same meaning when used in
     this certificate unless they are otherwise defined in this certificate.
     Clause 1.2 ("Rules for interpreting this document") of the Facility
     Agreement applies as if incorporated in this certificate.

2    SUBSTITUTION

2.1  RCF ADVANCES

     On the Substitution Date:

     (a)  the Substitute Financier agrees to pay to the Facility Agent for the
          account of the Borrower; and

     (b)  the Borrower agrees to pay to the Facility Agent for the account of
          the Retiring Financier,

     the amount owing by the Borrower to the Retiring Financier in respect of
     that part of the drawn RCF Commitment of the Retiring Financier the subject
     of that part of the Substituted Commitment represented by RCF Advances. The
     Borrower and the Facility Agent irrevocably direct the New Financier to pay
     on behalf of the Borrower directly to the Retiring Financier the amount due
     to be paid by the New Financier under this clause.

     The payment by the Substitute Financier on behalf of the Borrower to the
     Retiring Financier constitutes satisfaction of the Borrower's obligation
     under clause 2.1(b) ("RCF Advances") and to repay that part of the drawn
     RCF Commitment of the Retiring Financier the subject of that part of the
     Substituted Commitment represented by RCF Advances.

     The Substitution in respect of RCF Advances will take place at the time the
     New Financier makes that payment to the Retiring Financier.

     By making the payment referred to in this clause, the New Financier will be
     taken to have advanced that part of each RCF Advance the subject of the
     Substituted Commitment previously advanced by the Retiring Financier.


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                               12 September 2005

<PAGE>

2.2  GOLD ADVANCE

     On the Substitution Date:

     (a)  the Substitute Financier agrees to deliver to the Facility Agent for
          the account of the Borrower; and

     (b)  the Borrower agrees to delivery to the Facility Agent for the account
          of the Retiring Financier,

     the quantity of Gold owing by the Borrower to the Retiring Financier in
     respect of that part of the drawn Gold Commitment of the Retiring Financier
     the subject of that part of the Substituted Commitment represented by the
     Gold Advance. The Borrower and the Facility Agent irrevocably direct the
     New Financier to deliver on behalf of the Borrower directly to the Retiring
     Financier the quantity of Gold due to be paid by the New Financier under
     this clause.

     The delivery of Gold by the Substitute Financier on behalf of the Borrower
     to the Retiring Financier constitutes satisfaction of the Borrower's
     obligation under clause 2.2(b) ("Gold Advance") and to re-deliver that part
     of the drawn Gold Commitment of the Retiring Financier the subject of that
     part of the Substituted Commitment represented by the Gold Advance.

     The Substitution in respect of the Gold Advance will take place at the time
     the New Financier makes that delivery of Gold to the Retiring Financier.

     By making the delivery of Gold referred to in this clause, the New
     Financier will be taken to have advanced that part of the Gold Advance the
     subject of the Substituted Commitment previously advanced by the Retiring
     Financier.

3    RIGHTS AND OBLIGATIONS OF PARTIES

3.1  SUBSTITUTION

     With effect on and from the Substitution Date:

     (a)  no party to the Transaction Documents has any further obligation to
          the Retiring Financier in relation to that part of the Substituted
          Commitment applicable to that Substitution;

     (b)  the Facility Agent for itself and for each other party to the Facility
          Agreement other than the Retiring Financier acknowledges that the
          Retiring Financier has no further obligations in respect of any of
          them in relation to that part of the Substituted Commitment applicable
          to that Substitution;

     (c)  the Facility Agent for itself and each other party to the Facility
          Agreement other than the Retiring Financier grants to the New
          Financier rights which are identical to the rights which the Retiring
          Financier had in respect of that part of the Substituted Commitment
          applicable to that Substitution; and


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               104
                               12 September 2005

<PAGE>

     (d)  the New Financier assumes obligations towards each of the parties to
          the Transaction Documents which are identical to the obligations which
          the Retiring Financier was required to perform in respect of that part
          of the Substituted Commitment applicable to that Substitution prior to
          the acknowledgment set out in clause 3.1(b) ("Substitution").

3.2  "IDENTICAL" RIGHTS AND OBLIGATIONS

     In clauses 3.1(c) and 3.1(d) ("Substitution"), a reference to "identical"
     rights or obligations is a reference to rights or obligations substantially
     identical in character to those rights or obligations rather than identical
     as to the person entitled to them or obliged to perform them.

3.3  EFFECT OF SUBSTITUTION

     With effect on and from the Substitution Date:

     (a)  the New Financier is taken to be a party to the Facility Agreement and
          to each other Transaction Document to which the Retiring Financier is
          a party;

     (b)  a reference in the Transaction Documents to "Financier" includes a
          reference to the New Financier;

     (c)  in respect of the RCF Facility, the New Financier is taken to have a
          RCF Commitment equal to [[ALTERNATIVE 1 - IF ALL OBLIGATIONS OF THE
          RETIRING FINANCIER ARE TO BE SUBSTITUTED] the RCF Commitment of the
          Retiring Financier] [[ALTERNATIVE 2 - IF ONLY PART OF THE OBLIGATIONS
          OF THE RETIRING FINANCIER ARE TO BE SUBSTITUTED AND A US$ AMOUNT IS TO
          BE SPECIFIED] US$[_____]] [[ALTERNATIVE 3 - IF ONLY PART OF THE
          OBLIGATIONS OF THE RETIRING FINANCIER ARE TO BE SUBSTITUTED AND A % IS
          TO BE SPECIFIED] [_____]% of the RCF Commitment of the Retiring
          Financier prior to the Substitution];

     (d)  in respect of the Gold Facility, the New Financier is taken to have a
          Gold Commitment equal to [[ALTERNATIVE 1 - IF ALL OBLIGATIONS OF THE
          RETIRING FINANCIER ARE TO BE SUBSTITUTED] the Gold Commitment of the
          Retiring Financier] [[ALTERNATIVE 2 - IF ONLY PART OF THE OBLIGATIONS
          OF THE RETIRING FINANCIER ARE TO BE SUBSTITUTED AND A QUANTITY OF GOLD
          IN OUNCES IS TO BE SPECIFIED] [_____] Ounces of Gold] [[ALTERNATIVE 3
          - IF ONLY PART OF THE OBLIGATIONS OF THE RETIRING FINANCIER ARE TO BE
          SUBSTITUTED AND A % IS TO BE SPECIFIED] [_____]% of the Gold
          Commitment of the Retiring Financier prior to the Substitution];

     (e)  the New Financier is taken to have a drawn RCF Commitment or Gold
          Commitment, as the case may be, equal to that part of the drawn RCF
          Commitment or Gold Commitment, as the case may be, of the Retiring
          Financier the subject of the Substituted Commitment;

     [IF ONLY PART OF THE OBLIGATIONS OF THE RETIRING FINANCIER ARE TO BE
     SUBSTITUTED]


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<PAGE>

     (f)  the Retiring Financier is taken to have a RCF Commitment or Gold
          Commitment, as the case may be, equal to its RCF Commitment or Gold
          Commitment, as the case may be, immediately before the execution of
          this agreement less the RCF Commitment or Gold Commitment, as the case
          may be, of the New Financier.

3.4  ACCRUED RIGHTS AND OBLIGATIONS

     Despite anything contained in this agreement the Facility Agent, the
     Retiring Financier and all other parties to the Facility Agreement remain
     entitled to and bound by their respective rights and obligations in respect
     of any part of the Substituted Commitment which have accrued up to and
     including Substitution Date applicable to that part of the Substituted
     Commitment (including, without limitation, accrued interest and amounts in
     the nature of interest and fees due in respect of that part of the
     Substituted Commitment up to the Substitution) and any of their other
     rights and obligations under the Transaction Documents. The expression
     "Financier" in the Transaction Documents includes a Retiring Financier who
     remains entitled to any amount under this clause 3.4 ("Accrued rights and
     obligations").

4    CONFIRMATION BY NEW FINANCIER

     The New Financier confirms that:

     (a)  it has received a copy of the Facility Agreement and each other
          Transaction Document together with any other documents and information
          which it requires in connection with this transaction; and

     (b)  it has not relied and will not rely on the Retiring Financier or the
          Facility Agent to check or enquire on its behalf into the legality,
          validity, effectiveness, adequacy, accuracy or completeness of any of
          those documents or that information.

5    PAYMENTS AND DELIVERIES

     With effect on and from the Substitution Date, the Facility Agent shall
     make all payments of money or deliveries of Gold, as the case may be, which
     are due to be made under the Facility Agreement in relation to the
     Substituted Participation to the New Financier without having any further
     responsibility to the Retiring Financier in respect of the same.
     Accordingly, the Retiring Financier and the New Financier shall make,
     directly to each other, whatever payments of money or deliveries of Gold,
     as the case may be, and adjustments they agree with respect to the
     principal, accrued interest, fees, costs and other amounts of money or
     quantities of Gold which have accrued by reference to the Substituted
     Participation which accrue before the Substitution.

6    NOTICES

     For the purposes of clause 20 of the Facility Agreement ("Notices"), the
     address of the New Financier is the address set out below, or another
     address


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     of which the New Financier may from time to time give notice to each other
     party to the Facility Agreement:

     NEW FINANCIER: ___________________________________
     Attention:     ___________________________________
     Title:         ___________________________________
     Address:       ___________________________________
     Facsimile:     ___________________________________
     Telephone:     ___________________________________

7    GOVERNING LAW

     This certificate is governed by the laws in force in New South Wales,
     Australia.

8    GENERAL

     Clauses 1.2 ("Rules for interpreting this document"), 1.3 ("Headings") and
     1.4 ("Business Day") of the Facility Agreement apply to this certificate as
     if they were fully set out in this agreement.

     NB: For avoidance of doubt, a political risk insurer will become a New
     Financier only to the extent of insurance payments under a PRI and at no
     time is a political risk insurer obliged to make drawings available if
     there is any Undrawn Commitment at the time (whether under the Revolving
     Credit Facility or the Gold Facility).

     SCHEDULE TO SUBSTITUTION CERTIFICATE

<TABLE>
<CAPTION>
                                                  US$     OUNCES
                                                -------   ------
<S>                                             <C>       <C>
     1    Retiring Financier's Commitment
          before the Substitution Date:

     2    Substituted Commitment:

     3    Commitment retained by Retiring
          Financier:

     4    Amount of money or quantity of Gold
          Retiring Financier's Share of
          the Principal Outstanding before
          the Substitution Date:

     5    New Financier's Share of the
          Principal Outstanding:

     6    Share of Principal Outstanding
          retained by Retiring Financier
</TABLE>


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               107
                               12 September 2005

<PAGE>

[EXECUTION CLAUSES FOR SUBSTITUTION CERTIFICATE]

DATED ____________ 20[__].

THE RETIRING FINANCIER:

SIGNED for and on behalf of         )
[NAME OF RETIRING FINANCIER]        )
by its duly appointed               )
attorney in the presence of:        )
                                    )
                                    )
----------------------------------- )   ----------------------------------------
Signature of witness                )   Attorney
                                    )   Name (printed):
----------------------------------- )                   ------------------------
Name of witness (block letters)     )   Date of Power:
                                    )                  -------------------------
                                    )   Date of Signing:
                                    )                    -----------------------


THE NEW FINANCIER:

SIGNED for and on behalf of         )
[NAME OF NEW FINANCIER] by its      )
duly appointed attorney in the      )
presence of:                        )
                                    )
                                    )
----------------------------------- )   ----------------------------------------
Signature of witness                )   Attorney
                                    )   Name (printed):
----------------------------------- )                  -------------------------
Name of witness (block letters)     )   Date of Power:
                                    )                  -------------------------
                                    )   Date of Signing:
                                    )                    -----------------------

COUNTERSIGNED BY THE FACILITY
AGENT for itself and each
other party to the Loan
Agreement (except the Retiring
Financier and the New Financier):


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                               12 September 2005

<PAGE>

SIGNED for and on behalf of         )
[NAME OF FACILITY AGENT] by         )
its duly appointed attorney in      )
the presence of:                    )
                                    )
                                    )
----------------------------------- )   ----------------------------------------
Signature of witness                )   Attorney
                                    )   Name (printed):
----------------------------------- )                  -------------------------
Name of witness (block letters)     )   Date of Power:
                                    )                  -------------------------
                                    )   Date of Signing:
                                    )                    -----------------------


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               109
                               12 September 2005

<PAGE>

Syndicated Facilities Agreement

Schedule 6 - Loan Life Cover Ratio

A calculation using the following formula:

            DCF
     LLCR = ---
             DP

where

LLCR = Loan Life Cover Ratio

DCF = the aggregate of the present value of:

(i)  the item described in paragraph (a) of the definition of Project Cashflow
     less the item described in paragraph (c) of the definition of Project
     Cashflow, for the period from the relevant Calculation Date until 30 June
     2013, as determined by reference to the Borrower's latest Base Case (as
     varied by the latest LMP settled in accordance with clause 10.2(b) ("Base
     Case")) discounted back to 1 January or 1 July of the Year, as the case may
     be, using I as the discount rate; and

(ii) the credit balance in the Off-shore Accounts as at the relevant Calculation
     Date; and

(iii) the value of Authorised Investments made out of the Off-shore Accounts as
     at the relevant Calculation Date; and

(iv) the quantity of Gold in the Unallocated Bullion Account multiplied by the
     London Gold Price as at the relevant Calculation Date.

     DP   = Finance Debt outstanding calculated in US Dollars as at the
            relevant Calculation Date, where the Gold Outstandings is to be
            valued at the Current Dollar Value as at that Calculation Date.

     I    = the interest rate as determined by reference to the Borrower's
            latest Base Case (as varied by the latest LMP settled in accordance
            with clause 10.2(b) ("Base Case")), expressed as a percentage
            (inclusive of the PRI premium and Margin applicable to that
            Calculation Date).

     Year = the calendar year in which the relevant calculation is being made.


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                               12 September 2005

<PAGE>

Syndicated Facilities Agreement

Signing page

DATED: 13 September 2005

BORROWER

SIGNED by                           )

------------------------------------)
as attorney for LIHIR GOLD          )
LIMITED under power of              )
attorney dated 8 September          )
2005 in the presence of:            )
                                    )
                                    )
/s/ Arlene Colquhoun                )   /s/ Paul Fulton
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney
ARLENE COLQUHOUN                    )   has received no notice of
Name of witness (block letters)     )   revocation of the power of attorney


FACILITY AGENT AND SECURITY TRUSTEE

SIGNED by                           )
ERWIN ELSTERMANN                    )
as attorney for ABN AMRO            )
AUSTRALIA LIMITED under power       )
of attorney dated 12 September      )
2005 in the presence of:            )
                                    )
                                    )
/s/ Charles Dowsett                 )   /s/ Erwin Elstermann
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney
CHARLES DOWSETT                     )   has received no notice of
Name of witness (block letters)     )   revocation of the power of attorney


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                               12 September 2005

<PAGE>

ARRANGER AND INITIAL FINANCIER

SIGNED by                           )
ERWIN ELSTERMANN                    )
as attorney for ABN AMRO BANK       )
N.V. under power of attorney        )
dated 12 September 2005 in the      )
presence of:                        )
                                    )
                                    )
/s/ Charles Dowsett                 )   /s/ Erwin Elstermann
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney
CHARLES DOWSETT                     )   has received no notice of
Name of witness (block letters)     )   revocation of the power of attorney


INITIAL FINANCIERS

SIGNED by                           )
ROHAN MENON                         )
as attorney for AUSTRALIA AND       )
NEW ZEALAND BANKING GROUP           )
LIMITED under power of              )
attorney dated 18 November 2002     )
in the presence of:                 )
                                    )
                                    )
/s/ Daniel Ota                      )   /s/ Rohan Menon
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney
DANIEL OTA                          )   has received no notice of
Name of witness (block letters)     )   revocation of the power of attorney


SIGNED by                           )
YUEN-YEE CHO                        )
as attorney for BAYERISCHE          )
HYPO- UND VEREINSBANK AG,           )
SINGAPORE BRANCH under power        )
of attorney dated 9 September 2005  )
in the presence of:                 )
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Yuen-Yee Cho
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney has
GAVIN R. SKENE                      )   received no notice of revocation of the
Name of witness (block letters)     )   power of attorney


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                               12 September 2005

<PAGE>

SIGNED by                           )
BRUCE SPENCER                       )
and                                 )
PREMA BALAKRISHNAN                  )
as attorneys for BNP PARIBAS,       )
SINGAPORE BRANCH under power of     )
attorney dated 12 September 2005    )
in the presence of:                 )   /s/ Bruce Spencer
                                    )   ----------------------------------------
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Prema Balakrishnan
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement each
                                    )   attorney states that they have received
GAVIN R. SKENE                      )   no notice of revocation of the power of
Name of witness (block letters)     )   attorney


SIGNED by                           )
YUEN-YEE CHO                        )
as attorney for BANK OF WESTERN     )
AUSTRALIA LTD under power of        )
attorney dated 12 September 2005    )
in the presence of:                 )
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Yuen-Yee Cho
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney has
GAVIN R. SKENE                      )   received no notice of revocation of the
Name of witness (block letters)     )   power of attorney


SIGNED by                           )
SCOTT SPEEDIE                       )
as attorney for COMMONWEALTH BANK   )
OF AUSTRALIA under power of         )
attorney dated 3 December 2003      )
in the presence of:                 )
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Scott Speedie
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the
                                    )   attorney states that the attorney has
GAVIN R. SKENE                      )   received no notice of revocation of the
Name of witness (block letters)     )   power of attorney


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                               12 September 2005

<PAGE>

SIGNED by                           )
KATIE CHOI                          )
and                                 )   /s/ Katie Choi
ROBERT MCROBBIE                     )   ----------------------------------------
as attorneys for MACQUARIE BANK     )   Katie Choi
LIMITED under power of attorney     )   Associate Director
dated 9 MAY 2005                    )
in the presence of:                 )
                                    )   /s/ Robert McRobbie
                                    )   ----------------------------------------
/s/ Richard Crookes                 )   Robert McRobbie
----------------------------------- )   Senior Lawyer
Signature of witness                )
                                    )   By executing this agreement each
RICHARD CROOKES                     )   attorney states that they have received
ASSOCIATE DIRECTOR                  )   no notice of revocation of the power of
Name of witness (block letters)     )   attorney


SIGNED by                           )
STEPHEN MOTTERAM                    )
as attorney for NATIONAL AUSTRALIA  )
BANK LIMITED under power of         )
attorney dated 28 February 1991 AS  )
AMENDED On 18 JUNE 1998             )
in the presence of:                 )
                                    )
                                    )
/s/ Illegible                       )   /s/ Stephen Motteram
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the attorney
                                    )   states that the attorney has received no
(Illegible)                         )   notice of revocation of the power of
Name of witness (block letters)     )   attorney


SIGNED by                           )
YUEN-YEE CHO                        )
as attorney for NATEXIS BANQUES     )
POPULAIRES, HONG KONG BRANCH under  )
power of attorney dated             )
12 September 2005 in the presence   )
of:                                 )
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Yuen-Yee Cho
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement the attorney
                                    )   states that the attorney has received no
GAVIN R. SKENE                      )   notice of revocation of the power of
Name of witness (block letters)     )   attorney


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               114
                               12 September 2005

<PAGE>

SIGNED by                           )
YUEN-YEE CHO                        )
as attorneys for SOCIETE GENERALE   )
under power of attorney dated       )
8 September 2005 in the presence    )
of:                                 )
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Yuen-Yee Cho
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement each
                                    )   attorney states that they have received
GAVIN R. SKENE                      )   no notice of revocation of their
Name of witness (block letters)     )   respective powers of attorney


SIGNED BY                           )
DAVID ROBERTS                       )
as attorneys for SOCIETE GENERALE,  )
AUSTRALIA BRANCH under power of     )
attorney dated 12 September 2005 in )
the presence of:                    )
                                    )   /s/ David Roberts
                                    )   ----------------------------------------
/s/ Gavin R. Skene                  )   DAVID ROBERTS
----------------------------------- )
Signature of witness                )   By executing this agreement each
                                    )   attorney states that they have received
GAVIN R. SKENE                      )   no notice of revocation of their
Name of witness (block letters)     )   respective powers of attorney


SIGNED by                           )
YUEN-YEE CHO                        )
as attorneys for WESTLB AG, SYDNEY  )
BRANCH under power of attorney      )
dated 9 September 2005              )
in the presence of:                 )
                                    )
                                    )
/s/ Gavin R. Skene                  )   /s/ Yuen-Yee Cho
----------------------------------- )   ----------------------------------------
Signature of witness                )   By executing this agreement each
                                    )   attorney states that they have received
GAVIN R. SKENE                      )   no notice of revocation of their
Name of witness (block letters)     )   respective powers of attorney


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               115
                               12 September 2005

<PAGE>

SIGNED by                           )
NICHOLAS MARTIN                     )
as attorney for WESTPAC BANKING     )
CORPORATION under power of attorney )
dated 17 January 2001               )
in the presence of:                 )
                                    )   /s/ Nicholas Martin
                                    )   ----------------------------------------
/s/ Gavin R. Skene                  )
----------------------------------- )   NICHOLAS MARTIN TIER 3 ATTORNEY
Signature of witness                )   By executing this agreement the attorney
                                    )   states that the attorney has received no
GAVIN R. SKENE                      )   notice of revocation of the power of
Name of witness (block letters)     )   attorney


(C) Mallesons Stephen Jaques   Syndicated Facilities Agreement               116
                               12 September 2005