<PAGE>
                                                                    Exhibit 2(d)



                               DATED ________ 2000

                                   LIHIR GOLD
                               SECURITY TRUST DEED

                               LIHIR GOLD LIMITED
                                  ("BORROWER")

                           ABN AMRO AUSTRALIA LIMITED
                               ("FACILITY AGENT")

                           ABN AMRO AUSTRALIA LIMITED
                              ("SECURITY TRUSTEE")

                             NIUGINI MINING LIMITED
                                     ("NML")

                         NIUGINI MINING (AUSTRALIA) PTY
                                     LIMITED
                                    ("NMAL")

                                       AND

                          INITIAL HEDGE COUNTERPARTIES

                            MALLESONS STEPHEN JAQUES
                                   Solicitors
                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 2999
                                  DX 113 Sydney
                                 Ref: PJD:YC:PDD

<PAGE>

CONTENTS LIHIR GOLD - SECURITY TRUST DEED

<TABLE>
<S>                                                                           <C>
1  DEFINITIONS AND INTERPRETATION                                              1
   Definitions                                                                 1
   Interpretation                                                             13
   Headings                                                                   13
   Facility Agent                                                             13
   Limitation of liability                                                    13
   Calculation of close-out amounts under Hedge
   Contracts                                                                  14

2  DECLARATION OF TRUST                                                       14
   Declaration of trust                                                       14
   Termination of trust                                                       15
   Name of trust                                                              15
   Payment of Secured Money                                                   15
   Manner of payment                                                          15
   Currency of payment                                                        15
   Taxes                                                                      16
   GST gross up                                                               16

3  DUTIES, POWERS AND RIGHTS OF SECURITY TRUSTEE                              16
   Authority of Security Trustee                                              16
   Extent of authority and obligations                                        17
   Binding nature of relationship                                             17
   Excluded roles and duties                                                  17
   Power of the Security Trustee                                              17
   Instructions, extent of discretions                                        17
   Majority Senior Beneficiaries                                              19
   Unanimous consent of Senior Beneficiaries                                  19
   Borrower not to investigate authority                                      19
   Limits on duties of Security Trustee                                       19
   Notice of Event of Default                                                 20
   No representation by Security Trustee                                      20
   No individual enforcement by Beneficiaries                                 20
   Reliance on documents and experts                                          20
   Security Trustee's obligations                                             20
   No further obligations                                                     21
   Assuming compliance                                                        21
   Limit on disclosure obligations                                            21
   Exoneration                                                                21
   Security Trustee in capacity of a Financier or other Beneficiary           22
   Dealing in different capacities                                            22
   Delegation by Security Trustee                                             22
   Force Majeure                                                              23
   No responsibility for force majeure                                        23
   Funds before acting                                                        23
   If a Beneficiary does not fund                                             23
   Indemnity to Security Trustee                                              24
   Removal of Security Trustee                                                24
   Retirement                                                                 25
   Security Trustee fee                                                       26
</TABLE>

<PAGE>

                                                                              ii


<TABLE>
<S>                                                                           <C>
4  SUBORDINATION                                                              26
   Subordination                                                              26
   Rights and obligations following an Event                                  26
   Junior Creditor Undertakings                                               27
   Permitted payments                                                         27
   Borrower                                                                   28
   Revocation of approvals                                                    28
   Preservation of Senior Beneficiary's rights                                29
   Corporations Act                                                           30
   Limitation on rights of Junior Beneficiaries                               30
   Acknowledgment by Junior Beneficiaries and Junior Creditors                30

5  CHANGE IN BENEFICIARIES                                                    31
   Change in Beneficiaries                                                    31
   New Beneficiaries and Finance Documents                                    32
   Only certain obligations allowed                                           32
   Finance Document                                                           33
   Security Trustee may execute for other parties                             33
   When effective                                                             33
   Stamp duty                                                                 34
   Complete refinancing                                                       34

6  CEASING TO BE A BENEFICIARY                                                34
   Borrower request                                                           34
   Beneficiary request                                                        34
   Beneficiary to assist                                                      34
   When effective                                                             34
   Accession Deed                                                             34

7  POLITICAL RISK INSURANCE                                                   35
   Subrogation under Political Risk Insurance for Financiers                  35
   Political Risk Insurer becoming a Beneficiary                              35
   Advising Insured Payments                                                  36

8  REGISTER                                                                   36

9  ENFORCEMENT                                                                37
   Events of Default                                                          37
   Security Trustee to advise Voting Day                                      37
   Beneficiaries to advise Exposures                                          37
   Security Trustee to issue Acceleration Notices                             37
   Beneficiaries to comply with Acceleration Notices                          37
   Hedge Counterparties                                                       37
   Junior Beneficiary attending meetings                                      38
   Notification to Junior Beneficiary                                         38

10 TREATMENT OF RECOVERED MONEYS                                              38
   Moneys not forming part of Recovered Moneys                                38
   Receipt not through Security Trustee                                       39
   Accounting to Security Trustee                                             39
   Refund to Beneficiary                                                      39
</TABLE>

<PAGE>

                                                                             iii


<TABLE>
<S>                                                                           <C>
   Netting as between Hedge Transactions not to constitute Recovered Money    40
   Sharing in relation to Non-Hedge Transactions                              40
   Proceeds of Political Risk Insurance Policies not to constitute
   Recovered Money                                                            40

11 DISTRIBUTION OF RECOVERED MONEY                                            40

12 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT                        41
   Representations and warranties                                             41
   Undertakings relating to Secured Property                                  42
   Further assurances                                                         44
   Rights of entry                                                            44
   Reasonable notice of entry                                                 45
   Right to rectify                                                           45
   Security Trustee not mortgagee in possession                               45
   Payment of income to Security Trustee                                      45
   Event of Default                                                           45

13 COSTS AND INDEMNITIES                                                      45
   What the Borrower agrees to pay                                            45
   Indemnity                                                                  46
   Currency conversion on judgment debt                                       47
   Stamp duty                                                                 47

14 ACKNOWLEDGMENT                                                             47

15 NOTICES                                                                    48

16 GENERAL                                                                    49
   Set-off                                                                    49
   Certificates                                                               49
   Discretion in exercising rights                                            49
   Consents                                                                   49
   Partial exercising of rights                                               49
   Conflict of interest                                                       49
   Remedies cumulative                                                        50
   Rights and obligations are unaffected                                      50
   Indemnities                                                                50
   Variation and waiver                                                       50
   Further steps                                                              50
   Inconsistent law                                                           50
   Supervening legislation                                                    50
   Reinstatement of rights                                                    50
   Time of the essence                                                        51
   Counterparts                                                               51

17 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS                         51

SCHEDULE 1 DESIGNATION NOTICE                                                 52

SCHEDULE 2 ACCESSION DEED                                                     53

SCHEDULE 3 ACCESSION DEED FOR HEDGE PRI                                       55
</TABLE>

<PAGE>

                                                                              iv


<TABLE>
<S>                                                                           <C>
SCHEDULE 4 INITIAL HEDGE COUNTERPARTIES                                       57
</TABLE>

<PAGE>

                        LIHIR GOLD - SECURITY TRUST DEED

<TABLE>
<S>        <C>
DATE:      2000

PARTIES:   LIHIR GOLD LIMITED (ARBN 069 803 998) (Company No. 1 - 23423)
           incorporated in Papua New Guinea of Level 7, Pacific Place, Cnr
           Champion Parade and Musgrave Street, Port Moresby, Papua New Guinea
           ("BORROWER")

           ABN AMRO AUSTRALIA LIMITED (ABN 78 000 862 797) having an office at
           Level 26, ABN AMRO Tower, 88 Phillip Street, Sydney, New South Wales,
           Australia 2000, in its capacity as agent for the Financiers
           ("FACILITY AGENT")

           ABN AMRO AUSTRALIA LIMITED (ABN 78 000 862 797) having an office at
           Level 26, ABN AMRO Tower, 88 Phillip Street, Sydney, New South Wales,
           Australia 2000, in its capacity as Security Trustee under this deed
           ("SECURITY TRUSTEE")

           NIUGINI MINING LIMITED having an office at c/- Lihir Gold Limited,
           Level 16, Comalco Place, Brisbane, Queensland 4001 ("NML")

           NIUGINI MINING (AUSTRALIA) PTY LIMITED having an office at c/- Lihir
           Gold Limited, Level 16, Comalco Place, Brisbane, Queensland 4001
           ("NMAL")

           EACH PERSON NAMED IN SCHEDULE 4 (each, an "INITIAL HEDGE
           COUNTERPARTY")
</TABLE>

1    DEFINITIONS AND INTERPRETATION

DEFINITIONS

     1.1  The following words have these meanings in this deed unless the
          contrary intention appears.

          ACCELERATION NOTICE means, in respect of the Borrower, a notice given
          to a Beneficiary by the Security Trustee (in a form determined by the
          Security Trustee) which directs the Beneficiary to take all reasonable
          steps open to it (including, without limitation, serving any notice or
          making any declaration or demand) so that:

          (a)  the obligations of the Borrower under or in connection with each
               Finance Document to which that Beneficiary is a party are
               accelerated in respect of the Borrower (including, without
               limitation, closing out any unexpired Hedge Transaction) and
               become due for payment as soon as possible thereafter; and

          (b)  the obligations of the Beneficiary under that Finance Document
               are, to the maximum extent possible, terminated immediately.

<PAGE>

                                                                               2


          ACCESSION DEED means a deed in or substantially in the form of
          schedule 2 or, in the case of the Political Risk Insurer providing
          Hedge PRI, schedule 3, or such other form as agreed by the Security
          Trustee.

          ACTION means action which may result in an amendment, waiver,
          determination, consent, approval, release or discharge.

          AGGREGATE SENIOR EXPOSURE means at any time, the sum of all Exposures
          of all Senior Beneficiaries under all Senior Finance Documents at that
          time.

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

          AUTHORISED OFFICER means:

          (a)  in the case of a Beneficiary, a director, secretary or an officer
               whose title contains the word "manager", "director", "lawyer",
               "counsel" or a person performing the functions of any of them;
               and

          (b)  in the case of the Borrower, a person appointed and notified to
               the Security Trustee (in a notice signed by a director of the
               Borrower) to act as an Authorised Officer under the Security
               Trustee Documents to which it is a party and whose specimen
               signature has been given to the Security Trustee.

          BENEFICIARY means each Senior Beneficiary and each Junior Beneficiary.
          Where the term "to the Beneficiaries" is used in relation to the
          obligations of any one of those persons, it is a reference to the
          obligations of that person to each other person which is a
          Beneficiary.

          BILL has the meaning it has in the Bills of Exchange Act 1909 (Cwlth)
          and a reference to the drawing, acceptance or endorsement of, or other
          dealing with, a Bill is to be interpreted in accordance with that Act
          (or its equivalent under the laws of any other applicable
          jurisdiction).

          BUSINESS DAY means a day (not being a Saturday, Sunday or public
          holiday) on which banks are open for general banking business in
          Sydney, Australia, New York City and London.

          CONTROLLER means, in relation to a body corporate, any receiver,
          receiver and manager or any other person (whether or not as agent for
          that body corporate), which is in possession or has control of that
          body corporate's property for the purpose of enforcing a charge.

          CORPORATIONS ACT means the Corporations Act 2001 (Cth).

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

          EFFECTIVE TIME has the meaning given in the Refinancing Coordination
          Deed.

<PAGE>

                                                                               3


          ENFORCEMENT ACTION means an application is made for, or a notice is
          given or other step is taken with a view to:

          (a)  insolvency, liquidation, administration, dissolution or similar
               proceedings with respect to the Borrower;

          (b)  an administration, arrangement, composition or assignment for the
               benefit of creditors, or any class of creditors, of the Borrower;
               or

          (c)  the appointment of any person as a Controller in relation to
               property of the Borrower,

          whether by petition, application, convening of a meeting, voting in
          favour of a resolution or otherwise.

          ENFORCEMENT DATE means the day on which an Acceleration Notice is
          issued under clause 9.6.

          EVENT means the happening of any of these events:

          (a)  an order is made that the Borrower be wound up; or

          (b)  a liquidator is appointed in respect of the Borrower; or

          (c)  a provisional liquidator is appointed in respect of the Borrower
               and the provisional liquidator is ordered or required to admit
               all debts to proof or pay all debts capable of being admitted to
               proof proportionately; or

          (d)  the Borrower enters into, or resolves to enter into, a scheme of
               arrangement, deed of company arrangement or composition with, or
               assignment for the benefit of, all or any class of its creditors;
               or

          (e)  the Borrower resolves to wind itself up or otherwise dissolve
               itself.

          EVENT OF DEFAULT means each event, circumstance or other act, matter
          or thing which enables a Beneficiary to accelerate any indebtedness,
          terminate any commitments or terminate early any financial
          accommodation or transaction under a Finance Document.

          EXPOSURE means, at any time in respect of a Beneficiary:

          (a)  in relation to Hedge Transactions, that Beneficiary's Hedge
               Exposure; and

          (b)  otherwise, the aggregate of all amounts which then are due for
               payment, owing but not currently due for payment, contingently
               owing or remain unpaid under a Finance Document by the Borrower
               or, in the case of any revolving credit facility under any
               Finance Document, the amount of any commitment which remains
               available for drawing thereunder by the Borrower and has not been
               cancelled.

<PAGE>

                                                                               4


          FINALLY PAID means in respect of a monetary liability, payment or
          discharge of it in full.

          FINANCE DOCUMENT means:

          (a)  any Senior Finance Document;

          (b)  any Junior Finance Document.

          FINANCIERS has the meaning given in the Syndicated Facility Agreement.

          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.

          GST has the meaning given in the A New Tax System (Goods and Services
          Tax) 1999 (C'wlth).

          HEDGE CONTRACT means any agreement setting out the terms and
          conditions of a Hedge Transaction. It includes any master agreement
          and any confirmations given under it.

          HEDGE COUNTERPARTY means:

          (a)  each Initial Hedge Counterparty; and

          (b)  each other party to a Hedge Transaction other than the Borrower.

          HEDGE EXPOSURE on a day means, in respect of a Hedge Counterparty, an
          amount which would be payable by the Borrower to a Hedge Counterparty
          in respect of all Hedge Transactions between the Borrower and that
          Hedge Counterparty assuming (without any double-counting):

          (a)  all amounts actually due and payable but which remain unpaid to
               the Hedge Counterparty under those Hedge Transactions were
               payable (including any close-out amount calculated pursuant to
               clause 1.6(b));

          (b)  all of those Hedge Transactions with that Hedge Counterparty
               which have not been closed out and terminated were closed out and
               terminated on that day, with the notional close-out amount
               calculated pursuant to clause 1.6(a); and

          (c)  all margin (if any) held for the Hedge Transactions were applied
               against the Hedge Transactions; and

          (d)  all amounts (actually or notionally) payable under all Hedge
               Transactions (ignoring all hedging transactions which are not
               Hedge Transactions) referred to in paragraphs (a) and (b) were
               netted between themselves.

<PAGE>

                                                                               5


          Hedge Exposure, in relation to a Political Risk Insurer who has become
          a Beneficiary pursuant to a Hedge PRI, means the sum of all Insurance
          Payments made under that Hedge PRI (including but without
          double-counting amounts which have been assigned by an Insured Hedge
          Counterparty to that Political Risk Insurer in connection with a claim
          under the relevant Hedge PRI in respect of any amount referred to
          above).

          HEDGE PRI means a Political Risk Insurance Policy between a Political
          Risk Insurer and an Insured Hedge Counterparty in respect of any or
          all of its Hedge Contracts.

          HEDGE TRANSACTION means:

          (a)  each gold hedging transaction entered into or proposed to be
               entered into between the Borrower and any counterparty; and

          (b)  such other form of hedging transaction entered into or proposed
               to be entered into between the Borrower and any counterparty with
               the prior written approval of the Security Trustee (acting on the
               instructions of the Majority Senior Beneficiaries).

          IMMEDIATELY AVAILABLE FUNDS means a bank cheque, telegraphic transfer,
          electronic funds transfer or any other immediately available funds
          received in the ordinary course of banking practice.

          INDEBTEDNESS means any debt or other monetary liability (whether
          actual or contingent) in respect of moneys borrowed or raised or any
          financial accommodation (including in respect of any moneys raised
          from the sale or securitisation of any receipts or receivables)
          whatever, or a derivative transaction, including a debt or liability
          under or in respect of any:

          (a)  Bill, bond, debenture, note or similar instrument;

          (b)  acceptance, endorsement or discounting arrangement;

          (c)  guarantee granted by a financial institution guaranteeing the
               payment of a debt (the "guaranteed debt"), in which case the
               guaranteed debt will not be included;

          (d)  finance lease or sale and leaseback;

          (e)  deferred purchase price (for more than 180 days) of any asset or
               service;

          (f)  obligation to deliver goods or provide services paid for in
               advance by any financier or in relation to any other financing
               transaction;

          (g)  amount of capital and premium payable or in connection with the
               reduction of any preference shares or any amount of

<PAGE>

                                                                               6


               purchase price payable for or in connection with the acquisition
               of redeemable preference shares;

          (h)  any derivative transaction; or

          (i)  guarantee, indemnity or guarantee and indemnity,

          and irrespective of whether the debt or liability is owed or incurred
          alone or severally or jointly or both with any other person. For the
          purpose of calculating the principal amount of any Indebtedness under:

          (A)  any securitisation of receipts or receivables, the principal
               amount shall be taken to be the discounted amount of proceeds
               paid in exchange for the receipts or receivables; and

          (B)  any finance lease or sale and leaseback, the aggregate portion of
               all rental in the nature of principal.

          INSURANCE PAYMENT means payment of a claim made or to be made by a
          Political Risk Insurer under a Political Risk Insurance Policy (and,
          in relation to a payment of an accepted claim under a Political Risk
          Insurance Policy in connection with the Syndicated Facility Agreement
          which is payable in installments, the total amount of the claim).

          INSURED HEDGE COUNTERPARTY means any Hedge Counterparty who, from time
          to time, has a current Political Risk Insurance Policy in respect of
          any or all of its Hedge Contracts.

          INTEREST includes, in relation to any principal or other amount of
          Indebtedness, interest, fees, commissions and charges and any other
          amounts in the nature of interest or the payment of which has a
          similar effect or purpose to the payment of interest.

          ISDA MASTER AGREEMENT means the 1992 multicurrency cross border
          version of the master agreement published by the International Swap
          Dealers Association Inc. as updated from time to time.

          JUNIOR BENEFICIARY means:

          (a)  [intentionally blank]

          (b)  each other person to whom the Borrower owes or will owe money
               under or in respect of a Junior Finance Document.

          JUNIOR CREDITOR means:

          (a)  [intentionally blank]

          (b)  NML;

          (c)  NMAL; and

          (d)  each other person to whom the Borrower owes or will owe money
               under or in respect of a Junior Finance Document.

<PAGE>

                                                                               7


          JUNIOR DEBT means:

          (a)  any amount actually or contingently owing under or in connection
               with the Junior Finance Documents; and

          (b)  in the case of NML and NMAL only, any money which the Borrower is
               or at any time may become actually or contingently liable to pay
               to or for the account of NML or NMAL pursuant to any financial
               accommodation arrangement (whether written or verbal or any
               combination thereof).

          JUNIOR FINANCE DOCUMENT means:

          (a)  [intentionally blank];

          (b)  any arrangement (whether written or oral or any combination
               thereof) in relation to which the Borrower is or at any time may
               become actually or contingently liable to pay money to, or for
               the account of, NML and/or NMAL in respect of financial
               accommodation provided or to be provided by NML and/or NMAL;

          (c)  this deed; and

          (d)  any deed, agreement or other instrument designated as a Junior
               Finance Document in an Accession Deed.

          LEASE means:

          (a)  the Special Mining Lease No 6 dated 17 March 1995 granted by the
               PNG government to Kennecott Explorations (Australia) Ltd, NML and
               Mineral Resources Lihir Pty Limited and transferred to the
               Borrower on 15 October 1995 over land situated near Potzlaka
               Government Station, Lihir Island in the New Ireland Province,
               PNG;

          (b)  Lease for Mining Purposes No 34 dated 21 July 1995 granted by the
               PNG government to Southern Gold (Bahamas) Limited, Mineral
               Resources Lihir Pty Limited and NML and transferred to the
               Borrower on 15 February 1996 over land situated on Lihir Island,
               in the New Ireland Province, PNG;

          (c)  Lease for Mining Purposes No 35 dated 21 July 1995 granted by the
               PNG government to Southern Gold (Bahamas) Limited, Mineral
               Resources Lihir Pty Limited and NML and transferred to the
               Borrower on 15 December 1995 over land situated on Lihir Island,
               in the New Ireland Province, PNG;

          (d)  Agricultural Lease Vol 4 Fol 109 dated 6 September 1993 granted
               by the PNG government to Bali Corporation Limited and transferred
               to the Borrower on 6 February 1996 over land known as Londolovit
               Plantation being the whole of Portion No. 717 in the
               Administrative District of New Ireland situated on the east coast
               of Lihir Island;

<PAGE>

                                                                               8


          (e)  Agricultural Lease Vol 6 Fol 67 dated 30 May 1935 granted by the
               PNG government to Petrus Laurentius Kyllert and transferred to
               the Borrower on 7 March 1996 over land known as Londolovit being
               the whole of Portion No. 422 in the Administrative District of
               New Ireland situated on the east coast of Lihir Island.

          LOSS includes any consequential loss, and any costs, liability, claim,
          suit, proceeding, cause of action, demand or action.

          MAJORITY FINANCIERS has the meaning given in the Syndicated Facility
          Agreement.

          MAJORITY SENIOR BENEFICIARIES means at any time:

          (a)  if the Termination Date has not occurred, the Majority
               Financiers;

          (b)  if the Termination Date has occurred but there is at the time,
               existing Refinancing Debt, then until that Refinancing Debt is
               Finally Paid, the "Majority Financiers" (howsoever described)
               under the agreement which documents the Refinancing Debt;

          (c)  otherwise, Senior Beneficiaries whose Exposures under the Senior
               Finance Documents exceeds 66% of the Aggregate Senior Exposure at
               that time.

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

          MINE means the Lihir gold mine and associated infrastructure.

          MINING DEVELOPMENT CONTRACT means the Mining Development Contract
          dated 17 March 1995 between The Independent State of Papua New Guinea
          and the Borrower.

          MORTGAGED AGREEMENT has the meaning given to that term in a Security
          Document.

          PERMITTED PAYMENTS means withdrawals from the Off-shore Account (as
          defined in the Syndicated Facility Agreement) which the Borrower is
          permitted to make pursuant to the Syndicated Facility Agreement and
          from any bank accounts which are not subject to the Security
          Documents.

          PNG means The Independent State of Papua New Guinea.

<PAGE>

                                                                               9


          POLITICAL RISK INSURANCE POLICY means:

          (a)  a political risk insurance policy issued by a Political Risk
               Insurer in favour of the Financiers in connection with the
               Syndicated Facility Agreement; or

          (b)  a political risk insurance policy issued by a Political Risk
               Insurer in favour of any Hedge Counterparty on account of its
               Hedge Contracts.

          POLITICAL RISK INSURER means any political risk insurer under a
          Political Risk Insurance Policy.

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

          RECOVERED MONEY means;

          (a)  the aggregate amount received in accordance with clause 11 which
               has not been distributed under this deed; and

          (b)  all amounts received or recovered by a Beneficiary on or after
               the Enforcement Date other than pursuant to clause 11.

          RECOVERED MONEY DISTRIBUTION DATE means a day on which Recovered Money
          is available for distribution in accordance with clause 11.

          REFINANCING COORDINATION DEED means the deed so entitled between the
          Borrower, UBS AG, UBS Australia Limited, the Facility Agent, the
          Security Trustee and others dated on or about the date of this deed.

          REFINANCING DEBT means any Indebtedness the purpose of which is to
          refinance and replace the whole or any portion of the Senior Debt due
          or which may be due under the Syndicated Facility Agreement provided
          Refinancing Debt may not exceed US$50,000,000.

          REIMBURSEMENT PROVISION means a provision in any Security which
          entitles the Security Trustee to be reimbursed by the Borrower for
          fees, costs, charges and expenses incurred by it in connection with a
          Security Trustee Document.

          RELATED ENTITY has the meaning it has in the Corporations Act.

          REPRESENTATIVE of a person means any director, officer, delegate or
          agent of that person.

          SECURED PROPERTY has the meaning given to that term in a Security
          Document.

          SECURITY DOCUMENTS means:

          (a)  this deed;

<PAGE>

                                                                              10


          (b)  the deed entitled "Lihir Gold Deed of Security (PNG)" dated on or
               about the date of this deed between the Borrower and the Security
               Trustee under which the Borrower grants security over its assets
               in PNG;

          (c)  the mortgages dated on or about the date of this deed granted by
               the Borrower in favour of the Security Trustee over, among other
               things, the agricultural leases of the land known as Londolovit
               Plantation in the Province of New Ireland, PNG;

          (d)  the Deed of Charge (Existing Australian assets) dated on or about
               the date of this deed between the Borrower and the Security
               Trustee;

          (e)  the Deed of Charge (Future Australian assets) dated on or about
               the date of this deed between the Borrower and the Security
               Trustee;

          (f)  the Offshore Charge dated on or about the date of this deed
               between the Borrower and the Security Trustee under which the
               Borrower grants security over its assets located outside PNG and
               Australia; and

          (g)  all further assurances in relation to any of paragraphs (a) to
               (f) above.

          SECURED MONEY has the meaning given to that term in a Security.

          SECURITY INTEREST means:

          (a)  any bill of sale (as defined in any statute), mortgage, charge,
               lien, pledge, hypothecation, title retention arrangement, trust
               or power, as or in effect as security for the payment of a
               monetary obligation or the observance of any other obligation;
               and

          (b)  any guarantee or indemnity.

          SECURITY TRUSTEE DOCUMENTS means:

          (a)  this deed;

          (b)  each Security Document;

          (c)  each Accession Deed;

          (d)  the Refinancing Coordination Deed;

          (e)  any deed, agreement or other instrument under which a person
               consents to the grant of any Security Interest in favour of the
               Security Trustee acting as trustee under this deed;

          (f)  any other document, deed or agreement (including, without
               limitation, any consent, tripartite agreement, subordination
               arrangement, intercreditor or priority arrangement) which the

<PAGE>

                                                                              11


               Borrower and the Security Trustee (acting on the instructions of
               the Majority Senior Beneficiaries) designate as a "Security
               Trustee Document"; and

          (g)  any instrument connected with any of (a)-(f) above to which the
               Security Trustee is a party.

          SENIOR BENEFICIARIES means:

          (a)  the Security Trustee;

          (b)  the Facility Agent;

          (c)  each Financier;

          (d)  each Hedge Counterparty;

          (e)  a Political Risk Insurer, following compliance with clause 7, to
               the extent of any Insurance Payment under a Hedge PRI; and

          (f)  any other person who proposes to provide or is providing
               financial accommodation or hedging under a Senior Finance
               Document.

          Subject to the appointment of a successor Security Trustee if required
          under clause 10, when all Secured Money due and owing to the persons
          listed in paragraphs (a) to (e) inclusive has been Finally Paid, the
          term "Senior Beneficiary" will include the Junior Beneficiary and
          exclude the Facility Agent, each Financier and each Hedge
          Counterparty.

          SENIOR DEBT means any amount actually or contingently owing under or
          in connection with the Senior Finance Documents, whether or not then
          due and payable.

          SENIOR FINANCE DOCUMENT means each of:

          (a)  each Security Trustee Document;

          (b)  the Syndicated Facility Agreement;

          (c)  each Hedge Contract;

          (d)  any deed, agreement or other instrument under which Refinancing
               Debt is or is to be provided to the Borrower; and

          (e)  any deed, agreement or other instrument designated as a Senior
               Finance Document in an Accession Deed.

          SHARE means:

          (a)  in respect of a Senior Beneficiary and a day, the same proportion
               (expressed as a percentage (rounded (if necessary) to the nearest
               two decimal places)) as the proportion which the Exposure of that
               Senior Beneficiary under the Senior Finance

<PAGE>

                                                                              12


               Documents on that day bears to the Aggregate Senior Exposure on
               that day; and

          (b)  in respect of a Junior Beneficiary and a day, the same proportion
               (expressed as a percentage (rounded (if necessary) to the nearest
               two decimal places)) as the proportion which the Exposure of that
               Junior Beneficiary under the Junior Finance Documents on that day
               bears to the sum of all Exposures on that day to all Junior
               Beneficiaries under all Junior Finance Documents on that day.

          SURETY means a person (other than the Borrower) which at any time is
          liable by guarantee or otherwise alone or jointly, or jointly and
          severally, to pay or indemnify against non-payment of the Senior Debt
          or Junior Debt.

          SYNDICATED FACILITY AGREEMENT means:

          (a)  prior to the Effective Time, the agreement entitled "Syndicated
               Facility Agreement" dated 22 November 2000 between the Borrower,
               ABN AMRO Australia Limited as Facility Agent, the Financiers
               named in the schedule thereto and others; and

          (b)  on and after the Effective Time, the agreement entitled
               "Syndicated Facilities Agreement" dated on or about the date of
               the initial amendment of this deed between the Borrower, ABN AMRO
               Australia Limited as Facility Agent, the Financiers named in
               schedule 1 thereto and others.

          TAXES means taxes, levies, imposts, charges and duties imposed by any
          authority (including stamp and transaction duties) together with any
          related interest, penalties, fines and expenses in connection with
          them, except if imposed on the overall net income of a Beneficiary.

          TERMINATION DATE means the date on which the Facility Agent has
          confirmed in writing to the Borrower that all moneys owing under the
          Syndicated Facility Agreement have been fully and finally discharged
          and that none of the Financiers have any actual or contingent
          obligations under the Syndicated Facility Agreement.

          TRANSACTION has the meaning given in the ISDA Master Agreement.

          TRUST FUND means the amount held by the Security Trustee under clause
          2.1 together with any other property which the Security Trustee
          acquires to hold on the trusts of this deed including, without
          limitation, any Security Interest which it executes after the date of
          this deed in its capacity as trustee of the trust established under
          this deed and any property which represents the proceeds of sale of
          any such property or proceeds of enforcement of any Security Interest.

<PAGE>

                                                                              13


INTERPRETATION

     1.2  In this deed, unless the contrary intention appears:

          (a)  a reference to this deed or another instrument includes any
               variation or replacement of any of them;

          (b)  a reference to a statute, ordinance, code or other law includes
               regulations and other instruments under it and consolidations,
               amendments, re-enactments or replacements of any of them;

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

          (d)  the word "person" includes a firm, an entity, an unincorporated
               association or an authority;

          (e)  a reference to a person includes a reference to the person's
               executors, administrators, successors, substitutes (including,
               without limitation, persons taking by novation) and assigns;

          (f)  a reference to "$", "US$" or "US Dollars" is a reference to the
               lawful currency of the United States of America;

          (g)  an agreement, representation or warranty on the part of or in
               favour of two or more persons binds or is for the benefit of them
               jointly and severally but an agreement or warranty of a
               Beneficiary or the Beneficiaries binds that Beneficiary or
               Beneficiaries severally only; and

          (h)  a reference to any thing (including without limitation, any
               amount) is a reference to the whole and each part of it and a
               reference to a group of persons is a reference to all of them
               collectively, to any two or more of them collectively and to each
               of them individually.

HEADINGS

     1.3  Headings are inserted for convenience and do not affect the
          interpretation of this deed.

FACILITY AGENT

     1.4  The Facility Agent enters into this deed in its capacity as Facility
          Agent for and on behalf of the Financiers as at the date of this deed
          or those persons who will become Financiers at about the Effective
          Time (as defined in the Refinancing Coordination Deed) so as to bind
          itself and such parties.

LIMITATION OF LIABILITY

     1.5  The Borrower and each Beneficiary acknowledge that the Security
          Trustee enters into the Security Trustee Documents (other than this
          deed) solely in its capacity as security trustee under this deed and
          that any rights which they may have against the Security Trustee under
          or in respect of those Security Trustee Documents are not against the
          Security Trustee personally but against the Security Trustee solely in
          its capacity as trustee of the trust constituted under this deed. The
          Security Trustee may not be called on or be liable to satisfy any such

<PAGE>

                                                                              14


          rights out of any of its personal assets, and recourse against the
          Security Trustee is limited to the assets held by it in its capacity
          as trustee of the trust constituted under this deed.

CALCULATION OF CLOSE-OUT AMOUNTS UNDER HEDGE CONTRACTS

     1.6  For the purpose of calculating the close-out amount in the definition
          of Hedge Exposure, the parties agree:

          (a)  prior to close out and termination of a Hedge Transaction, the
               calculation will be performed on the relevant date on a net basis
               as if the Hedge Transaction was closed out and terminated and the
               Settlement Amount was calculated under section 6(e)(i)(3) of the
               ISDA Master Agreement (unless the agreement nominates section
               6(e)(i)(4) of the ISDA Master Agreement to apply on termination
               resulting from an Event of Default, in which event that provision
               will apply) based on the assumptions that:

               (i)  that day is an Early Termination Date;

               (ii) the relevant Hedge Counterparty is the Non-Defaulting Party;

               (iii) all Hedge Transactions entered into with that Hedge
                    Counterparty are the Terminated Transactions; and

               (iv) the Borrower and the Hedge Counterparty have not entered
                    into any Transactions other than Hedge Transactions,

               where the expressions "Event of Default", "Settlement Amount",
               "Early Termination Date", "Non-Defaulting Party" and "Terminated
               Transactions" have the meaning given to those expressions in the
               ISDA Master Agreement; and

          (b)  on and after close out and termination of a Hedge Transaction,
               the calculation will be made under section 6(e)(i)(3) of the ISDA
               Master Agreement if the termination results from an Event of
               Default (unless the agreement nominates section 6(e)(i)(4) of the
               ISDA Master Agreement to apply on termination, in which event
               that provision will apply) or if the termination results from a
               Termination Event (as defined in the ISDA Master Agreement),
               under section 6(e)(ii) thereunder.

2    DECLARATION OF TRUST

DECLARATION OF TRUST

     2.1  The Security Trustee declares that it holds the sum of A$10 and will
          hold the Trust Fund on trust at any time for itself and the persons
          who are Beneficiaries at that time.

<PAGE>

                                                                              15


TERMINATION OF TRUST

     2.2  The trust established under this deed commences on the date of this
          deed and unless determined earlier is to end on the day prior to the
          eightieth anniversary of the date of this deed.

NAME OF TRUST

     2.3  The trust established under this deed is to be known as the Lihir Gold
          Security Trust.

PAYMENT OF SECURED MONEY

     2.4  The Borrower agrees to pay the Secured Money to the Security Trustee
          in the currency in which it is due at or before 11:00 am (Sydney time)
          on the due date for that payment by electronic funds transfer or other
          satisfactory method of payment to the Security Trustee's US Dollar
          bank account specified below or such other account as notified in
          writing by the Security Trustee to the Borrower.

               Bank: ABN AMRO Bank N.V.
               Swift Code ABNAUS33
               Favouree: ABN AMRO Australia Limited OBU
               Account
               Swift: ABNAAU2SOBU
               Account Number: 673-001-086342

     2.5  Despite any other provision in any Finance Document to the contrary,
          the Borrower must pay or repay the Secured Money as follows:

          (a)  on and after the Enforcement Date, to the Security Trustee or
               otherwise as directed by the Security Trustee; and

          (b)  otherwise, to the relevant Beneficiary in accordance with the
               terms of the relevant Finance Document.

     2.6  Payment by the Borrower of Secured Money to a Beneficiary pursuant to
          clause 2.5(a) or to the Security Trustee pursuant to clause 2.5(b)
          will, to the extent it is Finally Paid, operate in satisfaction of the
          obligation of that Borrower to pay the amount to the Beneficiary or to
          the Security Trustee respectively.

MANNER OF PAYMENT

     2.7  The Borrower agrees to make all payments to the Security Trustee under
          this deed in Immediately Available Funds to the account and in the
          manner notified by the Security Trustee to the Borrower.

     2.8  The Borrower agrees to make payments without set-off or counterclaim
          and free and clear of any withholding or deduction for Taxes unless
          prohibited by law.

CURRENCY OF PAYMENT

     2.9  If an amount is due in a currency and the Security Trustee receives
          payment in another currency, then the Security Trustee may convert the
          amount received into the due currency at the spot rate at which the
          Security Trustee is able to purchase the due currency with the amount
          received at the time of its receipt. The Borrower satisfies its
          obligation

<PAGE>

                                                                              16


          to pay in the due currency only to the extent of the amount of the due
          currency purchased after deducting the costs of conversion. The
          Borrower acknowledges that it may be necessary for the Security
          Trustee to convert amounts received through a currency other than the
          due currency to ascertain the equivalent in the due currency of the
          amount received.

TAXES

     2.10 If a law requires the Borrower to withhold or deduct Taxes from a
          payment so that the Security Trustee would not actually receive for
          its own benefit on the due date the full amount provided for under
          this deed, then:

          (a)  the amount payable is increased so that, after making that
               deduction and deductions applicable to additional amounts
               payable, under this clause, the Security Trustee is entitled to
               receive the amount, it would have received if no deductions had
               been required; and

          (b)  the Borrower must make the deductions; and

          (c)  the Borrower must pay the full amount deducted, to the relevant
               authority in accordance with applicable law and deliver the
               original receipts to the Security Trustee.

GST GROSS UP

     2.11 If any party:

          (a)  is liable to pay GST on a supply made in connection with the
               Security Trustee Documents; and

          (b)  certifies to the recipient of the supply that it has not priced
               the supply to include GST,

          then the recipient of the supply agrees to pay that party an
          additional amount equal to the consideration payable for the supply
          multiplied by the prevailing GST rate.

     2.12 This clause 2.12 applies if the actual amount of GST paid or payable
          by the supplier on a supply made in connection with the Security
          Trustee Documents is less than the amount paid by the recipient of the
          supply under clause 2.11. In that case, the supplier agrees to refund
          the difference to the recipient of the supply. The supplier agrees to
          make the refund as soon as practicable after the actual amount of GST
          on the supply is paid or can be clearly ascertained by the supplier.

3    DUTIES, POWERS AND RIGHTS OF SECURITY TRUSTEE

AUTHORITY OF SECURITY TRUSTEE

     3.1  The Security Trustee is appointed to enter into and act as trustee for
          the Beneficiaries under the Security Trustee Documents. The Security
          Trustee accepts this appointment.

<PAGE>

                                                                              17


EXTENT OF AUTHORITY AND OBLIGATIONS

     3.2  Each Beneficiary irrevocably authorises the Security Trustee to:

          (a)  enter into the Security Trustee Documents (other than this deed);
               and

          (b)  take action on the Beneficiary's behalf in accordance with this
               deed; and

          (c)  exercise their respective rights expressly set out in the
               Security Trustee Documents and rights, powers and discretions
               reasonably incidental to them and carry out their respective
               obligations expressly set out in the Security Trustee Documents.

          The Beneficiaries acknowledge that the Security Trustee's obligations
          are those expressly set out in the Security Trustee Documents.

BINDING NATURE OF RELATIONSHIP

     3.3  Each Beneficiary agrees:

          (a)  to be bound by anything properly done or properly not done by the
               Security Trustee in accordance with the Security Trustee
               Documents, whether or not on instructions, and whether or not the
               Beneficiary gave an instruction or approved of the thing done or
               not done; and

          (b)  to ratify anything properly done or properly not done by the
               Security Trustee in accordance with this deed.

EXCLUDED ROLES AND DUTIES

     3.4  The appointment as security trustee does not mean that the Security
          Trustee, as the case may be:

          (a)  is a trustee for the benefit of; or

          (b)  is a partner of; or

          (c)  has a fiduciary duty to, or other fiduciary relationship with,

          any Beneficiary, the Borrower or any other person, except as expressly
          set out in any Security Trustee Document.

POWER OF THE SECURITY TRUSTEE

     3.5  The Security Trustee has the rights, discretions and powers delegated
          to it under this deed, and all other powers reasonably incidental to
          them.

INSTRUCTIONS, EXTENT OF DISCRETIONS

     3.6  (a)  If the Security Trustee proposes to act on any of the matters
               described in clause 3.7 or 3.8, it agrees to:

               (i)  consult the Senior Beneficiaries on the proposal; and

<PAGE>

                                                                              18


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

                    (A)  all the Senior Beneficiaries - on matters listed in
                         clause 3.8;

                    (B)  the Majority Senior Beneficiaries - on matters listed
                         in clause 3.7.

          (b)  Subject to paragraph (a) above and except in respect of amounts
               due to the Security Trustee in its own right, the Security
               Trustee agrees, in relation to the Security Trustee Documents,
               to:

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

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

               Any such instructions of the Majority Senior Beneficiaries or all
               Senior Beneficiaries are binding on all Beneficiaries.

          (c)  The Security Trustee may refrain from exercising any right vested
               in it under the Security Trustee Documents until it has received
               instructions from the Majority Senior Beneficiaries as to whether
               it is to be exercised and, if applicable, the way in which it is
               to be exercised.

          (d)  If the Security Trustee does not require instructions pursuant to
               paragraph (a) above or does not receive instructions or requests
               under paragraph (b) above, the Security Trustee may (but is not
               obliged to) act as it considers to be in the best interests of
               all the Senior Beneficiaries. It need not consult any
               Beneficiaries before doing so. Any action taken by the Security
               Trustee under this paragraph binds all Beneficiaries. The
               Security Trustee agrees to give details to the Beneficiaries of
               any material action taken under this paragraph.

          (e)  If:

               (i)  the Security Trustee specifies in its notice seeking
                    instructions that the "guillotine procedure" applies to that
                    particular set of instructions; and

               (ii) a Beneficiary does not give instructions in relation to
                    action proposed by the Security Trustee within any time
                    period specified by the Security Trustee in the notice,

               the Beneficiary is taken to have instructed the Security Trustee
               to take the proposed action.

<PAGE>

                                                                              19


MAJORITY SENIOR BENEFICIARIES

     3.7  The Security Trustee may not:

          (a)  exercise in its capacity as Security Trustee a right, power or
               discretion delegated to or conferred on it under any clause of a
               Security Trustee Document which expressly refers to such exercise
               being subject to the consent or approval of the Majority Senior
               Beneficiaries; or

          (b)  appoint or take steps to appoint any person as a receiver or
               receiver and manager in respect of the Secured Property or take
               steps to assume possession (whether personally or through an
               agent) of the Secured Property as mortgagee in possession or
               otherwise; or

          (c)  waive breaches of or otherwise excuse performance of any
               obligation of the Borrower under any Security Trustee Document;
               or

          (d)  give an Acceleration Notice to any Beneficiary; or

          (e)  give any approvals or consents under clause 4; or

          (f)  subject to clause 3.8, agree to vary a Security Trustee Document,

          without in any such case the instructions of a Majority Senior
          Beneficiaries or, in the case of agreeing any amendment to this deed,
          without the consent of all Beneficiaries. The Security Trustee must
          exercise such a right, power or discretion and must so waive or excuse
          performance if so instructed by the Majority Senior Beneficiaries.

UNANIMOUS CONSENT OF SENIOR BENEFICIARIES

     3.8  The Security Trustee may not agree to release a Security (in whole or
          in part) unless required to do so by that Security or by law without
          the consent of all existing Senior Beneficiaries.

BORROWER NOT TO INVESTIGATE AUTHORITY

     3.9  The Borrower need not inquire whether any instructions have been given
          to the Security Trustee by the Majority Senior Beneficiaries or all
          Senior Beneficiaries or as to the terms of those instructions. As
          between the Borrower and the Beneficiaries, all action taken by the
          Security Trustee under a Security Trustee Document will be taken to be
          authorised.

LIMITS ON DUTIES OF SECURITY TRUSTEE

     3.10 The Security Trustee has no duty to:

          (a)  (NO OBLIGATION TO ACT UNLESS INDEMNIFIED) exercise any right it
               may have as a result of an Event of Default, unless it is put in
               funds and/or is indemnified to its reasonable satisfaction;

          (b)  (NO OBLIGATION TO PROVIDE INFORMATION) provide any Beneficiary
               (or any other person) with any credit or other

<PAGE>

                                                                              20


               information concerning the affairs, financial condition or
               business of the Borrower which may come into its possession as
               Security Trustee, except as stated in clause 3.16;

          (c)  (NO ACTION PENDING DIRECTION) exercise any right, if it has
               sought instructions under clause 3.6 as to whether it should
               exercise, or as to the manner of exercise, of the right, pending
               its receipt of those instructions (notwithstanding any other
               provision of a Security Trustee Document which imposes a duty on
               it to do so); or

          (d)  (DEFECTS IN TITLE) enquire whether there is, or seek perfection
               of, a defect in title of either the Borrower to any Secured
               Property or of the Security Trustee in relation to its interest
               in the Secured Property unless (in the context of any particular
               defect) it is directed to do so by a Majority Senior
               Beneficiaries.

NOTICE OF EVENT OF DEFAULT

     3.11 The Security Trustee is not to be regarded as having knowledge of the
          occurrence of an Event of Default or a Potential Event of Default
          unless it receives notice from another Beneficiary or the Borrower
          stating that such an event has occurred and is given reasonable
          particulars.

NO REPRESENTATION BY SECURITY TRUSTEE

     3.12 The Facility Agent and each other Beneficiary acknowledge that the
          Security Trustee has made no representation or given any warranty upon
          which it has relied, except to the extent expressly set out in this
          deed.

NO INDIVIDUAL ENFORCEMENT BY BENEFICIARIES

     3.13 No Senior Beneficiary may take any Enforcement Action or exercise any
          right, power or discretion under the Security Trustee Documents unless
          the Security Trustee has been instructed to exercise that right, power
          or discretion by the Majority Senior Beneficiaries or all Senior
          Beneficiaries, as the case may be, and fails to do so within a
          reasonable time. In any event, no Senior Beneficiary may take any
          Enforcement Action without the concurrence of the Majority Senior
          Beneficiaries.

RELIANCE ON DOCUMENTS AND EXPERTS

     3.14 The Security Trustee may rely on:

          (a)  any document (including any facsimile transmission, telegram or
               telex) believed by it to be genuine and correct; and

          (b)  advice and statements of lawyers, independent accounts and other
               experts selected by the Security Trustee.

SECURITY TRUSTEE'S OBLIGATIONS

     3.15 The Security Trustee agrees:

<PAGE>

                                                                              21


          (a)  (DEFAULT AND REVIEW) to notify the Beneficiaries of an Event of
               Default or Potential Event of Default promptly after the Security
               Trustee becomes aware of it; and

          (b)  (MATERIAL NOTICES RECEIVED) to give the Beneficiaries promptly
               after receiving it a copy of each notice or other communication
               or document which the Security Trustee receives in connection
               with a Finance Document and which the Security Trustee considers
               material; and

          (c)  (ACTION TAKEN) to give the Beneficiaries promptly a report on
               anything done following directions from the Beneficiaries.

NO FURTHER OBLIGATIONS

     3.16 The Beneficiaries agree that the Security Trustee has no other
          obligations, other than those in clause 3.15 either initially or on a
          continuing basis:

          (a)  to keep itself informed, or to inform a Beneficiary, about the
               performance by the Borrower of its obligations under the Security
               Trustee Documents; or

          (b)  to provide a Beneficiary with any information or documents with
               respect to the Borrower (whether coming into its possession
               before or after accommodation is provided under the Security
               Trustee Documents).

ASSUMING COMPLIANCE

     3.17 Until it becomes aware in accordance with clause 3.11, the Security
          Trustee may assume that no Event of Default or Potential Event of
          Default has occurred and that the Borrower is observing all its
          obligations in connection with the Security Trustee Documents and need
          not inquire whether that is, in fact, the case.

LIMIT ON DISCLOSURE OBLIGATIONS

     3.18 Despite anything else in this deed, this deed does not oblige the
          Security Trustee, to disclose information or provide documents
          relating to the Borrower or any other person if the Security Trustee,
          reasonably believes that to do so would constitute a breach of law or
          duty of confidentiality.

EXONERATION

     3.19 Neither the Security Trustee nor any of its directors, officers,
          employees, agents, attorneys or Related Entities is responsible or
          liable to any Beneficiary:

          (a)  because the Borrower does not perform its obligations under the
               Finance Documents; or

          (b)  for the financial condition of the Borrower; or

          (c)  because any statement, representation or warranty in a Finance
               Document is incorrect or misleading; or

<PAGE>

                                                                              22


          (d)  for the effectiveness, genuineness, validity, enforceability,
               admissibility in evidence or sufficiency of the Finance Documents
               or any document signed or delivered in connection with the
               Finance Documents; or

          (e)  for acting or not acting in accordance with the instructions of
               the Majority Beneficiaries or all the Senior Beneficiaries, or in
               accordance with their directions, as the case may be.

          Without limiting this clause 3.19, the Security Trustee is not
          responsible or liable to any Beneficiary for anything done or not done
          in connection with the Finance Documents by the Security Trustee or
          its directors, officers, employees, agents, attorneys or Related
          Entities except to the extent that the act or omission amounts to
          fraud, gross negligence or wilful misconduct by the Security Trustee,
          as the case may be, or a gross or wilful breach by them of their
          obligations in the capacity of agent of the Beneficiaries or in the
          capacity of security trustee, as the case may be.

SECURITY TRUSTEE IN CAPACITY OF A FINANCIER OR OTHER BENEFICIARY

     3.20 If the Security Trustee is also a Beneficiary (otherwise than in its
          capacity as Security Trustee), then in its capacity as a Beneficiary
          it:

          (a)  has the same rights and obligations under the Finance Documents
               as the other Beneficiaries; and

          (b)  may exercise those rights and agrees to comply with those
               obligations independently from its role as Security Trustee as if
               it were not the Security Trustee.

DEALING IN DIFFERENT CAPACITIES

     3.21 The Security Trustee may:

          (a)  engage in any kind of banking, trust or other business with the
               Borrower or the Beneficiaries or any of their Related Entities;
               and

          (b)  accept fees and other consideration from the Borrower or any of
               the Borrower's Related Entities for services in connection with
               the Finance Documents or any other arrangement,

          as if it were not the Security Trustee and without having to account
          to the Beneficiaries for any income it derives in doing so.

          The Beneficiaries release the Security Trustee from any obligation
          they might otherwise have to the Beneficiaries in relation to these
          matters.

DELEGATION BY SECURITY TRUSTEE

     3.22 The Security Trustee may employ agents and attorneys and may delegate
          any of their rights or obligations in the capacity as security trustee
          under the Security Trust Deed, without notifying any person of the
          delegation.

<PAGE>

                                                                              23


FORCE MAJEURE

     3.23 Despite any other provision of this agreement, the Security Trustee
          need not act (whether or not on instructions from one or more of the
          Beneficiaries) if it is impossible to act due to any cause beyond its
          control (including war, riot, natural disaster, labour dispute, or law
          taking effect after the date of this agreement). The Security Trustee
          agrees to notify each Beneficiary promptly after it determines that it
          is unable to act.

NO RESPONSIBILITY FOR FORCE MAJEURE

     3.24 The Security Trustee has no responsibility or liability for any loss
          or expense suffered or incurred by any party as a result of its not
          acting for so long as the impossibility under clause 3.23 continues.
          However, the Security Trustee agrees to make reasonable efforts to
          avoid or remove the causes of non-performance and agrees to continue
          performance under this agreement promptly when the causes are removed.

FUNDS BEFORE ACTING

     3.25 This clause applies if the Security Trustee proposes to exercise a
          right arising in its capacity as Security Trustee of the Beneficiaries
          or take any other action (whether or not at the instruction of the
          Majority Senior Beneficiaries or all Senior Beneficiaries) or the
          Security Trustee is directed to exercise a right or take any action in
          its capacity as security trustee in connection with the Security
          Trustee Documents, and the Security Trustee reasonably considers this
          could result in the Beneficiaries becoming obliged to pay an amount
          under clause 3.27. In that case, the Security Trustee:

          (a)  may request the Senior Beneficiaries to pay to it an amount at
               least equal to the amount the Security Trustee reasonably
               determines would be the Senior Beneficiary's liability; and

          (b)  need not act until the Senior Beneficiaries do so.

          Each Senior Beneficiary agrees to fund under this clause rateably in
          accordance with its Share.

IF A BENEFICIARY DOES NOT FUND

     3.26 If a Beneficiary does not fund the Security Trustee as required under
          clause 3.25 within a period determined Security Trustee to be
          reasonable, then the Security Trustee agrees to promptly request each
          other Beneficiary to fund the defaulting Beneficiary's share. If one
          or more other Beneficiary agrees to fund the defaulting Beneficiary's
          share, then the obligations of the Beneficiaries under clause 3.25 are
          taken to be satisfied. Each Beneficiary agrees that:

          (a)  a payment by a Beneficiary to the Security Trustee under this
               clause 3.26 constitutes a loan by the Beneficiary to the
               defaulting Beneficiary; and

          (b)  the loan accrues interest at the rate and in the manner notified
               by the paying Beneficiary to the defaulting Beneficiary and the
               Security Trustee.

<PAGE>

                                                                              24


          The defaulting Beneficiary agrees to pay to the Security Trustee (for
          the account of each funding Beneficiary) on demand from the
          Beneficiary the loan principal and interest on each loan.

INDEMNITY TO SECURITY TRUSTEE

     3.27 Each Senior Beneficiary, rateably in accordance with its Exposure,
          will indemnify the Security Trustee, on demand, against any Loss
          suffered or incurred by the Security Trustee as a result of, in
          connection with or in contemplation of:

          (a)  the stamping and registration of the Security Trustee Documents;

          (b)  the exercise, enforcement or preservation, or attempted exercise,
               enforcement or preservation, of any of its rights as Security
               Trustee;

          (c)  the performance or purported performance of its duties under the
               Security Trustee Documents;

          (d)  any action or omission by the Security Trustee under (or
               purportedly under) any Security Trustee Document; or

          (e)  anything done or not done by the Security Trustee pursuant to any
               direction or authorisation of the Majority Senior Beneficiaries.

          This includes, in each case, the fees and expenses on a full indemnity
          basis of legal and other professional advisers.

          This clause does not apply to the extent that:

          (i)  the Security Trustee is reimbursed on demand by the Borrower for
               any cost or expense incurred or payable by the Security Trustee;
               or

          (ii) the relevant Loss was suffered or incurred as a direct result of
               the Security Trustee's fraud, negligence or wilful misconduct.

          Each Authorised Officer, agent, employee, adviser or consultant of the
          Security Trustee is entitled to the benefit of this clause 3.27. The
          Security Trustee holds that benefit on their behalf.

REMOVAL OF SECURITY TRUSTEE

     3.28 The Majority Senior Beneficiaries may remove the Security Trustee from
          office, in each case by notice given to the Security Trustee, if:

          (a)  the Security Trustee becomes insolvent; or

          (b)  the Security Trustee is guilty of negligence or wilful misconduct
               in the discharge of its duties as trustee of the Trust Fund; or

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                                                                              25


          (c)  the Security Trustee breaches any material obligation under a
               Security Trustee Document and does not correct that breach within
               a reasonable time; or

          (d)  the Borrower so requests on the grounds that the Security Trustee
               will cease or has ceased to be a Senior Beneficiary (other than
               in its capacity as Security Trustee).

          Subject to clause 3.31, removal of the Security Trustee from office
          will take effect:

          (i)  (if notice of removal is given pursuant to paragraph (a)): when
               the notice is given; or

          (ii) (in any other case): 20 Business Days after the notice of removal
               is given to the Security Trustee by or on behalf of the Majority
               Senior Beneficiaries.

RETIREMENT

     3.29 The Security Trustee may retire as Security Trustee by giving to the
          Borrower and each other Senior Beneficiary not less than 30 days'
          notice of its intention to do so. No retirement takes effect unless:

          (a)  there has been appointed as a successor Security Trustee approved
               by the Borrower (which approval may not be unreasonably withheld
               or delayed) either:

               (i)  a Beneficiary nominated by the Majority Senior Beneficiaries
                    or, failing such a nomination;

               (ii) a reputable and experienced bank or financial institution
                    nominated by the Security Trustee; and

          (b)  the successor Security Trustee has obtained title to or obtained
               benefit of each Security in its capacity as Security Trustee in a
               manner approved by each Senior Beneficiary.

     3.30 Subject to clause 3.31, when a successor Security Trustee is
          appointed, the retiring or removed Security Trustee is discharged
          (without prejudice to any accrued right or obligation) from any
          further obligation under the Finance Documents. The new Security
          Trustee and each other party to the Finance Documents has the same
          rights and obligations among themselves as they would have had if the
          new Security Trustee had been a party to the Finance Documents.

     3.31 The retiring or removed Security Trustee agrees, at the Borrower's
          expense (where clause 3.28(d) applies) and otherwise at its own
          expense, to execute and cause its successors to execute documents and
          do everything else necessary or appropriate to transfer the Trust Fund
          into the name of the new Security Trustee and to ensure that all
          public registers record the new Security Trustee as the trustee of the
          Trust Fund.

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                                                                              26


SECURITY TRUSTEE FEE

     3.32 If the Termination Date occurs, the Borrower agrees to pay the
          Security Trustee an annual fee to be agreed between the Security
          Trustee and the Borrower and failing such agreement, such fee as
          designated by the Security Trustee and which must not exceed the fee
          being received at that time under clause 5.3 of the Syndicated
          Facility Agreement.

4    SUBORDINATION

CLAUSES 4.1-4.10 (INCLUSIVE) AND CLAUSES 4.15-4.19 (INCLUSIVE) HAVE NO FURTHER
APPLICATION AFTER THE TERMINATION DATE UNLESS OTHERWISE AGREED BY THE JUNIOR
CREDITORS.

SUBORDINATION

     4.1  Despite any other agreement between a Junior Creditor and the Borrower
          but except as permitted by clauses 4.6 and 4.7, each party agrees with
          each other party that no part of the Junior Debt is due for payment or
          capable of being declared due for payment unless:

          (a)  the Senior Debt is satisfied or repaid in full; or

          (b)  an Event occurs; or

          (c)  that Junior Debt is refinanced by other Junior Debt and the
               refinancing party has agreed to be bound under this deed as a
               Junior Creditor.

RIGHTS AND OBLIGATIONS FOLLOWING AN EVENT

     4.2  If an Event occurs, then the Junior Debt is payable immediately.

     4.3  If an Event occurs, then each Junior Creditor agrees, on request from
          the Security Trustee, to:

          (a)  prove for the whole of its Junior Debt which is not recoverable
               from the Security; and

          (b)  immediately send to the Security Trustee a copy of its notice of
               proof.

     4.4  A Junior Creditor may not prove for its Junior Debt except following a
          request from the Security Trustee under clause 4.3.

     4.5  If:

          (a)  a Junior Creditor receives or recovers any money on account of
               that Junior Beneficiary's Junior Debt; or

          (b)  any amount is paid to any person in connection with that Junior
               Creditor's Junior Debt (including, without limitation, to an
               assignee of that Junior Creditor's Junior Debt),

          whether by way of repayment, satisfaction or otherwise and whether
          from the Borrower or from any other person (including, without
          limitation, a liquidator, provisional liquidator or administrator of
          the

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                                                                              27


          Borrower), other than by way of Permitted Payments ("PROCEEDS"), then
          that Junior Creditor agrees:

          (c)  to notify the Security Trustee promptly;

          (d)  to hold the Proceeds and the undertakings in this clause 4.5 on
               trust for the Beneficiaries and to apply the same:

               (i)  first, towards satisfaction of the Senior Debt under the
                    Syndicated Facility Agreement;

               (ii) secondly, towards satisfaction of its Junior Debt; and

          (e)  upon demand, to pay the Proceeds forthwith to the Security
               Trustee for the account of the Financiers.

JUNIOR CREDITOR UNDERTAKINGS

     4.6  A Junior Creditor may not, without the consent of the Security Trustee
          (acting on the instructions of the Majority Senior Beneficiaries) or,
          if an Event of Default under the Syndicated Facility Agreement is
          subsisting, except as directed by the Security Trustee:

          (a)  directly or indirectly demand payment of, sue for, accept payment
               or repayment of or in any way allow by reduction of the
               Borrower's assets or otherwise, the discharge, satisfaction or
               extinguishment of its Junior Debt (other than by way of Permitted
               Payments); or

          (b)  novate or replace any of its rights (or agree to do any of these
               things) under any Junior Finance Document unless the novatee or
               replacement financier accedes to this deed as a Junior Creditor;
               or

          (c)  set off its Junior Debt against any Indebtedness of the Junior
               Creditor to the Borrower; or

          (d)  assign, charge or otherwise deal with its Junior Debt; or

          (e)  suffer to exist or take a Security Interest (other than under
               Security Trustee Documents) to secure payment of its Junior Debt
               other than any guarantee existing as at the date of this deed; or

          (f)  convert any Junior Debt into shares in the Borrower; or

          (g)  take any form of Enforcement Action (including taking steps
               towards, or voting for the winding up, administration or
               provisional liquidation of the Borrower).

PERMITTED PAYMENTS

     4.7  So long as:

          (a)  no Senior Debt owing to a Financier is due and payable but
               unpaid; and

<PAGE>

                                                                              28


          (b)  no Event of Default or Potential Event of Default has occurred
               and is subsisting under the Syndicated Facility Agreement,

          then to the extent such payment is a Permitted Payment, the Borrower
          may pay, satisfy or discharge, and the Junior Creditor may receive and
          retain, payment of interest and principal on the Junior Debt in
          accordance with, and in the amounts contemplated by, the terms of the
          Junior Finance Documents and the Junior Creditor, (as the case may be)
          may make demands in respect of, or so as to establish a liability to
          pay, any amount so permitted to be paid.

BORROWER

     4.8  The Borrower may not, without the consent of the Majority Senior
          Beneficiaries:

          (a)  give any guarantee to be given in respect of the Junior Debt; or

          (b)  grant a Security Interest (other than under Security Trustee
               Documents) to secure payment of the Junior Debt; or

          (c)  directly pay (except for payments which constitute Permitted
               Payments) or in any way reduce the Borrower's assets to discharge
               the Junior Debt; or

          (d)  novate or replace any agreement or instrument under which the
               Borrower's obligations in respect of the Junior Debt arise unless
               the novatee or replacement financier accedes to this deed as a
               Junior Creditor; or

          (e)  set off the Junior Debt against any Indebtedness of the Junior
               Creditor to the Borrower; or

          (f)  enter into any arrangement which results in the Junior Debt not
               being subordinated to the Senior Debt under the Syndicated
               Facility Agreement; or

          (g)  create, grant, extend or permit to subsist or be imposed any
               Security Interest ranking in priority to the Senior Debt.

     4.9  The Borrower agrees to notify the Security Trustee immediately if it
          receives a demand whether direct or indirect for payment of the Junior
          Debt.

REVOCATION OF APPROVALS

     4.10 Any approval given by the Security Trustee in connection with this
          clause 4 immediately terminates if:

          (a)  a Junior Creditor or the Borrower defaults under this deed; or

          (b)  the Borrower is unable to pay its debts as they fall due; or

          (c)  an Event occurs.

<PAGE>

                                                                              29


PRESERVATION OF SENIOR BENEFICIARY'S RIGHTS

     4.11 No obligation of a Junior Creditor arising under this deed is released
          or abrogated, prejudiced or affected by any act matter or thing that a
          Senior Beneficiary may do or omit to do which but for this provision
          would or might release abrogate prejudice or affect the obligations of
          the Junior Beneficiary including, without limitation:

          (a)  the granting of time, credit or any indulgence or concession to
               the Borrower or any Surety by a Security Trustee or a Senior
               Beneficiary or by any compounding or compromise release
               abandonment waiver variation relinquishment renewal or transfer
               of any securities, documents of title, assets or any rights of a
               Senior Beneficiary against the Borrower or any Surety of any
               other person or by neglect or omission to enforce any such
               rights;

          (b)  the liquidation, receivership or administration of the Borrower,
               any Junior Creditor or any Surety, or any Junior Creditor or the
               Borrower or any Surety entering into any compromise or assignment
               of property or scheme of arrangement or composition of debts or
               scheme of reconstruction;

          (c)  any person giving a guarantee or other Security Interest in
               respect of all or any of the Senior Debt;

          (d)  failure by the Borrower or any Surety or any other person to
               provide any Security Interest which ought to be provided or to
               have been provided under any agreement in respect of all or any
               part of the Senior Debt;

          (e)  any alteration, addition or variation to any agreement in respect
               of all or any part of the Senior Debt;

          (f)  any Security Interest held or taken at any time by a Senior
               Beneficiary for all or any part of the Senior Debt being void,
               defective or informal;

          (g)  the Borrower or any Surety being discharged from its obligation
               to pay all or any of the Senior Debt otherwise than by payment or
               satisfaction of those moneys to a Senior Beneficiary; or

          (h)  a Junior Creditor being discharged from its obligations to a
               Senior Beneficiary under this deed.

     4.12 If a Senior Beneficiary holds any other Security Interest for or right
          in respect of all or any of the Senior Debt, then:

          (a)  the Senior Beneficiary need not resort to that other Security
               Interest or right before enforcing its rights under this deed;
               and

          (b)  the liability of each Junior Creditor under this deed is not
               affected by reason that the other Security Interest or right is
               or may be wholly or partly void or unenforceable.

<PAGE>

                                                                              30


     4.13 This deed does not prejudicially affect and is not prejudicially
          affected by any Security Interest or guarantee held by a Senior
          Beneficiary either at the date of this deed or at any subsequent time.

     4.14 Nothing contained in this deed, merges, discharges, extinguishes,
          postpones, lessens or prejudices any Security Interest now held or
          which may subsequently be held or taken by a Senior Beneficiary for
          payment of any of the Senior Debt. Nor does this deed or any Security
          Interest:

          (a)  affect:

               (i)  any right or remedy which the Senior Beneficiary now has or
                    subsequently may have or be entitled to by law, equity or
                    statute against any other person as surety or on any bill of
                    exchange, promissory note, letter of credit or other
                    negotiable instrument; or

               (ii) security to the Senior Beneficiary for all or part of the
                    Senior Debt; or

          (b)  operate as a payment of the Senior Debt until the same has been
               actually paid in cash.

          Nothing in any Security Interest and no other right or remedy which a
          Senior Beneficiary has or subsequently may have apart from this
          agreement discharges, extinguishes, postpones, lessens or otherwise
          prejudices this agreement. A Senior Beneficiary is not under any
          obligation to resort to any Security Interest in priority to this
          deed.

     4.15 The subordination under this deed is a continuing subordination and
          remains in full force until full and final discharge of the Senior
          Debt.

CORPORATIONS ACT

     4.16 This clause 4 is intended to operate as a "debt subordination" (as
          defined in section 563C(2) of the Corporations Act) by each Junior
          Creditor.

LIMITATION ON RIGHTS OF JUNIOR BENEFICIARIES

     4.17 Each Junior Beneficiary acknowledges that until it becomes a Senior
          Beneficiary, each of the Security Trustee and the other Senior
          Beneficiaries may exercise all rights, powers and discretions under or
          in respect of the Finance Documents as though the Junior Beneficiary
          had no rights or interests in relation to the Borrower, the Secured
          Property, or any Security or the property or assets subject to the
          trust under this deed and were not a party to this deed.

ACKNOWLEDGMENT BY JUNIOR BENEFICIARIES AND JUNIOR CREDITORS

     4.18 Without limitation, each of the Junior Beneficiaries and Junior
          Creditors (each, a "JUNIOR PARTY") acknowledges that:

          (a)  the Junior Party has no rights in respect of any Security or the
               proceeds of any Security except as set out in this deed or the
               Securities;

<PAGE>

                                                                              31


          (b)  the Junior Debt is subordinated to the Senior Debt in the manner
               set out in clause 4;

          (c)  each of the Senior Beneficiaries owes no duty, obligations or
               standard of care to the Junior Party. In particular, any
               obligation or requirement in any Finance Document not to withhold
               consent unreasonably or to form a reasonable opinion is not owed
               to the Junior Party;

          (d)  the Security Trustee and the other Senior Beneficiaries in
               enforcing any Finance Document are entitled to act entirely in
               their own interests and are not required to consult with, or take
               into account in any way, the interests of the Junior Party;

          (e)  the Security Trustee and the Senior Beneficiaries can agree to
               include new Senior Beneficiaries without the Junior Party's
               consent;

          (f)  the Security Trustee and the other Senior Beneficiaries may take
               any action they see fit in their absolute discretion, even if it
               would constitute a breach of a Junior Finance Document;

          (g)  the Junior Party consents to, and will be bound by, any action
               taken at any time by the Security Trustee or any other Senior
               Beneficiary in accordance with any Finance Document (including
               any amendment to, or consent or waiver given under, any Finance
               Document (excluding any amendment to this deed)); and

          (h)  consents and waivers by the Security Trustee acting pursuant to
               clause 4, will bind each Junior Party, even if it is not a party
               to it.

5    CHANGE IN BENEFICIARIES

CHANGE IN BENEFICIARIES

     5.1  If a Beneficiary enters into any substitution, assignment or novation
          procedure contemplated by another Finance Document, or wishes a person
          (including a Political Risk Insurer) to be bound by the Security Trust
          Deed, then:

          (a)  it must give a notice to the Security Trustee and the Borrower
               (to be received by the Security Trustee and the Borrower at least
               15 Business Days or such shorter period as agreed between the
               Security Trustee and the Borrower before the substitution is to
               take place) which specifies:

               (i)  the proposed substitute; and

               (ii) the obligations which it wishes to have assumed by the
                    substitute; and

<PAGE>

                                                                              32


          (b)  the Beneficiary and the substitute or the Political Risk Insurer
               must, at the cost of the Beneficiary, execute Accession Deeds and
               deliver four duly stamped (if applicable) original Accession
               Deeds to the Security Trustee or otherwise become bound by this
               deed in a form acceptable to the Security Trustee.

NEW BENEFICIARIES AND FINANCE DOCUMENTS

     5.2  Subject to clause 5.3, the Borrower may, from time to time, request
          that certain existing or proposed obligations (whether present or
          future, actual, prospective or contingent) of the Borrower be
          recognised as a Finance Document and if the obligee is not already a
          Beneficiary, that the relevant obligee be recognised as a Beneficiary
          in respect of that Finance Document by:

          (a)  delivering a request ("DESIGNATION NOTICE") to the Security
               Trustee (in the form set out in schedule 1 or such other form as
               approved by the Security Trustee);

          (b)  providing the Security Trustee with a certified copy of the
               proposed Finance Document;

          (c)  providing such additional information or opinions as may be
               reasonably requested by the Security Trustee in connection with
               the new Beneficiary or proposed Finance Document; and

          (d)  providing the Security Trustee with four counterparts of an
               Accession Deed duly stamped (if applicable) and duly executed by
               the proposed new Beneficiary.

ONLY CERTAIN OBLIGATIONS ALLOWED

     5.3  The Borrower may only deliver a Designation Notice under clause 5.2 if
          the obligations under the proposed Finance Document constitutes:

          (a)  Hedge Transactions and:

               (i)  if the Termination Date has not yet occurred, the Borrower
                    certifies that it will only enter into Hedge Transactions
                    referred to in paragraph (a) of the definition of "Hedge
                    Transaction" with the proposed new Beneficiary in accordance
                    with the terms of the Syndicated Facility Agreement;

               (ii) otherwise, the Borrower certifies that the entry into the
                    proposed Hedge Transactions will not lead to any Event of
                    Default or Potential Event of Default under any Finance
                    Document; or

          (b)  Refinancing Debt; or

          (c)  any other obligations (including, without limitation, obligations
               in the nature of Indebtedness) which are approved by the Majority
               Senior Beneficiaries.

<PAGE>

                                                                              33


FINANCE DOCUMENT

     5.4  If the Security Trustee:

          (a)  receives all documentation referred to in clause 5.1 or 5.2; and

          (b)  (where clause 5.2 applies) is satisfied that the obligations
               under the proposed Finance Document fall within paragraph (a),
               (b) or (c) of clause 5.3; and

          (c)  is satisfied that the proposed exposure of the person entitled to
               the benefit of the obligations does not require:

               (i)  any Security Document to be stamped with additional ad
                    valorem stamp duty; or

               (ii) compliance with any other legal formality to ensure the
                    legality, validity or enforceability of any Security
                    Document,

               or if it does, that the Borrower or another person has paid the
               stamp duty or makes arrangements satisfactory to the Security
               Trustee for payment of that stamp duty or for compliance with
               that formality, as applicable,

          the Security Trustee must:

          (d)  execute the Accession Deed and retain one original for itself and
               distribute one original each to the new Beneficiary and the
               Borrower; and

          (e)  enter or cause to be entered into the register referred to in
               clause 8 the details (where clause 5.2 applies, as provided by
               the Borrower in its request) of the Beneficiary and the Finance
               Document.

SECURITY TRUSTEE MAY EXECUTE FOR OTHER PARTIES

     5.5  The Borrower, each Junior Creditor and each Beneficiary irrevocably
          and unconditionally authorise the Security Trustee, its Authorised
          Officers and any delegates and attorneys of them, for valuable
          consideration received, to sign any Accession Deed on its behalf which
          is presented to it under this clause 5.

WHEN EFFECTIVE

     5.6  Upon delivery by the Security Trustee of a completed Accession Deed to
          the New Beneficiary:

          (a)  the New Beneficiary is bound by the terms of this deed; and

          (b)  any document referred to in that Accession Deed becomes a Finance
               Document (and either a Senior Finance Document or Junior Finance
               Document, as applicable) for the purposes of this deed and the
               Security Documents.

<PAGE>

                                                                              34


STAMP DUTY

     5.7  Any stamp duty imposed upon a Finance Document or a Security Document
          (by reason of the execution of a Finance Document other than a Finance
          Document executed pursuant to clause 5.1 outside a syndication process
          agreed with the Borrower) must be paid by the Borrower. The Borrower
          indemnifies each other party to this deed and each other Beneficiary,
          against all loss, costs and expenses in connection with such stamp
          duty.

COMPLETE REFINANCING

     5.8  If the Borrower wishes to repay and refinance completely all
          Indebtedness provided by a Beneficiary which is secured under the
          Security Trustee Documents, the Borrower may require that Beneficiary
          to novate all of its rights and obligations under the Security Trustee
          Documents to the entity providing the refinancing (or a nominee
          thereof), subject to that Beneficiary being reasonably satisfied with
          the novation documentation and provided the Borrower pays all costs
          and expenses of that Beneficiary in connection therewith.

6    CEASING TO BE A BENEFICIARY

BORROWER REQUEST

     6.1  The Borrower may request that a Beneficiary cease being a Beneficiary
          if, at the time of the Borrower's request, the relevant Beneficiary's
          Exposure is nil and the Borrower has no further obligation under any
          Finance Documents to the Beneficiary. The Borrower must provide the
          Security Trustee with a consent by the Beneficiary (signed by an
          Authorised Officer of the Beneficiary) stating that it agrees to cease
          being a Beneficiary.

BENEFICIARY REQUEST

     6.2  A Beneficiary may at any time notify the Security Trustee in writing
          that the Beneficiary wishes to cease to be a Beneficiary in respect of
          a Finance Document. Any such notice does not limit the Beneficiary's
          rights against the Borrower other than its rights as a Beneficiary.

BENEFICIARY TO ASSIST

     6.3  The relevant Beneficiary undertakes to do all things necessary to give
          effect to the cessation of it being a Beneficiary under clause 6.1 (if
          it is satisfied, acting reasonably, that its Exposure is nil and
          Finally Paid) or 6.2, including the execution of the consent referred
          to in clause 6.1 (if it is satisfied its Exposure is nil and Finally
          Paid) and the surrender of its Accession Deed.

WHEN EFFECTIVE

     6.4  A Beneficiary ceases to be a Beneficiary on receipt by the Security
          Trustee of a notice from the Beneficiary in accordance with clause 6.1
          or 6.2.

ACCESSION DEED

     6.5  If a Beneficiary transfers or novates all its rights and obligations
          under the Finance Documents to a new Beneficiary who executes an

<PAGE>

                                                                              35


          Accession Deed, then the transferor Beneficiary ceases to be a
          Beneficiary by executing the Accession Deed as a Retiring Beneficiary.

7    POLITICAL RISK INSURANCE

SUBROGATION UNDER POLITICAL RISK INSURANCE FOR FINANCIERS

     7.1  Subject to clause 7.2, as from each date the Political Risk Insurer
          pays a claim to a Financier under a Political Risk Insurance Policy
          relating to the Syndicated Facility Agreement, the parties acknowledge
          that the Political Risk Insurer is subrogated to the rights of the
          relevant Financier under the relevant Finance Documents (to the extent
          of the amount of the Insurance Payment) and in that capacity is
          entitled to:

          (a)  obtain the benefit of the rights and entitlements of the relevant
               Financier under the Finance Documents; and

          (b)  obtain the benefit of:

               (i)  the Security Trustee Documents;

               (ii) moneys held by the Security Trustee to the extent permitted
                    by the Security Trustee Documents; and

               (iii) a right or power of the Beneficiaries under a Security
                    Trustee Document,

          to the extent of the amount of the Insurance Payment.

POLITICAL RISK INSURER BECOMING A BENEFICIARY

     7.2  Any subrogation under clause 7.1 or at law or, in relation to Hedge
          PRI, rights to which a Political Risk Insurer becomes entitled
          following an Insurance Payment under a Hedge PRI, is subject to:

          (a)  the Political Risk Insurer being bound by the terms and
               conditions of this deed as if it were a party to this deed and
               entitled to the benefit of that part of the Secured Money to
               which it has become entitled following the Insurance Payment; and

          (b)  the right of the Security Trustee and each Beneficiary to
               continue to deal with the relevant Beneficiary (to whom the
               Insurance Payment (or part thereof) has been made) until the
               Security Trustee receives from the Political Risk Insurer a duly
               completed and executed Accession Deed in accordance with clause
               5.1.

     7.3  Despite anything to the contrary contained in this deed, 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 deed or any
          other Finance Document may only be exercised in accordance with the
          terms of the Finance Documents or the Security Trustee Documents, as
          the case may be.

<PAGE>

                                                                              36


     7.4  The Borrower irrevocably agrees to any Political Risk Insurer becoming
          a Beneficiary in the manner set out in this deed.

ADVISING INSURED PAYMENTS

     7.5  At the same time as the Accession Deed is delivered to the Security
          Trustee under clause 7.2(b) or as soon as practicable thereafter, the
          Financiers (or the Facility Agent on their behalf) and/or the Insured
          Hedge Counterparty, as the case may be, must execute and deliver to
          the Security Trustee a certificate countersigned by the Political Risk
          Insurer setting out:

          (a)  the Political Risk Insurance Policy under which the proposed
               Insurance Payment is to be made;

          (b)  the nature of the claim;

          (c)  the amount of the proposed Insurance Payment;

          (d)  whether the Insurance Payment is to be paid in a lump sum or by
               installments; and

          (e)  the day or, if payable in installments, the days, on which the
               proposed Insurance Payment is to be made.

8    REGISTER

          The Security Trustee must keep a register ("REGISTER") incorporating
          the following information:

          (a)  the name and address of each Beneficiary; and

          (b)

               (i)  in respect of each Finance Document, the date, parties to
                    it, name of it and the principal (or notional principal)
                    amount committed under the facility or hedge (where
                    applicable) and the maximum term of the agreement and
                    whether it is a Senior Finance Document or a Junior Finance
                    Document; or

               (ii) if the Beneficiary is a Political Risk Insurer, the details
                    set out in the certificate referred to in clause 7.5; and

          (c)  in relation to each Beneficiary, a list of the Finance Documents
               to which it is a party,

          and must enter in the Register particulars of any changes to the
          matters described in paragraphs (a) - (c) from time to time.

<PAGE>

                                                                              37


9    ENFORCEMENT

EVENTS OF DEFAULT

     9.1  If an Event of Default occurs, the Security Trustee agrees to:

          (a)  seek the instructions of all Senior Beneficiaries in relation to
               the enforcement of the Security; and

          (b)  act in accordance with the instructions of the Majority Senior
               Beneficiaries or otherwise as required in accordance with clause
               3.

SECURITY TRUSTEE TO ADVISE VOTING DAY

     9.2  When seeking instructions from each Senior Beneficiary, the Security
          Trustee must advise each Senior Beneficiary of the date ("VOTING DAY")
          on which and the time by which on that date (not later than 11.30am)
          instructions must be given to the Security Trustee. The Voting Day may
          not be earlier than the fifth Business Day after the date of the
          Security Trustee's notice (unless the period has been shortened under
          clause 3.6(e)).

BENEFICIARIES TO ADVISE EXPOSURES

     9.3  When a Senior Beneficiary gives instructions to the Security Trustee,
          it must advise the Security Trustee in writing of its Exposure as at
          5.00pm on the Business Day prior to the Voting Day. In the case of any
          Beneficiary which is a Hedge Counterparty under a Hedge Transaction
          which has not been closed out and terminated, its Hedge Exposure must
          be calculated as if all Hedge Transactions with the Borrower were
          closed out or terminated on the Business Day prior to the Voting Day.

SECURITY TRUSTEE TO ISSUE ACCELERATION NOTICES

     9.4  If the Security Trustee is instructed, in accordance with clause 9.1,
          to take steps to enforce under the Security Documents or realise the
          Security, the Security Trustee agrees to issue an Acceleration Notice
          to any one or more Beneficiaries no later than 4.30pm on the Voting
          Day, unless the Majority Senior Beneficiaries otherwise agree.

BENEFICIARIES TO COMPLY WITH ACCELERATION NOTICES

     9.5  Each Beneficiary agrees to comply with the terms of that Acceleration
          Notice and to exercise all rights and powers available to it (if any)
          under each Finance Document and otherwise at law in order to comply
          with, or procure compliance with, the direction given by the Security
          Trustee in that notice.

HEDGE COUNTERPARTIES

     9.6  If at any time an Event of Default occurs under a Hedge Contract, each
          Hedge Counterparty agrees with the other Senior Beneficiaries that
          prior to exercising any right or power under that Hedge Contract that
          arise as a consequence of that Event of Default, it will give notice,
          as soon as it becomes aware of that Event of Default, to the Security
          Trustee stating that an Event of Default has occurred which is
          continuing unremedied and describing that Event of Default and
          indicating whether or not it proposes to exercise those rights or
          powers

<PAGE>

                                                                              38


          under that Hedge Contract and if so in what manner. The Borrower
          consents to the giving of such notice.

     9.7  The Security Trustee, as soon as practicable after receiving a notice
          under clause 9.6, it will provide a copy of it to each Beneficiary.

     9.8  The parties agree that, if any set-off or netting occurs in connection
          with a Hedge Contract, records of the set-off or netting will be kept
          so that the set-off or netting can be separately identified as being
          applicable to that Hedge Contract notwithstanding that the set-off or
          netting occurred as part of an overall set-off or netting of a number
          of Hedge Contracts.

JUNIOR BENEFICIARY ATTENDING MEETINGS

     9.9  If an Event of Default occurs, the Facility Agent agrees to invite the
          Junior Beneficiary to attend any meetings held between the Borrower
          and the Senior Beneficiaries in relation to the enforcement of the
          Security, but excluding that part of any meeting where there is a
          conflict of interest between the Senior Beneficiaries and the Junior
          Beneficiary including as to:

          (a)  matters of priority of the Senior Beneficiaries under the
               Securities; or

          (b)  considerations of the Senior Beneficiaries as a secured class of
               Beneficiaries.

          A Junior Beneficiary may present its point of view at any such meeting
          but will not be entitled to vote or otherwise affect any resolution of
          that meeting.

          Nothing in this clause requires the Security Trustee, the Facility
          Agent or a Senior Beneficiary to call any meeting, or to consult with
          any Junior Beneficiary, before accelerating any Senior Debt or
          enforcing any Security.

NOTIFICATION TO JUNIOR BENEFICIARY

     9.10 The Security Trustee agrees to notify any Junior Beneficiary before or
          promptly after it or a Senior Beneficiary takes any enforcement action
          in relation to any Senior Debt.

          On request, each of the Facility Agent and the Junior Beneficiary
          shall keep the other informed as to the amount of Senior Debt or
          Junior Finance Debt then outstanding.

10   TREATMENT OF RECOVERED MONEYS

MONEYS NOT FORMING PART OF RECOVERED MONEYS

     10.1 Where a Finance Document permits or requires moneys to be placed to
          the credit of a suspense account held by the Security Trustee in order
          to preserve the rights to prove in the bankruptcy or liquidation of a
          person, those moneys, will not, unless otherwise determined by all the
          Beneficiaries, be treated as Recovered Moneys until the time as, in

<PAGE>

                                                                              39


          accordance with the terms of the relevant Finance Document, those
          moneys, are no longer held in suspense.

     10.2 Where moneys are placed in a suspense account referred to in clause
          10.1, interest earned and credited to the account is Recovered Moneys.

RECEIPT NOT THROUGH SECURITY TRUSTEE

     10.3 Each Beneficiary agrees to notify the Security Trustee promptly of its
          receipt (other than by payment through the Security Trustee) of
          Secured Moneys on or after the Enforcement Date (including without
          limitation, a recovery by set-off or banker's lien or by way of
          payment netting under Hedge Contracts). The parties acknowledge that a
          receipt by way of set-off occurs at the time the Beneficiary applies
          the set-off in its books of account, irrespective of the time when the
          amount set-off was deposited with that party.

ACCOUNTING TO SECURITY TRUSTEE

     10.4 Subject to clause 10.8, if the receipt represents an amount which, had
          it been received by the Security Trustee, would have been
          distributable not only to the Beneficiary who receives it but also to
          the other Beneficiaries (including by reason of the operation of
          clause 10.9), then the Beneficiary agrees to pay, to the Security
          Trustee an amount, equivalent to the amount, received within two
          Business Days of receiving it. The amount paid to the Security Trustee
          is to be:

          (a)  taken to have been received by the Security Trustee and not by
               the Beneficiary who receives it (and the Secured Money of that
               Beneficiary is to continue to include that amount); and

          (b)  distributed by the Security Trustee to the parties entitled to it
               in accordance with their entitlements.

REFUND TO BENEFICIARY

     10.5 If a Beneficiary who receives a payment referred to in clause 10.3 is
          obliged to refund any part of it under laws relating to insolvency
          then, on request from the Beneficiary, each party to which any part of
          the payment was distributed must repay to the Beneficiary the
          proportion of the amount received by that party equal to the
          proportion of the payment received by the Beneficiary which the
          Beneficiary is obliged to refund.

     10.6 An amount paid under clause 10.5 will be deemed to have been a payment
          for the account of the Security Trustee and not to the relevant
          Beneficiary for its own account and to that extent the liability to
          the relevant Beneficiary will not be reduced by the amount received,
          other than to the extent of any distribution received by the relevant
          Beneficiary under clause 10.4(b).

     10.7 The Borrower must immediately on the relevant Beneficiary making or
          becoming liable to make a payment under clause 10.4 indemnify the
          relevant Beneficiary against that payment to the extent that the
          Borrower's liability has been discharged by the amount received by the
          relevant Beneficiary.

<PAGE>

                                                                              40


NETTING AS BETWEEN HEDGE TRANSACTIONS NOT TO CONSTITUTE RECOVERED MONEY

     10.8 Despite anything to the contrary in this deed:

          (a)  the operation of netting provisions under a Hedge Contract is
               permitted; and

          (b)  any amount which would otherwise be payable to a Hedge
               Counterparty under the Hedge Contract but for the operation of
               the netting provisions will not constitute Recovered Money for
               the purposes of this deed, but only to the extent such provisions
               provide for netting of amounts, obligations and/or cross-claims
               as between Hedge Transactions between the Borrower and the Hedge
               Counterparty and not any other obligations or cross-claims
               arising under any other Transactions or other agreement or
               arrangement ("NON-HEDGE TRANSACTIONS").

SHARING IN RELATION TO NON-HEDGE TRANSACTIONS

     10.9 If a termination and close-out under a Hedge Contract occurs on or
          after the Enforcement Date and immediately before the Early
          Termination Date in respect of the Terminated Transactions, the
          notional net exposure of a Hedge Counterparty under the Non-Hedge
          Transactions calculated in accordance with clause 1.6(a) (but
          replacing all references in clause 1.6(a) to "Hedge Transactions with
          "Non- Hedge Transactions") would have given rise to a net amount
          notionally owing to the Borrower ("RELEVANT AMOUNT"), then the
          Relevant Amount is to be treated as a receipt for the purposes of
          clause 10.4. In this clause, "Early Termination Date" and "Terminated
          Transactions" have the meanings given in the ISDA Master Agreement.

PROCEEDS OF POLITICAL RISK INSURANCE POLICIES NOT TO CONSTITUTE RECOVERED MONEY

     10.10 Despite anything to the contrary in this deed or any provision of the
          Syndicated Facility Agreement, each Financier and Hedge Counterparty
          (in its capacity as an insured under a Political Risk Insurance
          Policy) is absolutely entitled to all the proceeds payable to it under
          any Political Risk Insurance Policy and is under no obligation to pay
          those proceeds to the Security Trustee or any Beneficiary.

11   DISTRIBUTION OF RECOVERED MONEY

     11.1 If at any time the Security Trustee receives any money under a
          Security Trustee Document on or after the Enforcement Date, whether or
          not it represents the proceeds of recovery action taken under any
          Finance Document, then the money must be distributed by the Security
          Trustee in accordance with clause 11.2.

     11.2 Recovered Money is to be distributed by the Security Trustee as soon
          as practicable after the Security Trustee receives it as follows:

          (a)  first, to the extent that the Recovered Money represents money
               recovered under a Security Document which provides for the
               appointment of a receiver, in the order provided for under the

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                                                                              41


               Security Document up to and including the category of satisfying
               the remuneration of the receiver (as defined in that Security);

          (b)  secondly, towards satisfaction of all costs, charges and expenses
               incurred by the Security Trustee in or incidental to the exercise
               or performance or attempted exercise or performance of any of the
               rights, powers or remedies conferred under any Security Trustee
               Document;

          (c)  thirdly, towards satisfaction of any other expenses or outgoings
               in connection with any receivership under or the enforcement of
               any Security Trustee Document;

          (d)  fourthly, towards payment to the Security Trustee of any money
               due to it in its capacity as Security Trustee under any Security
               Trustee Document;

          (e)  fifthly, towards payment to each Senior Beneficiary of an amount
               (not exceeding the Exposure of that Senior Beneficiary under the
               Senior Finance Documents) equal to that Senior Beneficiary's
               Share at that time of the Recovered Money;

          (f)  sixthly, after the Senior Debt has been Finally Paid, towards
               payment to each Junior Beneficiary of an amount (not exceeding
               the Exposure of that Junior Beneficiary) equal to that Junior
               Beneficiary's Share at that time of the Recovered Money; and

          (g)  seventhly, to the extent that the Security secures the payment of
               other amounts, towards payment to the persons entitled to those
               amounts and, if more than one, in a proportion for each person
               equal to the proportion that the amount owed to that person bears
               to the aggregate amount owed to all those persons,

          or in such other manner as the Security Trustee (acting under the
          instructions of the Majority Senior Beneficiaries) determines.

12   REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

REPRESENTATIONS AND WARRANTIES

     12.1 The Borrower makes (on the date of this deed) and repeats (every 6
          months thereafter) for the benefit of the Security Trustee and the
          Beneficiaries the following representation and warranties:

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

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

<PAGE>

                                                                              42


          (c)  (AUTHORISATIONS) all material authorisations necessary to enter
               into the Security Trustee Documents and to comply with its
               obligations thereunder are in full force and effect;

          (d)  (VALID OBLIGATIONS) its obligations under the Security Trustee
               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 and laws affecting
               creditors' rights generally;

          (e)  (NO CONTRAVENTION) the Security Trustee Documents and the
               transactions under them do not contravene its constitution or any
               law, judgment, agreement, instrument or any of its obligations or
               undertakings by which it is bound or to which any of its assets
               are subject;

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

          (g)  (GOOD TITLE) it is the sole beneficial owner of all assets
               included in its latest audited accounts (other than those
               disposed of, as permitted under the Senior Finance Documents),
               free and clear of any Security Interest, other than a Security
               Interest permitted by any Senior Finance Document).

UNDERTAKINGS RELATING TO SECURED PROPERTY

     12.2 The Borrower undertakes to:

          (a)  (RATES AND TAXES) unless contested in good faith, pay on time all
               amounts for which it is liable as owner of the Secured Property,
               including rates and Taxes; and

          (b)  (GOOD CONDITION) keep the Secured Property in good working order
               and condition in accordance with prudent mining practice and
               correct any defect in accordance with prudent mining practice;
               and

          (c)  (LOSS) use reasonable endeavours to protect the Secured Property
               from theft, loss or damage; and

          (d)  (VALUE) not do anything that lowers or might lower the value of
               the Secured Property so as to give rise to a Material Adverse
               Effect; and

          (e)  (SERIOUS DAMAGE) notify the Security Trustee of any damage to or
               defect in the Secured Property which would have a Material
               Adverse Effect; and

          (f)  (ORDERS OR NOTICES) give the Security Trustee a copy of any order
               or notice from an authority such as a local council concerning
               the use or condition of the Secured Property which would have a
               Material Adverse Effect as soon as it becomes aware of it; and
<PAGE>

                                                                              43


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

          (h)  (CAVEATS, NOTIFICATIONS OR DEALINGS) do everything necessary to
               remove any caveat, notification or dealing placed on the title to
               the Secured Property without the Security Trustee's consent; and

          (i)  (TENEMENTS) ensure that all conditions and requirements relating
               to mining tenements are observed or performed in all material
               respects and that tenements remain valid and are in full force
               and effect; and

          (j)  (INSURANCE) ensure that the assets of the Borrower are adequately
               insured in accordance with prudent mining practice, and that the
               Beneficiaries are named as insured parties under material
               insurance policies;

          (k)  (BOOK DEBTS) until the Security Trustee otherwise directs at any
               time after an Enforcement Date, procure the prompt collection of
               its book debts. The Security Trustee appoints the Borrower its
               agent for this purpose;

          (1)  (PROCEEDS OF BOOK DEBTS AND INSURANCES) unless otherwise provided
               in a Senior Finance Document, apply the proceeds of any book
               debts and insurances, toward proper business purposes;

          (m)  (ACCESS AND INSPECTION) give or procure to be given (promptly
               upon request by the Security Trustee acting on instructions of
               the Majority Senior Beneficiaries) to the Security Trustee and
               any of its Authorised Officers, access (subject to generally
               applicable site safety requirements) to the Mine, the Mine area,
               the books and accounting records and other data of and relating
               to the Borrower or the Mine, as any of them may reasonably
               require;

          (n)  (DISPOSAL OF ASSETS) ensure that it does not dispose of assets
               other than;

               (i)  in the ordinary course of business on terms no less
                    favourable to the Borrower than arm's length terms; or

               (ii) where the aggregate book value of assets disposed of over
                    the previous 12 month period does not exceed 5% of the total
                    tangible assets of the Borrower; or

               (iii) with the approval of the Security Trustee, such approval
                    not to be unreasonably withheld.

<PAGE>

                                                                              44


               For avoidance of doubt, any assets disposed of in accordance with
               this clause which are subject to a fixed charge will
               automatically cease to be subject to that charge.

          (o)  (MARGIN) not to agree to any margin requirements under any hedge
               contract entered into or to be entered into by it; and

          (p)  (LEASES AND LICENCES) not to lease or license (or deal with any
               lease or licence) any Secured Property except for leases and
               licences incidental to, or associated with, proper conduct of the
               Borrower's mining operations.

FURTHER ASSURANCES

     12.3 (a)  (DEPOSIT OF DOCUMENTS) The Borrower agrees to deposit with the
               Security Trustee:

               (i)  all documents of title (including, if applicable, leases)
                    relating to the Secured Property where the Secured Property
                    is the subject of a mortgage or a fixed charge; and

               (ii) any other documents the Security Trustee requests relating
                    to the Secured Property.

          (b)  (REGISTRATION OF SECURITY) The Security Trustee may register the
               Security Documents at the Borrower's expense.

          (c)  (AUTHORITY TO FILL IN BLANKS) The Borrower agrees that the
               Security Trustee may fill in any blanks in connection with the
               Security Documents (such as Corporations Act forms or transfers
               for the Secured Property).

          (d)  (SUPPLY OF INFORMATION) If the Security Trustee asks, the
               Borrower agrees to supply the Security Trustee with any
               information about or documents affecting:

               (i)  the Security Documents or the Secured Property; or

               (ii) any lease, tenancy or other arrangement connected with the
                    Secured Property.

          (e)  (RECTIFICATION) If the Security Trustee asks, promptly rectify
               defects in the condition, validity or enforceability of any
               Mortgaged Agreement.

RIGHTS OF ENTRY

     12.4 Subject to clause 12.2(m), the Security Trustee may, if an Event of
          Default or Potential Event of Default is subsisting, enter land and
          buildings owned or occupied by the Borrower, any place where the
          Secured Property is located, the Borrower's places of business or its
          registered office to:

          (a)  inspect the Secured Property; or

<PAGE>

                                                                              45


          (b)  find out whether the Borrower is complying with the Security
               Documents; or

          (c)  carry out the Security Trustee's rights under the Security
               Documents; or

          (d)  inspect and copy records relating to the Borrower or the Secured
               Property; or

          (e)  investigate the Borrower's financial affairs or business.

          The Borrower agrees to help the Security Trustee enter, such as by
          obtaining any necessary consent.

REASONABLE NOTICE OF ENTRY

     12.5 Unless there is an emergency, the Security Trustee agrees to give the
          Borrower reasonable notice before entering under this clause.

RIGHT TO RECTIFY

     12.6 The Security Trustee may do anything which the Borrower should have
          done under the Security Documents however which the Borrower either
          has not done, or in the Security Trustee's opinion, has not done
          properly. If the Security Trustee does so, the Borrower agrees to pay
          the Security Trustee's Costs on demand.

SECURITY TRUSTEE NOT MORTGAGEE IN POSSESSION

     12.7 The Security Trustee does not become a mortgagee in possession because
          it enters the Secured Property under clause 12.5 or exercises its
          rights under clause 12.6.

PAYMENT OF INCOME TO SECURITY TRUSTEE

     12.8 If, on or after the Enforcement Date, the Security Trustee asks, the
          Borrower agrees to ensure that rent and other income from the Secured
          Property are paid to the Security Trustee. If, despite this, they are
          paid to the Borrower, the Borrower agrees to pay them to the Security
          Trustee. In each case, the Security Trustee agrees to use the money it
          receives as set out in clause 11 of this deed.

EVENT OF DEFAULT

     12.9 Each Event of Default is an "Event of Default" for the purposes of the
          Security Trustee Documents.

13   COSTS AND INDEMNITIES

WHAT THE BORROWER AGREES TO PAY

     13.1 The Borrower agrees to pay or reimburse:

          (a)  the reasonable Costs of the Security Trustee in connection with:

               (i)  the negotiation, preparation, execution and registration of
                    and payment of Taxes on any Security Trustee Document; and

<PAGE>

                                                                              46


               (ii) their being satisfied that conditions to drawdown have been
                    met; and

               (iii) giving and considering consents, waivers, variations,
                    discharges and releases and producing title documents; and

               (iv) otherwise acting in connection with the Security Trustee
                    Documents (except for the matters described in paragraph (b)
                    below);

          (b)  the Costs of the Security Trustee in exercising, enforcing or
               preserving rights (or considering doing so), or doing anything in
               connection with any enquiry by an authority involving the
               Borrower or any of its Related Entities; and

          (c)  Taxes and fees (including registration fees) and fines and
               penalties in respect of fees paid, or that the Security Trustee
               reasonably believes are payable, in connection with any Security
               Trustee Document or a payment or receipt or any other transaction
               contemplated by any Security Trustee Document. However, the
               Borrower need not pay a fine or penalty in connection with Taxes
               or fees to the extent that it has placed the Security Trustee in
               sufficient cleared funds for the Security Trustee to be able to
               pay the Taxes or fees by the due date.

          The Borrower agrees to pay amounts due under this clause promptly on
          demand from the Security Trustee.

INDEMNITY

     13.2 The Borrower indemnifies the Security Trustee against any liability or
          loss arising from, and any Costs incurred in connection with:

          (a)  the Security Trustee acting in connection with a Security Trustee
               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 Officer of the Borrower; or

          (b)  an Event of Default; or

          (c)  the Security Trustee exercising or attempting to exercise a right
               or remedy in connection with a Security Trustee Document after an
               Event of Default; or

          (d)  any Security Trustee Document; or

          (e)  any indemnity the Security Trustee gives a Controller or
               administrator of the Borrower.

          A party's obligation to reimburse another party for an amount paid or
          payable to a third party includes GST on the amount paid or payable to

<PAGE>

                                                                              47


          the third party except to the extent that the party being reimbursed
          is entitled to claim an input tax credit for that GST.

     13.3 The Borrower agrees to pay amounts due under this indemnity on demand
          from the Security Trustee. The Costs referred to in clause 13.1 and
          13.2 include legal Costs in accordance with any written agreement as
          to legal costs or, if no agreement, on whichever is the higher of a
          full indemnity basis or solicitor and own client basis and Costs
          suffered or incurred by any employee, officer, agent or contractor of
          the Security Trustee.

CURRENCY CONVERSION ON JUDGMENT DEBT

     13.4 If a judgment, order or proof of debt for an amount in connection with
          a Security Trustee Document is expressed in a currency other than that
          in which the amount is due under the Security Trustee Document, then
          the Borrower indemnifies the Security Trustee against:

          (a)  any difference arising from converting the other currency if the
               rate of exchange used by the Financier under clause 2.9 for
               converting currency when it receives a payment in the other
               currency is less favourable to the Financier than the rate of
               exchange used for the purpose of the judgment, order or
               acceptance of proof of debt; and

          (b)  the Costs of conversion.

          The Borrower agrees to pay amounts due under this indemnity on demand
          from the Security Trustee.

STAMP DUTY

     13.5 Without prejudice to the other provisions of this clause 13, the
          Borrower agrees to pay an amount equal to US$50,000 into an
          interest-bearing bank account to be opened in the name of the Security
          Trustee ("ESCROW ACCOUNT") no later than the first Drawdown Date under
          the Syndicated Facility Agreement. The Security Trustee may only apply
          moneys in the Escrow Account to pay any stamp duty applicable on any
          Security Trustee Documents or Senior Finance Documents to the extent
          any upstamping of such documents is required after that date. If, at
          the time all amounts under the Finance Documents are Finally Paid,
          there is any amount remaining in the Escrow Account, the Security
          Trustee agrees to pay the balance standing to the credit of the Escrow
          Account to the Borrower.

14   ACKNOWLEDGMENT

          The Borrower acknowledges and agrees to the provisions of this deed
          and undertakes to co-operate in the implementation of the provisions
          of this deed.

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                                                                              48


15   NOTICES

     15.1 A notice, approval, consent or other communication in connection with
          this deed:

          (a)  may be given by an Authorised Officer of the relevant party; and

          (b)  must be in writing; and

          (c)  must be left at the address of the addressee or sent by prepaid
               ordinary post (airmail if posted to or from a place outside
               Australia) to the address of the addressee which is specified
               below (in the case of the Borrower, the Security Trustee and the
               Junior Creditors) or in schedule 4 (in the case of the Initial
               Hedge Counterparties) or otherwise notified to the Borrower and
               the Security Trustee (in the case of the other parties) or if the
               addressee notifies another address or facsimile number then to
               that address or facsimile number:

               BORROWER

               Lihir Gold Limited
               Level 7
               Pacific Place
               Cnr Champion Parade and Musgrave Street
               Port Morseby
               Papua New Guinea
               Telephone: +67 5 321 7711
               Fax: +67 5 321 4705
               Attention: General Manager Financial and Commercial and
               Chief Financial Officer

               NML AND NMAL

               GPO Box 905
               BRISBANE QUEENSLAND 4001
               Fax: +61 7 3229 5950
               Attention: The Company Secretary

               FACILITY AGENT AND SECURITY TRUSTEE

               Level 26, ABN AMRO Tower
               88 Phillip Street
               SYDNEY NSW 2000
               Australia
               Telephone: +612 8259 6115
               Fax: +61 2 8259 5499
               Attention: Margaret Martin

     15.2 Unless a later time is specified in it a notice, approval, consent or
          other communication takes effect from the time it is received.

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                                                                              49


     15.3 A letter or facsimile is taken to be received:

          (a)  in the case of a posted letter, on the third (seventh if posted
               to or from a place outside Australia) day after posting; and

          (b)  in the case of a facsimile, on production of a transmission
               report by the machine from which the facsimile was sent which
               indicates that the facsimile was sent in its entirety to the
               facsimile number of the recipient notified for the purpose of
               this clause.

16   GENERAL

SET-OFF

     16.1 At any time on or after the Enforcement Date or, if earlier, the date
          a notice is given under clause 12.2 of the Syndicated Facility
          Agreement, the Security Trustee or a Senior Beneficiary may set off
          any amount due for payment by the Security Trustee or the Senior
          Beneficiary, respectively, to the Borrower against any amount due for
          payment by that Borrower to the Security Trustee or the Senior
          Beneficiary, respectively, under the Senior Finance Documents.

CERTIFICATES

     16.2 The Security Trustee, a Senior Beneficiary, a Junior Creditor or a
          Junior Beneficiary may give a Borrower a certificate about an amount
          payable or other matter in connection with a Security Trustee
          Document. The certificate is sufficient evidence of the amount or
          other matter, unless it is proved to be incorrect.

DISCRETION IN EXERCISING RIGHTS

     16.3 The Security Trustee, a Senior Beneficiary or the Junior Beneficiary
          may exercise a right or remedy or give or refuse its consent in any
          way it considers appropriate (including by imposing conditions),
          unless a Security Trustee Document expressly states otherwise.

CONSENTS

     16.4 The Borrower agrees to comply with all conditions in any consent the
          Security Trustee, a Senior Beneficiary or the Junior Beneficiary gives
          in connection with a Security Trustee Document.

PARTIAL EXERCISING OF RIGHTS

     16.5 If the Security Trustee, a Senior Beneficiary or the Junior
          Beneficiary does not exercise a right or remedy fully or at a given
          time, the Security Trustee or the Beneficiary can still exercise it
          later.

CONFLICT OF INTEREST

     16.6 The Security Trustee's or a Senior Beneficiary's or the Junior
          Beneficiary's rights and remedies under this deed may be exercised
          even if this involves a conflict of duty or the Security Trustee or
          the Senior Beneficiary has a personal interest in their exercise.

<PAGE>

                                                                              50


REMEDIES CUMULATIVE

     16.7 The rights and remedies of the Security Trustee, a Senior Beneficiary
          or the Junior Beneficiary under this deed are in addition to other
          rights and remedies given by law independently of this deed.

RIGHTS AND OBLIGATIONS ARE UNAFFECTED

     16.8 Rights given to the Security Trustee, a Senior Beneficiary or the
          Junior Beneficiary under this deed and the Borrower's liabilities
          under it are not affected by any law that might otherwise affect them.

INDEMNITIES

     16.9 The indemnities in this deed are continuing obligations, independent
          of the Borrower's other obligations under this deed and continue after
          this deed ends.

VARIATION AND WAIVER

     16.10 Unless this deed expressly states otherwise, a provision of this
          deed, or right created under it, may not be waived or varied except in
          writing signed by the Security Trustee (acting pursuant to this deed)
          and the Borrower. The Security Trustee and the Beneficiaries (with or
          without the Borrower) may separately agree in writing arrangements in
          connection with the Security Trustee Documents, including, without
          limitation, voting, priority and ranking and restrictions on
          Beneficiaries' rights in connection with their respective Finance
          Documents.

FURTHER STEPS

     16.11 The Borrower agrees to do anything the Security Trustee asks (such as
          obtaining consents, signing and producing documents and getting
          documents completed and signed) to bind the Borrower and any other
          person intended to be bound under the Security Trustee Documents.

INCONSISTENT LAW

     16.12 To the extent permitted by law, this deed prevails to the extent it
          is inconsistent with any law.

SUPERVENING LEGISLATION

     16.13 Any present or future legislation which operates to vary the
          obligations of the Borrower in connection with a Finance Document with
          the result that the Security Trustee's, a Senior Beneficiary's or the
          Junior Beneficiary's rights, powers or remedies are adversely affected
          (including by way of delay or postponement) is excluded except to the
          extent that its exclusion is prohibited or rendered ineffective by
          law.

REINSTATEMENT OF RIGHTS

          Under law relating to insolvency, a person may claim that a
          transaction (including a payment) in connection with the Secured Money
          is void or voidable. If a claim is made and upheld, conceded or
          compromised, then:

          (a)  the Security Trustee and relevant Senior Beneficiary are
               immediately entitled as against the Borrower, any Junior Creditor
               and any Junior Beneficiary to the rights in respect of

<PAGE>

                                                                              51


               the Secured Money to which it was entitled immediately before the
               transaction; and

          (b)  on request from the Security Trustee, the Borrower, the Junior
               Creditors and the Junior Beneficiaries agree to do anything
               (including signing any document) to restore to the Security
               Trustee and the relevant Senior Beneficiary any rights and
               benefits held by that Senior Beneficiary under the Security
               Trustee Documents immediately before the transaction.

TIME OF THE ESSENCE

     16.14 Time is of the essence in any Finance Document in respect of an
          obligation of the Borrower to pay money.

COUNTERPARTS

     16.15 This deed may consist of a number of copies of this deed each signed
          by one or more parties to the deed. When taken together, the signed
          copies are treated as making up the one document.

17   GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS

     17.1 This deed is governed by the law in force in New South Wales.

     17.2 Each party irrevocably and unconditionally submits to the non-
          exclusive jurisdiction of the courts of New South Wales and courts of
          appeal from them. Each party waives any right it has to object to an
          action being brought in those courts including, without limitation, by
          claiming that the action has been brought in an inconvenient forum or
          that those courts do not have jurisdiction.

     17.3 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 any party by being delivered to or left for that party with its
          process agent referred to in clause 17.4. at its address for service
          of notices under clause 15.

     17.4 Each of the following parties, not having a registered office in
          Australia appoints the following person as its process agent who may
          receive any document referred to in clause 17.3:

               J Aron & Company appoints Goldman Sachs JB Were Financial Markets
               Pty Ltd of Level 16, 101 Collins Street Melbourne Victoria 3001.

          If for any reason that person ceases to be able to act as such, the
          relevant party must immediately appoint another person within
          Australia to receive any such document.

EXECUTED as a deed

<PAGE>

                                                                              52


SCHEDULE 1 DESIGNATION NOTICE

FROM: LIHIR GOLD LIMITED (ARBN 0069 803 998) (Company No. C2-23423) incorporated
      in Papua New Guinea of Level 7, Pacific Place, Cnr Champion Parade and
      Musgrave Street, Port Moresby, Papua New Guinea ("BORROWER")

TO:   ABN AMRO AUSTRALIA LIMITED (ABN 78 000 862 797) having an office for
      service at Level 24, 255 George Street, Sydney, New South Wales, Australia
      for itself (in its capacity as trustee for the Lihir Gold Security Trust)
      and each other Beneficiary ("SECURITY TRUSTEE")

DESIGNATION NOTICE - LIHIR GOLD SECURITY TRUST

We refer to the Security Trust Deed dated 22 November 2000 as amended from time
to time between the Borrower, the Security Trustee and others (the "SECURITY
TRUST DEED").

Terms defined in the Security Trust Deed have the same meaning when used in this
notice.

We propose to designate the following documents and persons to be Finance
Documents and Beneficiaries respectively for the purposes of the Security Trust
Deed:

-    Details of proposed new Beneficiary (full name, ABN/ARBN if applicable,
     address, fax, attention) and whether the new Beneficiary is also a Junior
     Creditor

-    Description of proposed new Finance Document (date, type of obligation (and
     if relates to Indebtedness, maximum principal (or notional principal)
     permitted), maximum term or Hedge Transaction (describe type))

-    Designation as Senior Finance Document or Junior Finance Document

-    List documents attached (each relevant new Finance Document):

     [_______________]

We confirm that:

(a)  the proposed new Finance Document is of the kind described in, and which
     otherwise complies with the requirements of the Security Trust Deed and
     constitutes a [Hedge Transaction]/[Refinancing Debt]/[other Indebtedness
     approved by the Majority Senior Beneficiaries] for the purposes of the
     Security Trust Deed;

(b)  *[no Event of Default is subsisting] [*may be waived by the Security
     Trustee]; and

(c)  the designation of this new Finance Document and the new Beneficiary will
     not cause a breach of any provision of any Finance Document.

Executed in New South Wales


-------------------------------------
Director
LIHIR GOLD LIMITED
DATE:
      -------------------------------
<PAGE>

                                                                              53


SCHEDULE 2 ACCESSION DEED

              ACCESSION DEED dated ___________ between: __________

[_______________] ("NEW BENEFICIARY"); and

[[_______________] ("RETIRING BENEFICIARY"); and]][OPTIONAL]

[_______________] ("SECURITY TRUSTEE") for itself and on behalf of the other
parties to the Security Trust Deed.

1    DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this deed, "Security Trust Deed" means the security trust deed dated 22
     November 2000 as amended from time to time between the Security Trustee and
     others establishing the Lihir Gold Security Trust. Terms defined in the
     Security Trust Deed have the same meaning in this deed.

1.2  INTERPRETATION

     Clause 1.2 of the Security Trust Deed applies to this deed.

2.   ACCESSION [AND RELEASE)

2.1  With effect from and including the date this Accession Deed is delivered by
     the Security Trustee to the New Beneficiary under clause 5.4 ("Finance
     Document") of the Security Trust Deed:

     (a)  the New Beneficiary is bound by the terms of the Security Trust Deed
          as a Beneficiary in its capacity as a [Senior/Junior Beneficiary]
          under the [Senior/Junior Finance Document] as described below:

          [describe document]; and

     (b)  each other party to the Security Trust Deed and each [Senior/Junior]
          Finance Document confirms and acknowledges that the New Beneficiary is
          a Beneficiary and is bound by the terms of the Security Trust Deed;
          and

     (c)  the Retiring Beneficiary is released from [all its obligations] / [or
          specify portion of obligations] under the Security Trust Deed but
          without prejudice to any existing liability).]

     [OR  [choose this second option if New Beneficiary is a Political Risk
          Insurer under a lender's political risk insurance]

     With effect from and including the date this Accession Deed is delivered by
     the Security Trustee to the New Beneficiary under clause 5.4 ("Finance
     Document") of the Security Trust Deed:

     (a)  the New Beneficiary is a Beneficiary in its capacity as:

<PAGE>

                                                                              54


          (i)  a Senior Beneficiary under a Senior Finance Document as described
               below:

               [describe document];

          OR

          (ii) a Junior Beneficiary under a Junior Finance Document as described
               below:

               [describe document];

          is bound by the terms of the Security Trust Deed; and

     (b)  each other party to the Security Trust Deed and each [Senior/Junior]
          Finance Document confirms and acknowledges that the New Beneficiary is
          a beneficiary and is bound by the terms of the Security Trust Deed.

2.2  This deed is a Security Trustee Document and the New Beneficiary is a
     [Senior Beneficiary/Junior Beneficiary] for the purposes of the Security
     Trust Deed.

3.   NOTICES

     For the purpose of the Security Trustee Documents, the address for
     correspondence of the New Beneficiary is the address set out below:
     [_______________]

4.   LAW

     This deed is governed by the laws of New South Wales.

     Each attorney executing this certificate states that he or she has no
     notice of revocation or suspension of his or her power of attorney. The New
     Beneficiary irrevocably and unconditionally submits to the non-exclusive
     jurisdiction of the courts of New South Wales and courts of appeal from
     them and waives any right it has to object to an action being brought in
     those courts including, without limitation, by claiming that the action has
     been brought in an inconvenient forum or that those courts do not have
     jurisdiction.

5.   [AGENT FOR SERVICE OF PROCESS)

     [The New Beneficiary appoints [_______________] to act as its agent for
     service of process.][* ONLY REQUIRED IF NEW BENEFICIARY DOES NOT HAVE A
     PRESENCE IN AUSTRALIA.]

EXECUTED as a deed.

[Execution provisions]

<PAGE>

                                                                              55


SCHEDULE 3 ACCESSION DEED FOR HEDGE PRI

              ACCESSION DEED dated ___________ between: __________

[_______________] ("NEW BENEFICIARY"); and

[_______________] ("SECURITY TRUSTEE") for itself and on behalf of the other
parties to the Security Trust Deed.

1    DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this deed, "Security Trust Deed" means the security trust deed dated 22
     November 2000 as amended from time to time between the Security Trustee and
     others establishing the Lihir Gold Security Trust. Terms defined in the
     Security Trust Deed have the same meaning in this deed.

1.2  INTERPRETATION

     Clause 1.2 of the Security Trust Deed applies to this deed.

2.   ACCESSION

2.1  With effect from and including the date this Accession Deed is delivered by
     the Security Trustee to the New Beneficiary under clause 5.4 ("Finance
     Document") of the Security Trust Deed:

     (a)  the New Beneficiary is bound by the terms of the Security Trust Deed
          as a Beneficiary in its capacity as a Senior Beneficiary in connection
          with the [describe relevant Hedge Contract and attach certificate
          referred to in clause 7.5 ("CERTIFICATE")]; and

     (b)  the instrument(s)/agreement(s)/deed(s) described in the Designation
          Notice (if applicable) is/are Finance Documents for the purpose of the
          Security Trust Deed; and

     (c)  each other party to the Security Trust Deed and each Security Trustee
          Document confirms and acknowledges that the New Beneficiary is a
          Beneficiary and is bound by the terms of the Security Trust Deed.

2.2  This deed is a Security Trustee Document and the New Beneficiary is a
     Senior Beneficiary for the purposes of the Security Trust Deed.

3.   NOTICES

     For the purpose of the Security Trustee Documents, the address for
     correspondence of the New Beneficiary is the address set out below:
     [_______________]

4.   LAW

     This deed is governed by the laws of New South Wales.

     Each attorney executing this certificate states that he or she has no
     notice of revocation or suspension of his or her power of attorney. The New
     Beneficiary irrevocably and

<PAGE>

                                                                              56


     unconditionally submits to the non-exclusive jurisdiction of the courts of
     New South Wales and courts of appeal from them and waives any right it has
     to object to an action being brought in those courts including, without
     limitation, by claiming that the action has been brought in an inconvenient
     forum or that those courts do not have jurisdiction.

5.   [AGENT FOR SERVICE OF PROCESS]

     [The New Beneficiary appoints [_______________] to act as its agent for
     service of process.][* ONLY REQUIRED IF NEW BENEFICIARY DOES NOT HAVE A
     PRESENCE IN AUSTRALIA.]

EXECUTED as a deed. [Insert appropriate execution clauses]

<PAGE>

                                                                              57


SCHEDULE 4 INITIAL HEDGE COUNTERPARTIES

     ABN AMRO BANK N.V.
     Level 24
     255 George Street
     SYDNEY NSW 2000
     Australia
     Fax: +61 2 9259 5499
     Attention: Agency Department

     CITIBANK N.A.

     Level 25
     Waterfront Place
     1 Eagle Street
     Brisbane QLD 4000
     Australia
     Fax: +61 7 3227 9430
     Attention: Head, Corporate Banking, Queensland

     J ARON & COMPANY
     85 Broad Street
     New York, New York 10004
     United States of America
     Fax: +61 1 212 797 7533
     Attention: Metals Department

     WITH COPY TO:

     85 Broad Street
     New York, New York 10004
     United States of America
     Fax: +61 1 212 902 3876
     Attention: Legal Department

     UBS AG
     5 Temasek Boulevard
     #18-00 Suntec Tower Five
     Singapore 038985
     Fax: +65 431 8398
     Attention: Precious Metals Division