exv4waw



Table of Contents




Exhibit (aw)




Blake Dawson

 





Lihir Management Services

Agreement (Australia)






 



Lihir Services Australia Pty Limited



ACN 116 067 611



Lihir Gold Limited

ARBN 069 803 998




Blake Dawson




Level 36, Riverside Centre

123 Eagle Street

Brisbane QLD 4000

Australia

T 61 7 3259 7000

F 61 7 3259 7111




Reference

RAF PTA 07 1430 4240





©Blake Dawson 2008




 









 





Blake Dawson

 




























Contents




	 	 	 	 	 	 	 	 	 
	1.	 	INTERPRETATION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	1	 
	 
	 	1.2	 	Rules for interpreting this document	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	2.	 	SERVICES AND TERM	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	Manager to provide the services	 	 	4	 
	 
	 	2.2	 	Term	 	 	4	 
	 
	 	2.3	 	Performance by Manager group	 	 	4	 
	 
	 	2.4	 	Scope of Services — Projects	 	 	4	 
	 
	 	2.5	 	Termination of Previous Agreement	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	3.	 	HOW SERVICES ARE TO BE PROVIDED	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	Additional services	 	 	4	 
	 
	 	3.2	 	Place, time, manner and availability	 	 	4	 
	 
	 	3.3	 	Company’s directions	 	 	5	 
	 
	 	3.4	 	Personnel	 	 	5	 
	 
	 	3.5	 	Access	 	 	5	 
	 
	 	3.6	 	Standard of performance	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	4.	 	MANAGER’S STATUS	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Independent contractor	 	 	5	 
	 
	 	4.2	 	Authority to incur obligations	 	 	5	 
	 
	 	4.3	 	Responsibility for employee benefits	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	5.	 	CHARGES AND PAYMENT	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Charges	 	 	6	 
	 
	 	5.2	 	Invoicing	 	 	6	 
	 
	 	5.3	 	Payment	 	 	6	 
	 
	 	5.4	 	Disputed Invoices	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	6.	 	GST	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	GST payable in addition to payment	 	 	6	 
	 
	 	6.2	 	Invoice	 	 	7	 
	 
	 	6.3	 	Adjustments	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	7.	 	LIABILITIES AND INDEMNITIES	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	Disclaimer of implied warranties	 	 	7	 
	 
	 	7.2	 	Implied warranties and conditions	 	 	7	 
	 
	 	7.3	 	No liability for consequential loss	 	 	7	 
	 
	 	7.4	 	Release from and indemnity against Claims	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	8.	 	TERMINATION	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.1	 	Termination by agreement	 	 	8	 
	 
	 	8.2	 	Termination by the Manager	 	 	8	 
	 
	 	8.3	 	Termination by the Company	 	 	8	 
	 
	 	8.4	 	Termination by either Party	 	 	8	 






i









Table of Contents






Blake Dawson

 





	 	 	 	 	 	 	 	 	 
	 
	 	8.5	 	Claims, rights and obligations	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	9.	 	CONFIDENTIALITY	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.1	 	Confidential Information	 	 	9	 
	 
	 	9.2	 	Return of Confidential Information	 	 	9	 
	 
	 	9.3	 	Terms of this document	 	 	9	 
	 
	 	9.4	 	Exceptions	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	10.	 	FORCE MAJEURE	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.1	 	Notice and suspension of obligations	 	 	9	 
	 
	 	10.2	 	Effort to overcome	 	 	10	 
	 
	 	10.3	 	Alternative supply	 	 	10	 
	 
	 	10.4	 	Termination	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	11.	 	NOTICES	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	12.	 	AMENDMENT AND ASSIGNMENT	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	12.1	 	Amendment	 	 	10	 
	 
	 	12.2	 	Assignment	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	13.	 	GENERAL	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	13.1	 	Governing law	 	 	11	 
	 
	 	13.2	 	Liability for expenses	 	 	11	 
	 
	 	13.3	 	Giving effect to this document	 	 	11	 
	 
	 	13.4	 	Waiver of rights	 	 	11	 
	 
	 	13.5	 	Severability	 	 	11	 
	 
	 	13.6	 	Operation of indemnities	 	 	11	 
	 
	 	13.7	 	GST on claims	 	 	11	 
	 
	 	13.8	 	Consents	 	 	12	 
	 
	 	13.9	 	Statements by the Manager	 	 	12	 
	 
	 	13.10	 	Attorneys	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	Schedules	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1	 	SERVICES	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	2	 	CHARGES AND PAYMENT	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	3	 	PROJECTS	 	 	17	 







ii











Table of Contents





Blake Dawson

 





Management Services Agreement (Australia)



DATE 23 July 2009




PARTIES





	 	 	Lihir Services Australia Pty Limited ACN 116 067 611 (Manager)
	 
	 	 	Lihir Gold Limited ARBN 069 803 998 (Company) 





RECITALS





	 
	A.	 	The Company wishes to engage the Manager to perform the Services.
	 
	B.	 	The Manager agrees to perform the Services on the terms set out in this document.





OPERATIVE PROVISIONS









	1.	 	INTERPRETATION










	1.1	 	Definitions






	 	 	The following definitions apply in this document.
	 
	 	 	Affiliate means, for a body corporate, each related body corporate of that body corporate.
	 
	 	 	Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane or
Port Moresby.
	 
	 	 	Claim means a claim, action, proceeding or demand made against the person concerned,
however it arises and whether it is present or future, fixed or unascertained, actual or
contingent.
	 
	 	 	Commencement Date means 1 January 2009.
	 
	 	 	Commissioner means the Commissioner of Taxation in Australia.
	 
	 	 	Confidential Information means any information disclosed by the Company or by any Affiliate
of the Company to the Manager before or after the date of this document or any information
developed by the Manager in the course of performing the Services, but excludes information
that:






	 	(a)	 	was in the public domain at the date of this document;
	 
	 	(b)	 	became part of the public domain after the date of this document otherwise than
as a result of disclosure by the Manager in breach of this agreement; or
	 
	 	(c)	 	was in the Manager’s possession at the time of disclosure by the Company to the
Manager.






	 	 	Companies Act means the Companies Act 1997 (PNG).
	 
	 	 	Corporations Act means the Corporations Act 2001 (Cth).
	 
	 	 	Force Majeure Event means any occurrence or omission as a result of which the party relying
on it is prevented from or delayed in performing any of its obligations under this





1









Table of Contents





Blake Dawson

 






	 	 	document and that is beyond the reasonable control of that party, including forces of
nature, industrial action and action or inaction by a Government Agency.
	 
	 	 	Government Agency means:






	 	(a)	 	a government or government department or other body;
	 
	 	(b)	 	a governmental, semi-governmental or judicial person; or
	 
	 	(c)	 	a person (whether autonomous or not) who is charged with the administration of a
law.






	 	 	GST means:






	 	(a)	 	the same as in the GST Law;
	 
	 	(b)	 	any other goods and services tax, or any Tax applying to this transaction in a
similar way; and
	 
	 	(c)	 	any additional tax, penalty tax, fine, interest or other charge under a law for such a
Tax.






	 	 	GST Law means the same as “GST law” means in A New Tax System (Goods and Services Tax) Act
1999 (Cth).
	 
	 	 	Insolvency Event means:






	 	(a)	 	for the Manager, being in liquidation or provisional liquidation or under
administration, having a controller (as defined in the Corporations Act) or
analogous person appointed to it or any of its property, being taken under
section 459F(1) of the Corporations Act to have failed to comply with a statutory
demand, being unable to pay its debts or otherwise insolvent, taking any step that
could result in the person becoming an insolvent under administration (as defined
in section 9 of the Corporations Act), entering into a compromise or arrangement
with, or assignment for the benefit of, any of its creditors, or any analogous event;
and
	 
	 	(b)	 	for the Company, being in liquidation or under administration, having a receiver (as
defined in the Companies Act) or analogous person appointed to it or any of its
property, being taken under section 337 of the Companies Act to have failed to
comply with a statutory demand, being unable to pay its debts or otherwise failing
to satisfy the solvency test in the Companies Act, entering into a compromise or
arrangement with, or assignment for the benefit of, any of its creditors, or any
analogous event.






	 	 	Liability means a duty, liability or obligation affecting the person concerned, however it
arises and whether it is present or future, fixed or unascertained, actual or contingent.
	 
	 	 	Loss means a damage, loss, cost, expense or liability incurred by the person concerned, however it
arises and whether it is present or future, fixed or unascertained, actual or contingent.
	 
	 	 	Personnel means the officers, employees, agents and sub-contractors of the Manager.
	 
	 	 	Projects are defined in clause 2.4.
	 
	 	 	Services means the services described in Schedule 1 (including the Projects defined in clause 2.4
and Schedule 3) and any additional services provided under clause 3.1, all of which are to be
performed in Australia.




2









Table of Contents











Blake Dawson

 






	 	 	Tax means a tax, levy, duty, charge, deduction or withholding, however it is described,
that is imposed by law or by a Government Agency, together with any related interest,
penalty, fine or other charge, other than one that is imposed on net income in any
jurisdiction.
	 
	 	 	Term means the period specified in clause 2.2.










	1.2	 	Rules for interpreting this document






	 	 	Headings are for convenience only, and do not affect interpretation. The following rules
also apply in interpreting this document, except where the context makes it clear that a
rule is not intended to apply.






	 	(a)	 	A reference to:






	 	(i)	 	legislation (including subordinate legislation) is to that legislation as
amended, re-enacted or replaced, and includes any subordinate legislation
issued under it;
	 
	 	(ii)	 	a document or agreement, or a provision of a document
or agreement, is to that document, agreement or provision as amended,
supplemented, replaced or novated;
	 
	 	(iii)	 	a party to this document or to any other document or
agreement includes a permitted substitute or a permitted assign of that party;
	 
	 	(iv)	 	a person includes any type of entity or body of persons,
whether or not it is incorporated or has a separate legal identity, and any
executor, administrator or successor in law of the person; and
	 
	 	(v)	 	anything (including a right, obligation or concept) includes each part of it.






	 	(b)	 	A singular word includes the plural, and vice versa.
	 
	 	(c)	 	A word which suggests one gender includes the other genders.
	 
	 	(d)	 	If a word is defined, another part of speech has a corresponding meaning.
	 
	 	(e)	 	Unless specifically denominated in another currency, dollar amounts in
this agreement are in Australian dollars.
	 
	 	(f)	 	If an example is given of anything (including a right, obligation or concept),
such as by saying it includes something else, the example does not limit the scope of that
thing.
	 
	 	(g)	 	The word agreement includes an undertaking or other binding arrangement or
understanding, whether or not in writing.
	 
	 	(h)	 	The words subsidiary, holding company and related body corporate have
the same meanings as in the Corporations Act.
	 
	 	(i)	 	Words defined in the GST Law have the same meaning in Clauses
1.2(j) and Clause 1.2(k), 6 and 13.7.
	 
	 	(j)	 	If a person is a member of a GST group, references to GST which the
person must pay and to input tax credits to which the party is entitled include GST
which the representative member of the GST group must pay and input tax credits to
which the representative member is entitled.
	 
	 	(k)	 	References to GST extend to any notional liability of any person for
GST and to any amount which is treated as GST under the GST Law, and references to
an




3









Table of Contents











Blake Dawson

 






	 	 	input tax credit extend to any notional input tax credit to which any
person is entitled.










	2.	 	SERVICES AND TERM










	2.1	 	Manager to provide the services






	 	 	The Manager must provide or procure the provision of the Services continuously during the
Term.










	2.2	 	Term






	 	 	Despite the date of execution of this document, the rights and obligations under this
document commence on the Commencement Date and end on the date of termination of this
agreement in any way, including in accordance with clause 8.










	2.3	 	Performance by Manager group






	 	 	The Manager must ensure that any of its employees, agents and contractors (whether or not
they are Personnel) which perform obligations imposed on the Manager by this document, do
so strictly in accordance with this document. In consideration of performing their
obligations each of those persons is to have the benefit of any provision of this document
conferring on the Manager a release, indemnity or limitation of liability and the Manager
enters that provision on its own behalf, and as agent of and trustee for each of those
persons.










	2.4	 	Scope of Services — Projects






	 	 	The Services to be provided by the Manager are to be provided wherever possible in
accordance with the Company’s requirements for specific projects being undertaken by the
Company, as further described in Schedule 3 (Projects).
	 
	 	 	Services required to be provided by the Company for any project other than the Projects
must be agreed upon in writing by the parties and then be annexed as an addendum to
Schedule 3.










	2.5	 	Termination of Previous Agreement






	 	 	It is agreed that the Management Services Agreement (Australia) between the Parties
dated 9 June 2006 is terminated on and from the Commencement Date.










	3.	 	HOW SERVICES ARE TO BE PROVIDED










	3.1	 	Additional services






	 	 	The Company may request the Manager to provide additional incidental services or Projects.
Any additional services or Projects provided by the Manager in response to such a request
are taken to be part of the Services, and the Company must pay for those additional
services in accordance with Schedule 2, unless otherwise agreed in writing. Additional long
term or major services must be separately documented.










	3.2	 	Place, time, manner and availability






	 	 	Consistently with its obligations under this document, the Manager:






	 	(a)	 	may decide the manner, place and timing of provision of the Services; and





4









Table of Contents





Blake Dawson

 






	 	(b)	 	does not warrant that the Manager can attend the Company’s premises or
provide the Services at specific times requested by the Company.










	3.3	 	Company’s directions






	 	 	The Manager must comply with all reasonable directions of the Company as to the nature and
scope of the Services (but not as to the manner, place or timing of the provision of the
Services).










	3.4	 	Personnel






	 	 	The Manager may use such of its Personnel (who may include an Affiliate of the Manager) as
it thinks fit to provide the Services, either full-time or in addition to providing
services for the Manager or other persons.










	3.5	 	Access






	 	 	The Company must, where the Manager thinks it appropriate in order to provide the Services,
ensure that the Manager has full access to the Company’s premises and to all equipment,
materials, information and facilities reasonably required to enable provision of the
Services.










	3.6	 	Standard of performance






	 	 	The Manager must endeavour to provide the Services:






	 	(a)	 	in compliance with every applicable law; and
	 
	 	(b)	 	to the same standard to which equivalent services are normally performed for
the Manager.










	4.	 	MANAGER’S STATUS










	4.1	 	Independent contractor






	 	 	The Manager is engaged as an independent contractor. Nothing in this agreement constitutes
the Manager an employee, agent, partner or joint-venturer of the Company.










	4.2	 	Authority to incur obligations






	 	 	The Manager has no authority to incur any obligation on behalf of the Company and must not
incur any such obligation except on the express written instruction of the Company granted
in accordance with the delegated authorities manual of the Company from time to time.










	4.3	 	Responsibility for employee benefits






	 	 	The Manager is responsible for the following outgoings payable to or in respect of the
Personnel (but may recover those costs from the Company to the extent set out in Schedule
1):






	 	(a)	 	remuneration and benefits, including superannuation contributions, annual
leave, sick leave, long service leave, overtime and penalty rates and provision of
accommodation and sustenance;
	 
	 	(b)	 	imposts or levies imposed by law, such as work care levies, group tax, payroll
tax, fringe benefits tax, superannuation guarantee charges; and
	 
	 	(c)	 	payments upon termination of service (including on redundancy).






5









Table of Contents








Blake Dawson

 










	5.	 	CHARGES AND PAYMENT










	5.1	 	Charges
	 
	 	 	The Company must pay for the Services in accordance with Schedule 2.










	5.2	 	Invoicing






	 	 	The Manager may issue invoices to the Company for the Services in accordance with
Schedule 2.










	5.3	 	Payment






	 	 	Subject to clause 5.4 concerning reasonable disputes, the Company must pay the Manager
within one month after receipt of an invoice issued in accordance with Schedule 2.










	5.4	 	Disputed Invoices






	 	 	If the Company reasonably disputes the whole or any part of the amount claimed in an
invoice submitted by the Manager on the ground that it is for work not performed in
accordance with this document, the Company:






	 	(a)	 	must pay the undisputed part of the amount claimed in the invoice;
	 
	 	(b)	 	must within 5 Business Days of receipt of the invoice notify the Manager of
why the rest of the invoice is disputed; and
	 
	 	(c)	 	if it is resolved that some or all of the disputed amount should have
been paid when it was invoiced, must pay the amount resolved.










	6.	 	GST










	6.1	 	GST payable in addition to payment
	 
	 	 	In addition to paying the amounts invoiced, the Company must:






	 	(a)	 	pay to the Manager an amount equal to any GST for which the Manager is liable
on any supply by the Manager under or in connection with this document, without
deduction or set-off of any other amount;
	 
	 	(b)	 	make that payment:






	 	(i)	 	if the Manager becomes liable for GST on or after
receiving the amounts invoiced or other consideration or any part of it — as
and when the Company must pay or provide the amounts invoiced or other
consideration or that part of it;
	 
	 	(ii)	 	if the Manager becomes liable for GST on issuing an invoice under this
document — on the earlier of the due date for payment of that invoice, or
10 Business Days from the end of the month in which the Manager issued that
invoice; and
	 
	 	(iii)	 	if the Manager becomes liable for GST upon the
occurrence of some other event — within 5 Business Days of a written request
by the Manager for payment for the GST, which may be in the form of a tax
invoice (or an adjustment note).





6









Table of Contents





Blake Dawson

 






	 	(c)	 	indemnify the Manager against, and pay the Manager on demand the amount of:






	 	(i)	 	all GST for which the Manager is liable in
connection with the transaction contemplated by this document; and
	 
	 	(ii)	 	any loss, liability or expense directly or
indirectly incurred in connection with or arising from or caused by any
failure by the Company to pay any amount as and when required by this clause.










	6.2	 	Invoice






	 	 	The Manager must issue a tax invoice (or an adjustment note) to the Company for any supply
for which the Manager may recover GST from the Company under this document, and must
include in the tax invoice (or adjustment note) the particulars required by the GST Law.










	6.3	 	Adjustments






	 	 	The Manager must promptly create an adjustment note for, or apply to the Commissioner for,
a refund of, and refund to the Company any overpayment by the Company for GST, but the
Manager need not refund to the Company any amount for GST paid to the Commissioner unless
the Manager is entitled to a refund or credit of that amount.










	7.	 	LIABILITIES AND INDEMNITIES










	7.1	 	Disclaimer of implied warranties






	 	 	Except to the extent that applicable law provides otherwise, the Manager disclaims all
warranties. To the maximum extent permitted by applicable law, all conditions and
warranties that would be implied (by statute, general law, custom or otherwise) are
expressly excluded.










	7.2	 	Implied warranties and conditions






	 	 	If any condition or warranty is implied into this agreement under the Trade Practices Act
1974 (Cth) or under any equivalent legislation, and cannot be excluded, the liability of
the Manager for breach of the condition or warranty is limited to one or more of the
following, at the option of the Manager:






	 	(a)	 	in the case of goods:






	 	(i)	 	the replacement of the goods or the supply of equivalent
goods;
	 
	 	(ii)	 	the repair of the goods;
	 
	 	(iii)	 	the payment of the cost of replacing the goods or of
acquiring equivalent goods; or
	 
	 	(iv)	 	the payment of the cost of having the goods repaired; or






	 	(b)	 	in the case of services:






	 	(i)	 	the supplying of the services again; or
	 
	 	(ii)	 	the payment of the cost of having the services supplied again.










	7.3	 	No liability for consequential loss






	 	 	Under no circumstances is the Manager liable for any special, indirect, incidental,
consequential or economic Loss (including loss of profits, revenue, savings, opportunity or




7









Table of Contents











Blake Dawson

 






	 	 	goodwill), even if the possibility of such a Loss being suffered has been
brought to the attention of the Manager.










	7.4	 	Release from and indemnity against Claims






	 	 	To the extent permitted by law, the Company releases the Manager from, and must indemnify
the Manager against, any Loss, Claim or Liability brought against, incurred or suffered by
the Manager arising directly or indirectly in connection with the provision of the Services
by the Manager except to the extent that the relevant Loss, Claim or Liability is caused by
or contributed to by the negligence of the Manager in providing the Services.










	8.	 	TERMINATION










	8.1	 	Termination by agreement
	 
	 	 	This agreement may be terminated by the agreement in writing of the parties.










	8.2	 	Termination by the Manager
	 
	 	 	The Manager may terminate this agreement immediately by notice to the Company if the
Company breaches an obligation to pay money when due under this document and does not
rectify that breach by paying the amount due, accrued up to the date of payment, within 2
weeks of receiving notice from the Manager requiring payment.










	8.3	 	Termination by the Company
	 
	 	 	The Company may terminate this agreement immediately by notice to the Manager if the
Manager breaches an obligation under this agreement in a significant respect and does not
rectify that breach within 2 weeks of receiving notice from the Company requiring
rectification.










	8.4	 	Termination by either Party






	 	 	Either party may terminate this agreement:






	 	(a)	 	immediately by notice to the other party, if an Insolvency Event occurs in
respect of that other party; or
	 
	 	(b)	 	if permitted by clause 10 (Force Majeure); or
	 
	 	(c)	 	by giving at least one month’s notice to the other party, specifying
the date of termination.










	8.5	 	Claims, rights and obligations
	 
	 	 	Ending of the Term or termination of this document does not affect:






	 	(a)	 	any Claim either party may have against the other in respect of anything done
or required to be done before the end of the Term, or before termination; or
	 
	 	(b)	 	rights or obligations under the following clauses:






	 	1	 	Interpretation
	 
	 	4	 	Manager’s Status
	 
	 	5	 	Charges and Payment
	 
	 	6	 	GST
	 
	 	7	 	Liabilities and Indemnities
	 
	 	9	 	Confidentiality
	 
	 	11	 	Notices
	 
	 	12	 	Amendment and Assignment




8









Table of Contents











Blake Dawson

 






	 	13	 	General










	9.	 	CONFIDENTIALITY










	9.1	 	Confidential Information






	 	 	Subject to clause 9.4, the Manager must not, and must take reasonable steps to ensure that
the Personnel do not, without the Company’s permission or where necessary to perform the
Services:






	 	(a)	 	use any Confidential Information;
	 
	 	(b)	 	disclose any Confidential Information to anyone else; or
	 
	 	(c)	 	make copies of materials incorporating any Confidential Information.










	9.2	 	Return of Confidential Information






	 	 	The Manager must delete, destroy or return to the Company all Confidential Information or
materials incorporating Confidential Information within 5 Business Days of receiving a
request from the Company to do so.










	9.3	 	Terms of this document






	 	 	Subject to clause 9.4, neither party may, without the consent of the other party, disclose
the terms of this document to any other person.










	9.4	 	Exceptions






	 	 	A party may disclose or use information, which it would otherwise be prevented from
disclosing or using under clause 9.1 or 9.3, where required to do so by law or by the rules
of a stock exchange but, as far as practicable, must notify the other party in advance of
its intention to do so and take such steps as the other party reasonably requires to
protect the confidentiality of the information.










	10.	 	FORCE MAJEURE










	10.1	 	Notice and suspension of obligations






	 	 	If a party to this document is affected, or likely to be affected, by a Force Majeure
Event:






	 	(a)	 	that party must immediately give the other party prompt notice of that
fact including:






	 	(i)	 	full particulars of the Force Majeure Event;
	 
	 	(ii)	 	an estimate of its likely duration;
	 
	 	(iii)	 	the obligations affected by it and the extent of its effect on those obligations; and
	 
	 	(iv)	 	the steps taken to rectify it; and






	 	(b)	 	the obligations under this document of the party giving the notice are
suspended to the extent to which they are affected by the relevant Force Majeure Event as long
as the Force Majeure Event continues.




9









Table of Contents











Blake Dawson

 










	10.2	 	Effort to overcome
	 
	 	 	A party claiming a Force Majeure Event must use its best endeavours to remove, overcome or
minimise the effects of that Force Majeure Event as quickly as possible. However, this does
not require a party to settle any industrial dispute in any way it does not want to.










	10.3	 	Alternative supply
	 
	 	 	During any period in which a party to this document is not performing obligations because
of a claimed Force Majeure Event, the other party may (but need not) make alternative
arrangements for the performance, whether by another person or otherwise, of any obligation
which the party claiming the Force Majeure Event is not performing without incurring any
liability to that party.










	10.4	 	Termination
	 
	 	 	If a Force Majeure Event continues for more than 6 months, either party may terminate this
document by giving at least 1 month notice to the other party.










	11.	 	NOTICES






	 	(a)	 	A notice, consent or other communication under this document is only
effective if it
is in writing, signed and sent to the addressee by mail or fax. If it is sent by
mail, it
is taken to have been received 5 Business Days after it is posted. If it is sent by
fax, it is taken to have been received when the addressee actually receives it in
full
and in legible form.
	 
	 	(b)	 	A person’s address and fax number are those set out below, or as the
person
notifies the sender:





	 	 	 
	Manager
	 	 
	Address:

	 	GPO Box 905, Brisbane QLD 4001, Australia
	Fax number:

	 	+61 7 3318 9203
	Attention:

	 	Chief Financial Officer
	 
	 	 
	Company
	 	 
	Address:

	 	PO Box 789, Port Moresby, Papua New Guinea
	Fax number:

	 	+675 321 4705 or +675 9864 018
	Attention:

	 	Accounting Manager











	12.	 	AMENDMENT AND ASSIGNMENT










	12.1	 	Amendment
	 
	 	 	This document can only be amended, supplemented, replaced or novated by another
document signed by the parties.










	12.2	 	Assignment






	 	(a)	 	The Company may only dispose of, declare a trust over or otherwise create an
interest in its rights under this document with the prior written consent of the
Manager.
	 
	 	(b)	 	The Manager may dispose of, declare a trust over or otherwise create an
interest
in its rights under this document without the consent of the Company, and may
disclose to any potential holder of the right or interest any information relating
to this document or any party to it.







10









Table of Contents








Blake Dawson

 










	13.	 	GENERAL










	13.1	 	Governing law






	 	(a)	 	This document is governed by the law in force in Queensland, Australia.
	 
	 	(b)	 	Each party submits to the non-exclusive jurisdiction of the courts exercising
jurisdiction in the State of Queensland, and any court that may hear appeals from
any of those courts, for any proceedings in connection with this document, and
waives any right it might have to claim that those courts are an inconvenient forum.










	13.2	 	Liability for expenses
	 
	 	 	Each party must pay its own expenses incurred in negotiating, executing, stamping and
registering this document.










	13.3	 	Giving effect to this document
	 
	 	 	Each party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this document.










	13.4	 	Waiver of rights






	 	 	A right may only be waived in writing, signed by the party giving the waiver, and:






	 	(a)	 	no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of
the right;
	 
	 	(b)	 	a waiver of a right on one or more occasions does not operate as a waiver of
that right if it arises again; and
	 
	 	(c)	 	the exercise of a right does not prevent any further exercise of that right
or of any other right.










	13.5	 	Severability






	 	 	Any provision of this document which is unenforceable or partly unenforceable is, where
possible, to be severed to the extent necessary to make this document enforceable, unless
this would materially change the intended effect of this document.










	13.6	 	Operation of indemnities






	 	(a)	 	Each indemnity in this document survives the expiry or termination of
this document.
	 
	 	(b)	 	A party may recover a payment under an indemnity in this document
before it
makes the payment in respect of which the indemnity is given.










	13.7	 	GST on claims






	 	(a)	 	If the Company is liable to pay GST on any supply by the Company to the
Manager under this document, the Manager must pay to the Company an amount
equal to that GST, and indemnify the Company against that GST, in exactly the
same way as the Company must so do for any GST the Manager is liable for, and
clause 6 then applies to that GST as if the Manager was the Company, and the
Company was the Manager.
	 
	 	(b)	 	If a party provides a payment for or any satisfaction of a claim or a right to
claim under or in connection with this document (for example, for a breach of any







11









Table of Contents








Blake Dawson

 






	 	 	 	warranty or for indemnity or for reimbursement of any expense) that gives rise
to a liability to pay GST, the provider must pay, and indemnify the claimant on
demand against the amount of that GST.
	 
	 	(c)	 	If a party has a claim under or in connection with this document for a cost
on which
that party must pay an amount for GST, the claim is for the cost plus the amount
for GST (except any amount for GST for which that party is entitled to an input tax
credit).
	 
	 	(d)	 	If a party has a claim under or in connection with this document whose amount
depends on actual or estimated revenue or which is for a loss of revenue, revenue
must be calculated without including any amount received or receivable as
reimbursement for GST (whether that amount is separate or included as part of a
larger amount).










	13.8	 	Consents






	 	 	Where this document contemplates that the party may agree or consent to something
(however it is described), the party may:






	 	(a)	 	agree or consent, or not agree or consent, in its absolute discretion; and
	 
	 	(b)	 	agree or consent subject to conditions,
	 
	 	unless this document expressly contemplates otherwise.










	13.9	 	Statements by the Manager






	 	 	A statement by the Manager on any matter relating to this document (including any amount
owing by the Company) is conclusive unless clearly wrong on its face.










	13.10	 	Attorneys






	 	 	Each person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney.






12











Table of Contents





Blake Dawson

 









Schedule 1




(Clause 1.1)








SERVICES



The Services comprise:





	1	 	Representation and Liaison






	 	(a)	 	Representing the Company in discussions, negotiations, conferences and briefings.
	 
	 	(b)	 	Conducting investor relations and liaising with shareholders of the Company.
	 
	 	(c)	 	Liaising with Stock Exchanges.
	 
	 	(d)	 	Liaising with community related bodies.






	2	 	Banking and credit arrangements
	 
	 	 	When requested by the Company, negotiating with banks and other financial institutions for new
or amended banking, loan and credit arrangements for the Company.






	3	 	Procurement of Goods and Services






	 	(a)	 	Sourcing goods (including consumables) and services for the Company or any of
its operations.
	 
	 	(b)	 	Conducting tenders for such goods and services.
	 
	 	(c)	 	Negotiating with contractors and suppliers.






	4	 	Recruitment
	 
	 	 	Assisting the Company with the recruitment of executive officers and employees and the
engagement of agents and contractors, including assistance with obtaining the necessary
immigration clearances for working in PNG, but only if those persons are appointed under a
contract with the Company and perform those services in PNG.
	 
	5	 	Marketing of products
	 
	 	 	Assisting the Company with sales of gold and other products.
	 
	6	 	Taxation services






	 	(a)	 	Preparing tax returns and all associated documents for the Company and its
controlled entities outside Papua New Guinea.
	 
	 	(b)	 	Providing general taxation advice.






	7	 	Strategic services
	 
	 	 	Assisting the Company to identify and analyse strategic options and commercial opportunities,
and obtaining when requested by the Company services to assist with this process.
	 
	8	 	Accounting Services
	 
	 	 	Assisting the Company to meet its accounting and reporting obligations including preparing
financial statements, budgets, forecasts and strategic business plans and general accounting
advice.
	 
	9	 	IT & Telecommunications
	 
	 	 	Providing advice, support, procurement and maintenance services in relation to the
Company’s information technology and telecommunications.




13









Table of Contents











Blake Dawson

 






	10	 	Organisational Development
	 
	 	 	Providing advice on group wide organisational development including training and learning and
development for employees.
	 
	11	 	Administration and Travel
	 
	 	 	Assisting the Company with administration services including, but not limited to, payroll and
accounts payable and travel bookings.
	 
	12	 	Legal
	 
	 	 	Provision of legal advice to the Company to ensure a legally compliant and commercially
practicable outcome of issues within a professional and ethical framework.





14









Table of Contents





Blake Dawson

 





Schedule 2




(Clause 5)








CHARGES AND PAYMENT





	1.	 	Recovery of direct and indirect costs
	 
	1.1	 	Subject to clause 2 of this Schedule, the Company must pay the Manager an amount equal
to all direct and indirect costs incurred by the Company in providing the Services.
	 
	1.2	 	Direct and indirect costs include, but are not limited to:






	 	(a)	 	Salaries, wages and other benefits payable or provided to employees,
secondees
and consultants of the Manager or its Affiliates who are engaged in providing the
Services, or a proportionate amount in respect of those engaged part time in
providing the Services.
	 
	 	(b)	 	Public holidays, leave, sickness and disability benefits, long service leave,
superannuation, workers’ compensation and other insurance premiums, and other
charges and allowances referable to the salaries and wages chargeable under
paragraph 1.2(a), or to the engagement of persons referred to in paragraph 1.2(a).
These costs must be charged on a “when and as paid basis” or by “percentage
assessment” (at a rate reasonably determined by the Manager on the basis of its
cost experience).
	 
	 	(c)	 	Taxes imposed on the Company or on an Affiliate of the Company by reference
to the salaries and wages referred to in paragraph 1.2(a).
	 
	 	(d)	 	All material and equipment costs, which are to include transport costs,
Taxes, charges and a charge for depreciation reasonably determined by the Manager, for
equipment or premises shared or provided part-time or temporarily by the
Manager.
	 
	 	(e)	 	All fees, expenses and costs paid to third parties.
	 
	 	(f)	 	All legal expenses and expenses of other professional advisers (including but
not limited to accountants, auditors, engineers and consultants) incurred by the
Manager in the course of or arising out performance of this agreement, on a full
indemnity basis.






	2.	 	Allocation of Costs by the Manager
	 
	 	 	Direct and indirect costs incurred by the Manager (whether providing the Services or
otherwise) are to be apportioned between operations based on a reasonable methodology which
may consider time, production or costs (among other things and from time to time). The
Company must pay that proportion of the Manager’s direct and indirect costs as are
attributable to operations or Projects of the Company from time to time.
	 
	3.	 	Gross up for Tax (except GST)
	 
	 	 	Amounts payable by the Manager will be grossed-up as appropriate, or additional amounts
paid by the Company, to ensure that the Manager is fully indemnified in respect of any Tax
(other than an amount of GST for which the Manager is indemnified under clause 6 of this
document) payable in relation to the Services, materials supplied or amounts payable by the
Company.




15









Table of Contents











Blake Dawson

 






	4.	 	Invoicing
	 
	 	 	The Manager may invoice the costs referred to in paragraph 1 of this schedule at or after
the end of the month in which they are incurred. Where costs are not attributable to a
particular month, the Manager may apportion them in a reasonable manner and invoice the
appropriate portion at such times as it reasonably determines.
	 
	5.	 	Margin
	 
	 	 	Subject to clause 2 of this Schedule, the Company must also pay to the Manager a percentage
of the Manager’s overhead expenses reasonably determined by the Manager and incurred in
providing the Services, to the extent those overhead expenses are not covered by paragraphs
1.2(a) to 1.2(f) above. This percentage shall be calculated on a commercial, arms length
basis and will be communicated by the Manager to the Company from time to time. The
percentage to be charged may be different depending on the nature of the Services being
provided by the Manager.




16









Table of Contents











Blake Dawson

 





Schedule 3




Clause 2.4








PROJECTS





	1.1	 	General Management and Corporate Services
	 
	1.2	 	MOPU
	 
	1.3	 	Enterprise Risk Management Implementation
	 
	1.4	 	Ellipse Implementation





SERVICES



Project
1.1 — General Management and Corporate Services



The Services are as set out in Schedule 1 for this Project.




Project
1.2 — MOPU Services




The Services comprise:





	1.2.1	 	Design
	 
	 	 	Provision of front end engineering and design services for the upgrade to the processing
plant at LGL’s Lihir operation.
	 
	1.2.2	 	Procurement
	 
	 	 	Procurement of all plant, material and labour to facilitate the timely construction
of the upgrade to the processing plant at LGL’s Lihir operation, including:






	 	(a)	 	Sourcing goods (including consumables) and services for the Company.
	 
	 	(b)	 	Conducting tenders for such goods and services.
	 
	 	(c)	 	Negotiating with contractors and suppliers.






	1.2.3	 	Project Management
	 
	 	 	Project management services generally for the MOPU project and associated infrastructure
works on Lihir Island.
	 
	1.2.4	 	Government Liaison
	 
	 	 	Representing the Company in discussions, negotiations, conferences and briefings with the
PNG Government for the MOPU project





Project
1.3 — Enterprise Risk Management Implementation Services




The Services comprise:





	1.3.1	 	Procurement
	 
	 	 	Procurement of an enterprise risk management software solution including market
analysis, testing, needs definition and negotiation with suppliers and contractors.
	 
	1.3.2	 	Implementation
	 
	 	 	Implementation of the policies and procedures to underpin an enterprise risk management
system for the Company, including:





17









Table of Contents





Blake Dawson

 






	 	(a)	 	project managing the implementation and integration of the chosen software
solution;
	 
	 	(b)	 	identification and analysis of risks at the Company’s operations; and
	 
	 	(c)	 	ongoing testing of those policies and procedures to ensure effectiveness.






	1.3.3	 	User training
	 
	 	 	Providing ongoing user training to the Company’s employees and other operations in the
use of and effective management of the enterprise risk management system.





Project 1.4 — Ellipse Implementation Services





The Services comprise:




	1.4.1	 	Procurement
	 
	 	 	Procurement of and refinements to the Company’s enterprise wide resource management
software solution , Ellipse, including market analysis, testing, needs definition and
negotiation with suppliers and contractors.
	 
	1.4.2	 	Implementation
	 
	 	 	Implementation of the policies and procedures to underpin an enterprise wide resource
management system, Ellipse, for the Company, including:






	 	(a)	 	project managing the implementation and integration of the chosen software solution
including enhancements and additional functionality of that software;
	 
	 	(b)	 	ongoing needs analysis to ensure the system delivers to its available functionality
within the business’ needs.






	1.4.3	 	User training
	 
	 	 	Providing ongoing user training to the Company’s employees and other operations in the
use of and effective management of the enterprise wide resource management system.




18









Table of Contents











Blake Dawson

 





	 	 	 
	EXECUTED as an agreement.
	 	 
	 
	 	 
	SIGNED for Lihir Services Australia Pty
Limited ACN 116 067 611, by its duly
authorised officer, in the presence of:

	 	/s/ Arthur Hood
	 

	 	 
	 

	 	Signature of officer
	 
	 	 
	/s/ Graham Foccand

	 	Arthur Hood
	 

	 	 
	Signature of witness

	 	Name
	 
	 	 
	Graham Foccand
	 	 
	 

Name

	 	 
	 
	 	 
	SIGNED for Lihir Gold Limited ARBN 069
803 998, by its duly authorised officer, in
the presence of:

	 	/s/ Noel Foley
	 

	 	Signature of officer
	 

	 	 
	 
	 	 
	/s/ Phil Baker

	 	Noel Foley
	 

	 	 
	Signature of witness

	 	Name
	 
	 	 
	Phil Baker
	 	 
	 

Name

	 	 







19