Master Lease Facility Agreement
           ©
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Date 14 June 2007
 Parties
 1.
    
    Morobe Consolidated Goldfields Limited incorporated in Papua New Guinea
of Level 4, Mogoru Moto Building, Champion Parade, (PO Box 850) Port Moresby,
Papua New Guinea (the Lessee);and2.
    
    Westpac Bank PNG Limited of Level 9, Deloitte Tower, Douglas Street,
Port Moresby NCD, Papua New Guinea as lessor under the Master Lease
Agreement (Westpac).
 Recitals
 A
    
    As arranged by Westpac Institutional Bank, a division of Westpac
Banking Corporation (the Arranger) Westpac Bank PNG Limited
(Westpac) is
pleased to offer Morobe Consolidated Goldfields Limited (the
Lessee) a master
lease facility on the following terms.
  MASTER LEASE DETAILS
 Lessee:
    
    Morobe Consolidated Goldfields Limited.Facility Limit:
    
    US$31,000,000 as reduced or cancelled under clauses 2.3 and 4.3.Term:
    
    This master lease facility will expire on 30 June 2013 or such other date
agreed between the parties and is terminable on notice by Westpac
following an Event of Default. That does not affect any Lease previously
entered into under this master lease facility.Individual Leases shall have a term not exceeding five (5) years and 91
days from the Delivery Date.
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1.
    
    THE FACILITY1.1
    
    Facility
  1.2 Conditions Precedent
   w
    
    sign and return a copy of this Agreement to Westpac;w
    
    provide to Westpac a duly executed copy of the Intercreditor Deed and certified copies of
each Project Document which has been entered into on or before the date of this Agreement;w
    
    deliver a verification certificate to Westpac dated no later than the date of this Agreement
substantially in the form of Schedule 4A with the required attachments;w
    
    procure that HGMC and HGM each delivers a verification certificate to Westpac dated no later
than the date of this Agreement substantially in the form of schedule 4B with the required
attachments;w
    
    provide evidence to Westpac that all Authorisations and consents necessary for each party to
enter into and perform its obligations under the Bank Documents have been obtained and are in
full force and effect;w
    
    provide evidence to Westpac that all shareholder loans to the Lessee outstanding prior to the
date of this Agreement have been converted to equity;w
    
    provide evidence (including providing certificates of currency for each insurance policy) to
Westpac that the Equipment has been or will be insured in accordance with clause 6.7 of
schedule 3 (Schedule of Lease Terms);w
    
    provide to Westpac the Deed of Assignment, duly executed by all parties to it (except
Westpac);w
    
    procure that Komatsu duly executes the Komatsu Guarantee and deliver a certified copy to
Westpac;
   w
    
    be satisfied as to the financial capability of Komatsu to support the obligations that arise
as guarantor of the Contractor under the Sell Back Option and the Maintenance Contract and its
own obligations under the Komatsu Guarantee;w
    
    be satisfied as to the financial capability of the Contractor to support its own
obligations under the Sell Back Option and the Maintenance Contract;w
    
    be satisfied with Project economics as evidenced by the Financial Model and mine plan as at
the date of execution of this Agreement;w
    
    be satisfied that the Project complies with the World Bank Guidelines;w
    
    procure from Aliens Arthur Robinson in Port Moresby and Sydney opinions as to the Bank
Documents and their enforceability under New South Wales, Australian and Papua New Guinea law,
which opinion shall be in form and substance satisfactory to Westpac;
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w
    
    receive from the Lessee an opinion procured by the Lessee from Legal counsel approved by
Westpac as to:
 (a)
    
    Singapore law in relation to the Komatsu Guarantee;(b)
    
    South African law in relation to HGMCs entry into the Intercreditor Deed; and(c)
    
    Isle of Man law in relation to the Project Lenders entry into the Intercreditor Deed,
 which opinions shall be in form and substance satisfactory to Westpac; andw
    
    receive from the Lessee such other information as may reasonably be requested by Westpac and
Westpac must be satisfied with that information.
  w
    
    provide Westpac with a completed and duly executed Lease Request in accordance with clause
2.2;w
    
    pay the Order Instalment in respect of that item of Equipment to Westpac on or before the
Order Date for that item;w
    
    provide Westpac with completed and executed equipment documentation in respect of the
relevant item of Equipment;w
    
    either:
 (i)
    
    provide to Westpac cash security to the satisfaction of Westpac equivalent to 12
months Rent Instalments (at a rate to be advised by Westpac calculated assuming that
Leases are entered into for the full Facility Limit with a Base Rate as for the Term
Instalments and assuming the Delivery Date is the date on which the relevant Lease
is prepared); or(ii)
    
    provide Westpac with a certificate signed by 2 directors of the Lessee indicating
that the Project is fully funded to date and there are available sufficient funds
to satisfy the financial requirements of the Project to Project Completion;
 w
    
    in respect of the first Lease only following the entry into a new Maintenance Contract with a
new maintenance contractor, provide a certified copy of that Maintenance Contract to Westpac
and satisfy Westpac as to the financial capacity of the new maintenance contractor to perform
its obligations under the new Maintenance Contract;w
    
    provide to Westpac certified copies of each Project Document which has not already been
provided under clause 1.2.1.1 (other than the Project Loan Agreement and Project Charge);w
    
    provide evidence to Westpac of the payment of all fees and expenses which are due; andw
    
    provide Westpac with the financial statements and financial information for the Lessee and
HGMC and such other information in relation to the Lessee, or any other party to the Bank
Documents or the Project Documents as may reasonably be requested by Westpac and Westpac must
be satisfied with that information;
  w
    
    no Event of Default is subsisting or will result from the drawdown, or event which with
notice or time would become an Event of Default;w
    
    no event or change has occurred to the Lessee or any other party to the Bank Documents or the
Project Documents that has or would be likely to have a Material Adverse Effect;w
    
    drawdown will not cause the Facility Limit to be exceeded; andw
    
    each representation and warranty in the Bank Documents is true and correct in all material
respects and not misleading nor deceptive in any material respect as of the date of the
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1.2.3 The parties shall use their respective reasonable endeavours to satisfy the conditions
precedent in clause 1.2.1 as soon as practicable after the execution of this Agreement. Each party
shall notify the other party as soon as practicable after each condition precedent has been
satisfied or fulfilled by such party and Westpac shall give notice to the Lessee when all of the
conditions precedent in clause 1.1.1 have been satisfied or waived. The conditions are for the
benefit of Westpac and may be waived in whole or in part by Westpac by notice to the Lessee in
writing. The Lessee shall bear the reasonable costs of procuring the opinions described in clause
1.2.1.2.1.2.4 If the conditions precedent in clause 1.2.1 are not each satisfied or waived within 30 days
from the date of execution of this Agreement (or such later date as the parties may agree in
writing) then either party shall have the right to immediately terminate this Agreement by giving
written notice to the other party to that effect. If the Agreement is terminated in accordance with
this clause, no party will have any further obligation to the other parties and the parties will
have no claim against each other, except, in the case of Westpac any claim against the Lessee in
respect of outstanding fees, costs and expenses under clause 4 of this Agreement or indemnities
under clause 5.4 of the Lease Terms.
 2.
    
    LEASING PROCEDURES
 2.1
    
    Purchase of Equipment
 *
    
    (Order) The Equipment shall be ordered by the Lessee in accordance with the
Supply Contract.*
    
    (purchase) The Equipment shall be purchased by Westpac in accordance with the
Supply Contract.*
    
    (title) Property in Equipment purchased under this Agreement shall pass directly
from the Contractor to Westpac.*
    
    (payment of purchase price) Subject to the fulfilment of the conditions
precedent in clause 1.2.2:
 (a)
    
    Westpac must pay the Order Instalment to the Contractor on the Order Date;(b)
    
    and the receipt by Westpac on or before the Shipping Date of the
Drawdown Notice for the Shipping Instalment, the relevant Contractors invoice and
Bill of Lading in respect of the relevant item of Equipment and the Escrow Portion
and 15% of the Estimated PNGP from the Lessee, Westpac must pay the Shipping
Instalment to the Contractor on the Shipping Date; and(c)
    
    and the receipt by Westpac of the Drawdown Notice for the PNGP, the
relevant Contractors invoice from the Lessee and a copy of the relevant
Handover Certificate and the PNGP Adjustment (if owing to Westpac in accordance
with clause 5.10(a)), Westpac must pay the PNGP to the Contractor.
 *
    
    (escrow portion) Westpac will hold the Escrow Portion in escrow and pay the
Escrow Portion to the Contractor in accordance with the provisions of the Supply
Contract.*
    
    (Estimated PNGP) On or before the Shipping Date, the Lessee shall provide
Westpac with all information with regard to the PNGP received from the Contractor and
any other relevant information in that regard and Westpac and the Lessee shall agree the
Estimated PNGP on the basis of such information.
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2.2
    
    Lease Request
 
    
    When the Lessee wishes to lease an item of Equipment the Lessee shall give to Westpac a
Lease Request on or prior to the Order Date. The Lease Request shall request that
Westpac prepares a Lease for the relevant item of Equipment and the Lessee shall
provide Westpac with the information described in clause 1.2.2.
    
    Westpac shall prepare the Lease if the conditions precedent in clause 1.2.2 have been
satisfied and deliver it to the Lessee.
    
    Following receipt of the Lease from Westpac, the Lessee shall promptly sign and return
it to Westpac. If the person who signs the Lease is not a person referred to in the
verification certificate, the Lessee must supply evidence satisfactory to Westpac of
the authority of that person.
    
    When the Lessee wishes to make a drawing in respect of an item of Equipment, the
Lessee shall give to Westpac a Drawdown Notice. That Drawdown Notice must be received
by Westpac by 11.00am (Port Moresby time) 3 Business Days (or such shorter period as
Westpac may agree) before the proposed Drawdown Date which must be a Business Day
during the Availability Period.
    
    On the proposed Drawdown Date but only if all requirements of this Agreement have been
satisfied including the conditions precedent in clause 1.2.2, Westpac will make
available to the Lessee the amount requested in the Drawdown Notice up to a maximum
(in aggregate with any other Drawdown Notice in respect of the same item of Equipment)
of the Funded Amount
    
    The Lessee shall ensure that there is delivered to Westpac no later than the Drawdown
Date if required, a tax invoice for the Equipment which satisfies any applicable
requirements (if any) of Westpac.
 2.3
    
    Form of Lease
 *
    
    Each Lease will be in substantially the form of Schedule 5.*
    
    The Base Rate for the Rent Instalments will be as set out in Schedule 5 (item 12).*
    
    The Term Instalments will be specified in the Details Schedule, and will be
determined by Westpac having regard to its normal procedures, but so as to achieve a
limit in the total underlying principal amount of all Leases so that the aggregate does
not exceed the following amounts on the following dates:
 Reduction Date
    
    LimitInitial
    
    $31,000,000June 30, 2009
    
    $26,000,000March 31, 2010
    
    $21,000,000December 31, 2010
    
    $16,000,000September 30, 2011
    
    $11,000,000June 30, 2012
    
    $6,000,000March 31, 2013
    
    $1,000,000
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2.4
    
    General
  
    
    The Lessee is responsible for ensuring that Westpac obtains good and unencumbered
title to all Equipment purchased pursuant to this clause.
    
    The Lessee cannot commit Westpac to any contract with an obligation to another party.
Its authority is only to acquire a good and unencumbered title in Equipment for
Westpac.
    
    The Lessee will indemnify Westpac on demand against any liability, cost or expense
incurred in connection with any defect in Westpacs title to any Equipment the subject
of a Lease.
 2.5
    
    Authority
  
    
    any document or communication bearing a signature that appears to Westpac to be one
of the specimen signatures of the Lessee; and
    
    anything done by Westpac in accordance with this Agreement.
  2.6
    
    Exclusivity
  3.
    
    REPRESENTATIONS AND UNDERTAKINGS
  4.
    
    FEES AND EXPENSES4.1
    
    Establishment Fee
  4.2
    
    Line Fee
  4.3
    
    Cancellation of Facility Limit
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4.4
    
    Expenses
  5.
    
    AGENCY
 (a)
    
    Pursuant to the execution of the Deed of Assignment, the Lessee has
assigned the Assigned Property to Westpac.(b)
    
    Westpac appoints the Lessee as its sole agent, until termination under
paragraph (f), to exercise on behalf of Westpac all of the rights in respect of the
Assigned Property (unless otherwise specified).(c)
    
    Until the agency in paragraph (b) is terminated in accordance with paragraph
(e), the Lessee is entitled to retain when made any recovery or benefit resulting from
the enforcement of any such rights and will pay, and indemnifies, Westpac against, all
costs, expenses, liabilities, losses and charges incurred in connection with the
enforcement or purported enforcement of any such rights.(d)
    
    The Lessee agrees to promptly and effectively enforce all claims and rights
referred to in paragraph (a) at all times during the term of its appointment under
paragraph (b) in relation to an item of Equipment where the non-enforcement or delayed
enforcement of a claim or right might result in a material diminution in the value,
condition or utility of that item of Equipment.(e)
    
    If the Lease is terminated under clause 9.1, after an Event of Default occurs
or at any other time, Westpac may terminate or limit the agency created by this clause
by written notice to the Lessee specifying the date of such termination or limitation
(and providing details of any limitation in the Lessees exercise of its agency powers
under paragraph (b)).(f)
    
    The Lessee agrees to promptly and duly execute and deliver any and all such
further documents or agreements and take such further action as may be necessary or
desirable in order to give full effect to the assignment under this clause.
 6.
    
    SCHEDULE OF LEASE TERMS
 *
    
    The Lease Terms apply to each Lease as if a reference to this Leasein that schedule is a
reference to the particular Lease.*
    
    Clauses 5.1 to 5.6 (inclusive), 5.9, 8.1 and 10 of the Lease Terms apply to this Agreement
as if a reference to this Leasewere a reference to this Agreement.
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Signed WESTPAC BANK PNG LIMITED
 /s/ Ross Hammona

(sign here)
I have no notice of the revocation of the power of attorney.
Name: Ross Hammona
Attorney
    
    (SIGNATURE)
   /s/ Graham Paul Briggs
    
    
    
    /s/ William Mervyn Wasley(sign here)
    
    
    
    (sign here)Title: Director
    
    
    
    
    
    Title: DirectorName (please print):
    
    Graham Paul Briggs
    
    
    
    Name (please print):
    
    William Mervyn WasleyDirector
    
    
    
    
    
    Director
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SCHEDULE 1
 SCHEDULE OF DEFINITIONS AND INTERPRETATION
 Definitions
 Agreement
 Assigned Property
 Authorisation
 (a)
    
    any consent, registration, filing, lodgement, agreement, certificate,
notarisation, permission, licence, approval, authority or exemption, from by or with any
Governmental Agency; and(b)
    
    where a Governmental Agency can prohibit or restrict something if it acts within a
specified period after formal notification of it (for example lodgement, registration or
filing), the expiry of that period without that action.
 Authorised Officer
 (a)
    
    in respect of the Lessee any director, secretary or attorney, or any person from time to time
nominated as an Authorised Officer by its by a notice to Westpac accompanied by certified
copies of signatures of all new persons so appointed; and(b)
    
    in respect of Westpac, any person whose title or acting title includes the word Chief,
Counsel, Executive Head, Manager, Director or President orcognate expressions, or any
secretary or director.
 Availability Period
 Bank Document
 (a)
    
    the Master Lease Agreement;(b)
    
    any Lease entered into under the Master Lease Agreement;(c)
    
    the Komatsu Guarantee;(d)
    
    the PRI Policy;(e)
    
    the Intercreditor Deed;(f)
    
    the Sell Back Option;(g)
    
    the Deed of Assignment;(h)
    
    the Supply Contract;(i)
    
    any Maintenance Contract; or(j)
    
    any other document agreed to by Westpac and the Lessee from time to time.
  Base Rate
 Business Day
 Casualty and Termination Value
 CIF Lae Portion
 Compensation Agreement
 Contractor
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Deed of Assignment
 Details Schedule
 Delivery Date
 Drawdown Date
 Drawdown Notice
 Environmental Law
 Equipment
 Escrow Portion
 Estimated PNGP
 Event of Default
 Expiry Date
 Finance Debt
 (a)
    
    any indebtedness, present or future, actual or contingent in relation to money borrowed or
raised or any other financing;(b)
    
    any such indebtedness under or in respect of any of the following: a Guarantee, a
discounting arrangement, a finance lease or similar agreement, hire purchase, deferred
purchase price (for more than 90 days), or an obligation to deliver property or provide
services paid for in advance by a financier; and(c)
    
    exposure under any interest, commodity, securities, index, or currency exchange, option,
hedge, swap or other similar arrangement.
 Financial Model means
 Funded Amount means,
 Governmental Agency
 GST
 Guarantee
 Handover Certificate
 HGM
 HCMC
 Intercreditor Deed
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Interest Rate
 Komatsu
 Komatsu Guarantee
 Lease
 LeaseRequest
 Lease Terms
 Maintenance Contract
 Margin
 (a)
    
    on each day until Project Completion, 1.25% per annum; and(b)
    
    on that day and each day subsequently, 0.80% per annum.
 Master Lease Agreement
 Material Adverse Effect
 Memorandum of Agreement means
 Mining Easement
 Mining Easement Application
 Mining Lease
 Order Date
 Order
Instalment means
 PNGP or Papua New Guinea Portion
 Premises means
 PRI Policy
 Principal Outstanding
 Proceeds Account means an
 Project
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Project Charge
 Project Completion
 Project Document
 (a)
    
    the Compensation Agreement;(b)
    
    the Memorandum of Agreement;(c)
    
    the Project Loan Agreement;(d)
    
    the Project Charge;(e)
    
    the Mining Lease;(f)
    
    the Mining Easement, or if such easement has not been granted, the Mining Easement
Application;(g)
    
    the Sell Back Option;(h)
    
    any Maintenance Contract;(i)
    
    the Supply Contract;(j)
    
    the PRI Policy;(k)
    
    the Komatsu Guarantee;(I)
    
    any Authorisation necessary for the Lessee to execute and perform its obligations in
accordance with any agreement or security relating to this Agreement or in connection with
the Project, including all necessary approvals from Papua New Guinea Central Bank (including
for offshore bank accounts) and an environment permit under the Environment Act 2000 (PNG);(m)
    
    any document issued under any Project Document; or(n)
    
    any other document agreed to by Westpac and the Lessee from time to time and any amendment
or replacement of any of them or any document issued under any of them.
 Project Lender
 Project Loan Agreement
 Rent Instalment
 Rent Instalment Date
 Residual Value
 Security Interest
 Sell Back Option
 Shipping Date
 Shipping
Instalment
 Subsidiary
 Supply Contract
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tax
 World Bank Guidelines
 Interpretation
  w
    
    A reference to a party to this document or another agreement or document includes the partys
successors and permitted substitutes or assigns.w
    
    A reference to writing includes a facsimile transmission and any means of reproducing words
in a tangible and permanently visible form.w
    
    Mentioning anything after including, includesor includingor after examples does not limit
what else might be included.w
    
    A reference to conduct includes an omission, statement or undertaking, whether or not in
writing.
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SCHEDULE 2
 SCHEDULE OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
  1. REPRESENTATIONS AND WARRANTIES
  (a)
    
    (Status)It is incorporated in the place stated by it. Each Bank Document is its binding
obligation enforceable against it, and does not breach any document or agreement binding on it
or any law.(b)
    
    (Authority)It has full power and authority to enter into and perform the Bank Documents and
Project Documents to which it is a party. No further corporate action is necessary for it to
be bound under any Bank Document. Each person held out in a verification certificate
attached to a Bank Document or other document signed by a secretary or director as having that
authority, is authorised to sign a drawdown or other notice on its behalf.(c)
    
    (Information)All information provided to Westpac or the Arranger in respect of the Bank
Documents and to the insurers in respect of the PRI Policy by or on behalf of it or HGMC is
true in all material respects and is not by omission or otherwise misleading or deceptive in
any material respect. It has disclosed to Westpac and the Arranger everything known to it
material to Westpacs entry into the Master Lease Agreement and the Leases. It has
disclosed to the insurers under the PRI Policy everything known to it material to each
insurers entry into the PRI Policy.(d)
    
    (Accounts)Its and HGMCs most recent consolidated and unconsolidated accounts give a true
and fair view under generally accepted accounting principles. There has been no material
adverse change since the period they cover. They disclose all material Finance Debt and
material contingent liabilities.(e)
    
    (Litigation)No litigation, tax claim, dispute or other proceeding is current or, to its
knowledge, threatened which may have a Material Adverse Effect.(f)
    
    (No trustee)It is not a trustee of any trust, except for any implied constructive or
resulting trust which arises under its ordinary course of business.(g)
    
    (No default)There is no subsisting Event of Default, or event which with time or notice or
both would become an Event of Default.(h)
    
    (Environment Law)There is and has been nothing relating to it or its business or assets
which under any Environmental Law has given rise or may give rise to substantial expenditure
by it, a substantial claim against it or a requirement that it cease or substantially alter
a material activity.(i)
    
    (Taxes)It has paid all taxes payable by it, expect where it is disputing the taxes in
good faith where it has set aside sufficient reserves to pay such tax and failure to pay
such taxes will not have a Material Adverse Effect.(j)
    
    (Authorisation)It has in place all Authorisations necessary or advisable in connection
with the execution and performance on the Bank Documents and the Project Documents and the
conduct of the Project.(k)
    
    (Project Documents)All Project Documents are valid and binding, it is complying with
their terms, it has not received any notice or claim by any other party of a material
breach, or threatening termination or rescission.(I)
    
    (Compliance of Project)The Project as conducted, and as contemplated, complies materially
with all applicable laws (including Environmental Laws), and with World Bank Guidelines and
with the requirements of all relevant Authorisations and the Project Documents.
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(m)
    
    (Subsidiaries)It has no Subsidiaries.(n)
    
    (Solvency)No Event of Insolvency (as defined in the Sell Back Option) has occurred in
relation to it.(o)
    
    (Insurance)It has obtained insurance in accordance with the terms of Clause 6.7 of Schedule
3.(p)
    
    (Material Adverse Effect)Nothing has occurred which has or is likely to have a Material
Adverse Effect.(q)
    
    (Security)There is no Security Interest over any of its assets other than the Project
Charge and liens arising by operation of law.(r)
    
    (Use of proceeds)All proceeds of each drawdown of any part of the Funded Amount are to be
used or have been used (as applicable) to acquire the relevant item of Equipment.(s)
    
    (Transactions permitted)The execution and performance by it of the Bank Documents to which
it is expressed to be a party and each transaction contemplated under those documents did not
and will not violate in any respect a provision of:
 (i)
    
    a law or treaty or a judgment, ruling, order or decree of a Governmental
Agency binding on it;(ii)
    
    its constitution or other constituent documents; or(iii)
    
    any other document or agreement which is binding on it or its assets,
  (iv)
    
    create or impose a Security Interest on any of its assets; or(v)
    
    allow a person to accelerate or cancel an obligation with respect to Finance
Debt, or constitute an event of default, cancellation event, prepayment event or
similar event (whatever called) under an agreement relating to Finance Debt, whether
immediately or after notice or lapse of time or both.
 (t)
    
    (Investment Promotion Act)The Lessee holds a current certificate under the Investment
Promotion Act 1992 (PNG) and the activities it is conducting in respect of the Project and the
Bank Documents and the Project Documents are consistent with this certificate.
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2.
    
    UNDERTAKINGS
  (a)
    
    (Information)It will provide the following:
 (i)
    
    promptly after the end of each financial year (but not longer than 120 days
thereafter), copies of its consolidated and unconsolidated audited annual balance
sheet, cashflow statements and profit and loss statement certified by an Authorised
Officer of the Lessee, together with a certificate of the company signed by two
directors certifying as to whether an Event of Default subsists and that its
representations are true;(ii)
    
    promptly after each calendar quarter (but not longer than 45 days thereafter),
copies of its quarterly management accounts;(iii)
    
    promptly after each month in a form to be agreed with the Lessor, and in any
event within 20 days of the end of that month, copies of the monthly management
operating report for the month;(iv)
    
    within 14 days of receipt each year, copies of:
 (A)
    
    the Certificates of Currency for all insurances including the PRI Policy; and(B)
    
    the annual certificate and other supporting documentation
provided by the Contractor under clause S34.2 of the Maintenance Contract,
accompanied by a certificate of the company signed by two directors confirming
the contents of the certificate and other supporting documentation;
 (v)
    
    promptly, details of any substantial dispute between it and a Governmental
Agency, or a proposal by a Governmental Agency to compulsorily acquire all or a
substantial part of its assets;(vi)
    
    promptly following receipt, copies of each Handover Certificate;(vii)
    
    promptly, notice of any dispute with another party to a Project Document, any
material breach of a Project Document by any party, any allegation of a material
breach, any communication threatening or foreshadowing a possible termination,
rescission or acceptance of a repudiation of a Project Document or any amendment to or
variation of a Project Document;(viii)
    
    immediately, notice and written particulars of any failure to maintain the Equipment
in accordance with the requirements of the Sell Back Option and/or non-compliance with
those requirements;(ix)
    
    promptly, notice of any event of default or potential event of default
(howsoever described) under the Project Loan Agreement;(x)
    
    promptly, notice and written particulars of any litigation, arbitration, tax
claim, dispute or administrative or other proceeding in relation to it involving a
claim or series of claims exceeding US$1,000,000 or its equivalent or which may
otherwise have a Material Adverse Effect; and(xi)
    
    promptly, any other information reasonably requested by Westpac (including
information relating to the financial condition, operations and business of the
Lessee).
 Any account or statement provided to Westpac by the Lessee must give a true and fair view
and be prepared in accordance with applicable laws and generally accepted accounting
principles consistently applied.(b)
    
    (Notice of Default)It will notify Westpac as soon as it becomes aware of any Event of
Default, or any other event which with time or notice or both would become an Event of Default
(including any breach of a Bank Document).(c)
    
    (Assets)It will not dispose of all or any material part of its assets or an interest in
them or agree or attempt to do so (whether in one or more related or unrelated transaction).
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(d)
    
    (Authorisations)It will keep in force and comply with all Authorisations required in
relation to the performance and enforceability of the Bank Documents, the Project
Documents and in relation to the Project.(e)
    
    (Compliance with law)It will comply with all laws binding on it where failure to do so may
have a Material Adverse Effect.(f)
    
    (Compliance with Project Documents)It will comply in all material respects with all Project
Documents.(g)
    
    (No variation or termination of Project Documents)It will keep the Project Documents in
full force and effect. Except with the prior written consent of Westpac (not to be
unreasonably withheld), it will not:
 (i)
    
    amend or vary or consent to any amendment or variation of a Project Document,
provided that this undertaking shall not apply to any amendment or variation of the
Memorandum of Agreement, Mining Lease or Mining Easement where such amendment or
variation is initiated by a Government Agency;(ii)
    
    avoid, release, surrender, repudiate, terminate, rescind, discharge (other
than by performance) or accept the termination, rescission or repudiation of a Project
Document; or(iii)
    
    expressly or impliedly waive, or extend or grant any time or indulgence in
respect of, any provision of a Project Document.
 (h)
    
    (Enforcement of Project Documents)It will enforce each Project Document to which it is a
party and exercise its rights, authorities and discretions under those documents prudently
and while an Event of Default or event which with notice or time or both would become an
Event of Default subsists, in accordance with the directions (if any) of the Lender.(i)
    
    (World Bank Guidelines)It will comply with the World Bank Guidelines in relation to the
Project and the Equipment.(j)
    
    (Change of business)It will not substantially change the nature of the business or
businesses carried on by it as a whole. It will not take any action which would have that
effect, whether by disposal, acquisition or otherwise.(k)
    
    (Arms length dealings)It will not deal with any other party except at arms length for full
commercial consideration in the ordinary course of business.(I)
    
    (Insurance)It will keep in force insurance in accordance with clause 6.7 of schedule 3.(m)
    
    (Environmental Law)It will maintain procedures which in the opinion of Westpac are adequate
to monitor its compliance with Environmental Laws, the World Bank Guidelines or any
Authorisation under any of those laws, and circumstances which may give rise to a claim or a
requirement of substantial expenditure by it.It will promptly remedy any material breaches or circumstances referred to above.(n)
    
    (Negative Pledge)It will not grant or permit to subsist any Security Interest over
any of its assets except:
 (i)
    
    liens arising by operation of law, where the amounts secured by the lien is
paid when due, except where it is disputed in good faith and sufficient reserves
have been set aside to make payment of the disputed amount;(ii)
    
    the Project Charge provided that immediately after execution of the Project
Charge the Lessee will provide a certified copy of it to Westpac; or(iii)
    
    any other Security Interest described in annexure J of the Project Loan
Agreement provided that:
 (A)
    
    prior to the date of creation of the relevant Security
Interest, Westpac has consented to the terms of the instrument creating the
Security Interest in respect of which:
 (1)
    
    such consent may not be unreasonably
withheld other than as set out in sub-paragraph (2); and
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(2)
    
    such consent may be withheld if, in the reasonable opinion of
Westpac, such creation or existence of the relevant Security Interest
would adversely affect a right or interest of Westpac in respect of
the Equipment or its rights under the Bank Documents, the Supply
Contract or the Maintenance Contract or the ability of the Lessee to
perform its obligations under those documents in any material respect;
and
 (B)
    
    the Lessee has or will immediately after execution of
the instrument referred to in paragraph (A) provide a certified copy of it
to Westpac.
 (o)
    
    (Title Retention)It will not enter into an agreement with respect to the acquisition
of assets on title retention terms expect in the ordinary course of day-to-day trading.(p)
    
    (Sale and lease back)It will not sell or otherwise dispose of any of its assets to a
person were, under the terms of that sale or disposal, or under a related transaction, that
asset is or may be leased to it or any related Entity.(q)
    
    (Security Deposit)It will not deposit or lend money on terms that it will not be
repaid until its or another persons obligations or indebtedness are performed or discharged.
It will not deposit money with or lend money to a person (other than Westpac) to whom it is,
or is likely to become, actually or contingently indebted.(r)
    
    (Project Revenue)
 (i)
    
    It will ensure that all revenue of the Project, including all amounts
payable in relation to the sale of gold and other product of the Project and all
amounts payable to it under any hedges, are paid directly into the Proceeds Account. It
will give to all buyers and all counterparties to hedge contracts, directions necessary
for them to make payment to the Proceeds Account directly.(ii)
    
    If the Lessee enters into any agreement relating to Finance Debt which
in any way regulates the order of payment out of the Proceeds Account or any other
account, it will ensure that rent, fees and all other amounts under the Leases and the
Master Lease Agreement is included as operating expenditure and will not rank behind
any other expenditure or payment until the date that Westpac issues a notice to the
Lessee terminating this Agreement following an Event of Default.
 (s)
    
    (Prudent operator, good operating practice)It will ensure that the Project is
constructed, operated and maintained in accordance with all applicable laws and
Authorisations, the Project Documents and with the degree of skill, diligence, prudence,
foresight and operating practice which would reasonably and ordinarily be expected from a
reasonable and prudent operator of the same type of undertaking as the Project.(t)
    
    (Hedging)The Lessee shall not adopt any hedging policy without the prior written
agreement of Westpac provided that Westpacs agreement will not be unreasonably withheld;
provided that Westpac may withhold its agreement if the implementation of and compliance with
the hedging policy proposed by the Lessee has or is likely to have (in the opinion of Westpac)
a material adverse impact on the Project economics as evidenced by the Financial Model and the
mine plan provided as a condition precedent under clause 1.2.1.2.(u)
    
    (Inspection)The Lessor or persons authorised by it may at any time on reasonable
notice inspect and require the provision of copies of the books and records, and inspect the
premises, of the Lessee. The Lessee will do everything in its power to assist that inspection
and provide those copies and will ensure that its officers and employees do that same.(v)
    
    (PRI Policy)It will comply with the terms of the PRI Policy and do everything
necessary to maintain the PRI Policy (or an equivalent policy acceptable to the Arranger and
Westpac) in full force and effect until the Expiry Date. It will not do or permit anything
which would prejudice the PRI Policy including anything which would allow any insurer to
reduce or deny cover or terminate the PRI Policy before the Expiry Date.
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(w)
    
    (Sell Back Option)It will maintain the Equipment in accordance with the requirements for
repurchase under the Sell Back Option, without any reduction on the Sell Back Price (as
defined in the Sell Back Option). It will comply with all the terms of the Sell Back Option,
including in relation to decommissioning and delivery of Equipment and related title and
other documentation. It will ensure that it retains in good condition all documentation
required to be provided under the Sell Back Option.(x)
    
    (Finance Debt)It will not incur any Finance Debt except:
 (i)
    
    under the Project Loan Agreement provided that the Lessee has (or will
immediately after execution of the Project Loan Agreement) provided a certified copy
of it to Westpac;(ii)
    
    shareholder loans provided that such shareholder loans shall not exceed the
applicable PNG thin capitalization limit in effect as at the date of this Agreement
(being a debt to equity ratio of 3:1) and are subordinated to the Finance Debt under
this Agreement on terms acceptable to Westpac; or(iii)
    
    Finance Debt contemplated in the Project Loan Agreement but secured by the
Lessee under an alternative funding arrangement on commercial terms substantially the
same as the Project Loan Agreement or otherwise acceptable to Westpac, provided that
the financier of that Finance Debt has entered into intercreditor arrangements on
terms the same as the Intercreditor Deed or otherwise acceptable to Westpac and
provided that the aggregate of Finance Debt under the Project Loan Agreement and all
of the said alternative funding arrangements does not exceed the Finance Debt
contemplated in the Project Loan Agreement.
 (y)
    
    (Financial accommodation)It will not advance money or provide financial accommodation, or
give a Guarantee or a Security Interest, in connection with an obligation of another person
other than the Project Charge or liens arising by operation of law.(z)
    
    (Accounts)It will keep proper books of account that give a fair view of its financial
condition and state of affairs.(aa)
    
    (Conditions Subsequent)It will deliver to Westpac:
 (i)
    
    within 6 months of the date of the Master Lease Agreement (or such longer
period as Westpac and the Lessee may agree) a certified copy of the Mining Easement;
and(ii)
    
    within 6 weeks of the date of the Master Lease Agreement (or such longer
period as Westpac and the Lessee may agree) a certified copy of the Project Loan
Agreement and the Project Charge.
 (bb)
    
    (Proceeds Account)On or before the earlier of 31 October 2008 and the date any revenues are
received by the Lessee in respect of sales of mineral produced from the Project, it will
establish in its name the Proceeds Account and maintain the Proceeds Account until the Expiry
Date (or such earlier date that the Principal Outstanding and all other amounts owing by the
Lessee to Westpac under the Master Lease Agreement are satisfied in full).
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3. EVENTS OF DEFAULT
  (a)
    
    (Obligations under transaction documents)The Lessee fails to comply with any obligation in
any Bank Document (including the non-payment of any amount owing to Westpac under any Bank
Document).(b)
    
    (Misrepresentation)A representation or statement by or on behalf of the Lessee in a Bank
Document, or in a document provided under it, is misleading in a material respect.(c)
    
    (Cross Default)
 (i)
    
    Finance Debt of the Lessee is not paid when due (or within an applicable grace
period) or becomes due, or capable of being called due, in advance of its stated
maturity (except as a result of the exercise of a prepayment right in the absence of
default); or(ii)
    
    an event of default (how so ever described) occurs under any other document to
which the Lessee is a party.
 (d)
    
    (Winding up)An application or order is made, or a resolution is passed or proposed in a
notice of meeting, or other applicable steps taken, for the winding up,
statutory management or administration of the Lessee or any analogous process, or an
arrangement or composition with its creditors or a class of them.(e)
    
    (Enforcement against assets)A receiver, receiver and manager, administrator or similar
officer is appointed over the Lessee or any of its assets. A Security Interest is enforced, or
distress or other execution threatened or levied, against any asset of the Lessee.(f)
    
    (Reduction of capital)The Lessee reduces its capital, cancels its uncalled capital or buys
back its shares.(g)
    
    (Insolvency) The Lessee is insolvent or is deemed or presumed insolvent under any applicable
law. The Lessee ceases or threatens to cease carrying on its business or paying its debts.(h)
    
    (Event of Insolvency)An Event of Insolvency occurs (as defined in the Sell Back Option).(i)
    
    (Documents) All or a material part of a Bank Document or a Project Document is for any
reason terminated, discharged, avoided, repudiated or rescinded or of no force or effect or
of limited force or effect. The Lessee alleges that it is so.(j)
    
    (Investigation)An investigation or any other form of inquiry is instituted under the
Corporations Act 2001 (Cth), the Companies Act 1997 (PNG) or similar legislation into the
affairs of the Lessee which in the reasonable opinion of Westpac may have a Material Adverse
Effect.(k)
    
    (Revocation of Authorisation)An Authorisation which is material to the business of the
Lessee, the Project or performance by the Lessee of its obligations under the Bank Documents
ceases to have effect and is not replaced by another Authorisation acceptable to Westpac.(I)
    
    (Ceasing business)The Lessee ceases to carry on business.(m)
    
    (Control)Without the prior written consent of Westpac (not to be unreasonably withheld):
 (i)
    
    the Lessee ceases to be directly or indirectly wholly and beneficially owned
by HGMC provided that HGMC may, through its relevant Subsidiaries, procure and/or the
Lessee may transfer to the Provincial Government of Morobe and/or the Landowners (as
defined in the Mining Development Agreement) up to 5% of the issued share capital in
the Lessee in accordance with the provisions of the Mining Development Agreement;(ii)
    
    the Project Lender ceases to be directly or indirectly wholly and
beneficially owned by HGMC; or(iii)
    
    in the opinion of Westpac there is a substantial change in the ownership,
management or control of HGMC.
 21




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(n)
    
    (Compulsory Acquisition)Any Equipment or all or a material part of the Project or the
assets of the Lessee are acquired by any Governmental Agency or otherwise expropriated.(o)
    
    (Abandonment)The Project is abandoned, or put on an care and maintenance basis.(p)
    
    (World Bank Environmental Standards)The Lessee fails to comply with World Bank Guidelines
for a continuous period of 30 days or more.(q)
    
    (Insurance)Any insurance required to be maintained in relation to the Equipment or the
Project (including the PRI Policy), is terminated or expires without renewal prior to the
Expiry Date or is materially or adversely reduced or otherwise prejudiced, or (without
limiting the foregoing) an insurer denies or materially reduces cover, or is entitled to
terminate or avoid the policy, or to deny cover.(r)
    
    (Analogous events)Anything analogous to anything referred to in paragraphs (d) to (h)
inclusive or which has substantially the same effect in any jurisdiction occurs with respect
to the Lessee.(s)
    
    (Conditions Subsequent)The Lessee fails to comply with its undertakings in paragraph (aa)
of Schedule 2, part 2.(t)
    
    (Mining Easement)The Mining Advisory Council of Papua New Guinea or the Minister
responsible for mining in Papua New Guinea makes a final and conclusive determination not to
grant the Mining Easement either in the form of the Mining Easement Application or in such
other form as may be acceptable to the Lessee and agreed by Westpac (acting reasonably).(u)
    
    (Material Adverse Change)There are any other circumstances including a material adverse
change to the business assets or financial condition of the Lessee which may in the opinion
of Westpac have a Material Adverse Effect.
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SCHEDULE 3
 SCHEDULE OF LEASE TERMS
 1. DEFINITIONS AND INTERPRETATION
  2. REPRESENTATIONS AND UNDERTAKINGS
  3. COMMENCEMENT OF LEASE
  4. DELIVERY, TITLE, LOCATION OF EQUIPMENT AND ASSIGNMENT
 4.1
    
    (Deliver): The Lessee will take delivery of the Equipment on Westpacs behalf at the
Lessees cost and risk of delay. The taking of delivery by execution by both the Lessee and
the Contractor of the Handover Certificate in accordance with the terms of the Supply
Contract is:
 (a)
    
    an acceptance of delivery by Westpac; and(b)
    
    conclusive proof, as between the parties, that the Equipment has been
inspected by the Lessee and is satisfactory to the Lessee.
 4.2
    
    (Lessees risk): The Lessee accepts all risk of the non-existence or non-delivery of the
Equipment, any defect in the Equipment, their conformity to any description, any defects in
Westpacs title to them and their quality, merchantability, suitability, fitness and
condition. The Lessee must satisfy itself as to these matters. Westpac has no obligation or
liability in connection with the delivery or acceptance of any item of Equipment.4.3
    
    (Property of owner):
 (a)
    
    The Lessee acknowledges that, following the assignment in accordance with
clause 4.6 of this Lease, the Equipment is and will remain Westpacs sole property.(b)
    
    The Lessee will take all steps necessary or reasonably required by Westpac to
preserve Westpacs rights and title to the Equipment.
 4.4
    
    (Location of Equipment): The Lessee will keep the Equipment:
 (a)
    
    in the Lessees sole possession, except pursuant to the Maintenance Contract
when the relevant item of Equipment will be in the possession of the Contractor; and,(b)
    
    unless the Equipment is normally mobile (for example, a motor vehicle, ship
or plane), at the Premises stated in the Details Schedule or, if no Premises are
stated, in a safe and proper place notified to Westpac by the Lessee (or any other
places approved in writing by Westpac).
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4.5
    
    (Leased or Mortgaged Premises):
 (a)
    
    Where the Equipment is to be installed or used in any Premises or
places:
 (i)
    
    that are not owned by the Lessee; or(ii)
    
    subject to any Security Interest, lease, sub-lease or other
interest, the Lessee must:(A)
    
    first deliver to Westpac a written acknowledgment executed by
each person having any interest in the Premises or places (whether as owner,
mortgagee, lessor, sub-lessor or otherwise) that:
 (1)
    
    the Equipment is and will remain the property of Westpac; and(2)
    
    Westpac may enter those Premises or
places and remove the Equipment;
 (B)
    
    take all steps necessary to preserve Westpacs rights and
title to the Equipment; and,(C)
    
    pay the rents, rates, taxes, charges and impositions payable in
respect of the Premises or places where the Equipment is located and all amounts
payable under any Security Interest, lease, sub-lease or other interest in
relation to such Premises or places.
 (b)
    
    The Lessee must not create or permit any Security Interest over the Premises or
place where the Equipment is located unless the Lessee has first delivered to Westpac
an acknowledgment by the security holder in accordance with paragraph (a)(A) above.
 4.6
    
    (Assignment):The provisions of the Deed of Assignment apply in respect of Equipment the subject of this
Lease.5.
    
    PAYMENTS5.1
    
    (manner of payment): The Lessee will pay the Rent Instalments, the Casualty and
Termination Value, the Residual Value and all other money payable by the Lessee under this
Lease:
 (a)
    
    as set out in the Details Schedule or elsewhere in this Lease;(b)
    
    without any set-off, withholding or deduction;(c)
    
    to Westpac at the address stated in the Details Schedule or at any other
address Westpac notifies the Lessee in writing from time to time; and(d)
    
    with any applicable GST or similar tax.
 5.2
    
    (obligations unconditional):
 (a)
    
    The Lessees obligations to pay the Rent Instalments, the Casualty and
Termination Value, the Residual Value and all other amounts are absolute and
unconditional.(b)
    
    They will not be affected by anything which would otherwise affect them
(including any defect in the Equipment, quality, fitness, suitability,
merchantability or condition of the Equipment, conformity to any description, title
to the Equipment or the non-existence or destruction of the Equipment).(c)
    
    The consideration for the Lessees obligations includes the payment of the
Funded Amount by Westpac.(d)
    
    Rent Instalments paid in advance are not refundable.
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5.3
    
    (Default interest): Interest will accrue each day on each amount due but unpaid. The rate
will be the applicable Interest Rate for the Interim Interest Instalment or Term Instalment as
the case may be plus 2%. That interest accrues before and after any judgment. Unless it does
so more often, Westpac will be taken to have debited monthly the Lessees account with accrued
interest under this paragraph. That interest will then itself bear interest.5.4
    
    (Stamp duty and government charges): The Lessee will pay or reimburse Westpac for all stamp,
transaction and other similar duties and charges in relation to this Lease and any security
(including Guarantees) and any transaction under them. This includes financial institutions
duty, hiring arrangement duty and debits tax. The Lessee will also pay any fines and
penalties unless they result from a failure by Westpac to lodge a document for stamping in
sufficient time, having received from the Lessee the amount of stamp duty at least 7 days
before the due date.5.5
    
    (Indemnities and expenses): The Lessee will indemnify Westpac on demand against:
 (a)
    
    loss or destruction of the Equipment or damage to the Equipment for any reason;
and(b)
    
    all liabilities, losses, damages, claims, proceedings (whether civil or
criminal), fines, penalties, costs (including legal costs on a full indemnity basis)
and expenses which:
 (i)
    
    are incurred by Westpac or made or claimed by any person at any time; and(ii)
    
    in any way arise out of or relate to this Lease or the
Equipment, its ownership, delivery, assembly, installation or use.
 This includes those arising out of or relating to:
 (A)
    
    death, injury or property damage;(B)
    
    any failure to comply with any law or duty;(C)
    
    any breach or Event of Default under this Lease or any Guarantee of this Lease;(D)
    
    any actual or contemplated enforcement or exercise of rights or powers under
this Lease or a Guarantee of this Lease;(E)
    
    any Environmental Law (including clean up and remediation costs);(F)
    
    any dealing with the Equipment or steps taken with a view to dealing;(G)
    
    equipment leasing arrangements in PNG which are reasonably required by
Westpac; or(H)
    
    any changes to the rates of tax depreciation or corporate taxation but
not (and each party shall bear its own costs and risks in respect of):
 (i)
    
    denial and deductions due to characterisation of the
transaction (including the transaction being characterised as a lease for
taxation purposes); or(ii)
    
    taxation on sale proceeds where such proceeds exceed the Residual Vale.
 5.6
    
    (Break costs): If:
 (a)
    
    this Lease is terminated under Clause 9.1 or for any other reason other than
a breach or default by Westpac;(b)
    
    a Lease requested in a Drawdown Notice is not entered into for any reason
other than a breach or default by Westpac; or(c)
    
    the relevant Equipment is not purchased on the anticipated Delivery Date for
any reason other than a breach or default by Westpac,
 the Lessee will indemnify Westpac on demand against any cost determined by Westpac as being
or to be incurred by reason of:
 (i)
    
    the liquidation or re-employment of deposits or other funds acquired
or contracted for by it to fund or maintain; or
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(ii)
    
    the termination or reversing of any agreement entered into by Westpac
to fix, hedge or limit its effective cost of funding or maintaining,
 the purchase price, and delivery and commissioning cost, of the Equipment, its participation
in this Lease or any amount (including loss of margin in connection with any hedging
arrangements).5.7
    
    (Variation of Rent Instalments, Residual Value and
Casualty and Termination Value) Any
variation or recalculation will be effective under clause 5.8 on notice from Westpac to the
Lessee.5.8
    
    (Change In Margin) Whenever the Margin changes Westpac will recalculate all Rent
Instalments payable after the Margin changes and the Casualty and Termination Value and
promptly notify the Lessee.5.9
    
    (Indirectfax):
 (a)
    
    All payments to be made by the Lessee under any Bank Document are calculated
without regard to GST. If any such payment constitutes the consideration for the whole
or any part of a taxable supply by Westpac, the amount of that payment shall be
increased by an amount equal to the amount of GST which is chargeable in respect of
the taxable supply in question. Such increase shall be made after taking into account
the reduction of any costs resulting from the abolition or reduction of any taxes as
part of the introduction of the GST.(b)
    
    If and to the extent that any payment or other consideration to be made or
furnished by Westpac to a person other than the Lessee pursuant to or in
connection with any Bank Document or the Equipment may be increased or added to by
reference to (or as a result of any increase in the rate of) any GST for which Westpac
is not entitled to receive and retain an input tax credit, the Lessee shall pay to
Westpac on demand an amount equal to that increase or the value of that addition.
 5.10
    
    (PNGP Adjustment): If:
 (a)
    
    the PNGP is more than the Estimated PNGP, on the Delivery Date the Lessee
shall pay to Westpac the amount of the difference in cash between an amount equal to 1
5% of the PNGP and an amount equal to 1 5% of the Estimated PNGP;(b)
    
    the PNGP is less than the Estimated PNGP. with effect from the Delivery Date
Westpac shall set off the difference in those amounts against amounts owing by the
Lessee under this Lease.
 6.
    
    THE LESSEES OBLIGATIONS RELATING TO EQUIPMENT6.1
    
    (Compliance with laws and requirements): The Lessee will comply with all laws and
registration or licensing requirements in relation to the Equipment or their use and with any
requirements or conditions of their manufacturers or suppliers warranties.6.2
    
    (Registration): Where a relevant law requires Equipment to be registered (for example, if
they are a motor vehicle, boat, ship or an aircraft):
 (a)
    
    the Lessee will register them in the Lessees name as if the Lessee were the
owner, unless directed otherwise by Westpac; and(b)
    
    when it returns the Equipment to Westpac, the Lessee will
immediately do everything necessary to have the Equipment registered in Westpacs
name or as Westpac directs.
 6.3
    
    (Use): The Lessee will ensure the Equipment is used properly, safely and without risk to
health.
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6.4
    
    (Repair and maintenance): The Lessee will at its cost keep or maintain the Equipment in good
repair and condition, subject to fair wear and tear and in accordance with the standards
prescribed in the Maintenance Contract and the Sell Back Option. The Lessee will furnish all
proper parts and accessories for this purpose. The Lessee will comply with the terms of the
Maintenance Contract and the Sell Back Option. The Lessee will not terminate, or amend, vary
or waive any provision of, the Maintenance Contract without the prior written consent of
Westpac.6.5
    
    (Alterations):
 (a)
    
    The Lessee will not:
 (i)
    
    make any alterations, improvements or additions to the Equipment;
or(ii)
    
    install anything on or in the Equipment,
 except in compliance with this Lease, with clause S15.1 of the Maintenance
Contract or with the consent of Westpac.(b)
    
    Everything installed on or in the Equipment will be part of the Equipment and
Westpacs property. This includes all parts and accessories.
 6.6
    
    (Inspection):
 (a)
    
    The Lessee will permit Westpac to inspect or test the Equipment at any time.(b)
    
    The Lessee will ensure Westpac has access to any Premises or places where the
Equipment may be.
 6.7
    
    (Insurance):
 (a)
    
    The Lessee will:
 (i)
    
    at its cost keep in force insurance for its business and
assets as would a prudent business of its size conducting its business and
assets;(ii)
    
    at its cost insure the Equipment (including against loss or
damage) and keep them insured to their full insurable value (as defined
below); and(iii)
    
    take out other insurance with respect to the Equipment against:
 (A)
    
    the usual risks (including, where appropriate,
third party and all risks required by law); and(B)
    
    all other risks which Westpac requires,
 (iv)
    
    procure that there is in place at all times up to the Expiry
Date a political risks insurance policy,in the manner, to the extent and on terms that are satisfactory to Westpac.
 (b)
    
    Each insurance policy must:
 (i)
    
    be in Westpacs name (or if Westpac agrees, in the names of
the Lessee and Westpac as co-insured) with reputable insurers approved by
Westpac (that approval not to be unreasonably withheld); and(ii)
    
    provide that to the extent that the policy covers the interest
of Westpac, the insurer will not refuse or reduce a claim or cancel or avoid
the policy except where the right to do so results from the fraud of Westpac.
 (c)
    
    The Lessee will produce to Westpac certificates of currency at Westpacs request.(d)
    
    The Lessee will ensure that all information provided to the insurers in
respect of any insurance policy under this clause (including the PRI Policy) by or on
behalf of it or HGMC is true in all material respects and is not by omission or
otherwise misleading or deceptive in any material respect. The Lessee will disclose
to the insurers under any insurance policy under this clause (including the PRI
Policy) everything known to it material to each insurers entry into the relevant
policy.
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(e)
    
    The Lessee will not do or permit anything to be done which may prejudice any
insurance policy under this clause (including the PRI Policy). The Lessee will not omit
to do anything if the omission may prejudice it.(f)
    
    The Lessee will do everything necessary to enable Westpac to collect any money
under any insurance policy under this clause (including the PRI Policy).(g)
    
    The full insurable value of Equipment at any date means the greater
of:
 (i)
    
    the full market value of the Equipment; and(ii)
    
    the full replacement or reinstatement value of the Equipment.
 (h)
    
    Westpac may appoint an expert adviser to review and make recommendations in
relation to all insurance matters.(i)
    
    The Lessee will procure that if the PRI Policy expires prior to the Expiry
Date suitable replacement political risk insurance acceptable to Westpac will be put
in place.(j)
    
    Costs associated with insurance are for the account of the Lessee.
 6.8
    
    (Dealing with Equipment):The Lessee will not:
 (a)
    
    sell or assign;(b)
    
    lend, let on lease or otherwise part with possession of; or(c)
    
    create or permit any Security Interest over,
 any of the Equipment or the Lessees interest in them or in this Lease, or purport or
attempt to do so, without Westpacs prior written consent.6.9
    
    (Sell Back Option)The Lessee will ensure that at all times the Equipment satisfies the
requirements for repurchase under the Sell Back Option without any reduction in the Sell Back
Price (as defined in the Sell Back Option). Without limitation, it will maintain the
Equipment so that at all times its condition satisfies the requirements of the Sell Back
Option. The Lessee will comply with the Sell Back Option.7.
    
    LOSS AND RISK OF EQUIPMENT7.1
    
    (Total loss or damage): If any of the Equipment (theLost
Equipment):
 (i)
    
    is lost, stolen, destroyed or damaged beyond repair; and(ii)
    
    is treated by the insurer as a total loss; or(iii)
    
    is requisitioned or resumed;
 the following will apply.
 (a)
    
    The Lessee will immediately notify Westpac.(b)
    
    Westpac shall calculate and demand from the Lessee the aggregate of the
Casualty and Termination Value of the Lost Equipment at the date of demand, all Rent
Instalments accrued up to the date of demand but not paid and any amount payable under
clause 5.5 or 5.6 up to the date of demand less any money Westpac has received from
the insurer or any other person because the Equipment became Lost Equipment, after
deducting any tax payable or accountable for by Westpac in respect of or by reference
to the amount so received, including GST.(c)
    
    The Lessee will pay the amount in paragraph (b) to Westpac on demand and the
Lease will terminate in respect of the Lost Equipment upon payment.(d)
    
    The Lease of the remaining Equipment will continue. As from the day after the
date of demand under paragraph (b) the Rent Instalments will be reduced by the
 28




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proportion which the cost of the Lost Equipment bears to the amount of the Cost of
Equipment stated in the Details Schedule (as determined by Westpac).(e)
    
    The Residual Value will be reduced by the proportion of the Residual Value
equal to the proportion which the cost of the Lost Equipment bears to the amount of the
Cost of Equipment stated in the Details Schedule (as determined by Westpac).(f)
    
    If following a payment under clause 7.1(b), Westpac subsequently receives any
money from the insurer or any other person because the Equipment became Lost Equipment
and such money had not been taken into account in the calculation of the amount
demanded under paragraph (b), it shall, if its has received payment from the Lessee
under clause 7.1(b), pay the money received to the Lessee as soon as practicable after
deducting from such amount any tax payable or accountable for by Westpac in respect of
or by reference to the amount so received, including GST.
 7.2
    
    (Partial Damage) If any of the Equipment fails to meet the return conditions set out in the
Sell Back Option, the Lessee will immediately notify Westpac. If such failure is not
remedied to Westpacs satisfaction within 15 days of such failure (or such longer period
agreed between the Lessee and Westpac), the relevant Equipment shall be deemed to be Lost
Equipment and the provisions of clause 7.1(b) to (f) inclusive will apply.7.3
    
    (Risks):  The Lessee assumes all risks and liabilities for the Equipment and their use,
maintenance, repair and storage.8.
    
    WARRANTIES8.1
    
    (Exclusion of warranties):As between the parties, to the full extent permitted by law the
following apply:
 (a)
    
    Westpac gives no condition, warranty or representation as to:
 (i)
    
    the Equipment (including the design, capacity, age, existence,
location, quality, description, condition, use or ownership of the Equipment
or their merchantability, suitability or fitness); or(ii)
    
    the taxation and financial consequences of this Lease.
 None will be implied.
 (b)
    
    Before requesting Westpac to acquire the Equipment, and before entering into
this Lease, the Lessee must:
 (i)
    
    satisfy itself as to the above issues;(ii)
    
    make arrangements for maintaining the Equipment; and(iii)
    
    obtain from the manufacturer or supplier of the Equipment any
warranties and conditions contemplated in the Supply Contract which Westpac
requires.
 (c)
    
    To the extent that Westpacs liability cannot be excluded, that liability is
limited to replacement or repair of the relevant Equipment, supply of equivalent
Equipment or payment of the cost of doing so, at Westpacs option.In the case of any replacement of the relevant Equipment or any supply of equivalent
Equipment, the Lessee agrees to enter into a new Lease reasonably requested by
Westpac for this purpose.
 8.2
    
    (Warranties by Lessee):
 (a)
    
    The Lessee warrants and represents that:
 (i)
    
    the Premises or places at which the Equipment is to be kept
are free from any Security Interest except those (if any) stated in the
Details Schedule; and
 29




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(ii)
    
    it is leasing the Equipment for use by it for the purpose of a
business which the Lessee carries on (whether or not together with any other
person) and the whole or the greater part of the amount payable under this
Lease is or is expected to be a loss or outgoing necessarily incurred in
carrying on that business.
 (b)
    
    This representation and warranty is deemed to be repeated by the Lessee to
Westpac on the date of each Lease as if made then in respect of the facts and
circumstances then subsisting.
 8.3
    
    (Assignment of warranties): So far as it is legally possible, on request by the Lessee,
Westpac will assign to the Lessee the benefit of any condition or warranty given by the
manufacturer or supplier of the Equipment under the Supply Contract or the Maintenance
Contract. The Lessee will re-assign them to Westpac or a third party nominated by Westpac on
termination of this Lease.9.
    
    TERMINATION9.1
    
    (Termination):
 (a)
    
    At any time while an Event of Default is subsisting, Westpac may terminate
this Lease by notice to the Lessee.(b)
    
    The Lessee may terminate this Lease by providing a notice to Westpac for all
items of Equipment under all Leases. The notice must be provided to Westpac within 30
days of the proposed termination date and be irrevocable.(c)
    
    If the Lessee fails to provide to Westpac a Handover Certificate for the
relevant item of Equipment within 3 months of the Shipping Date of the Lease (or such
other period agreed by Westpac) then Westpac may by notice to the Lessee terminate
this Lease.
 9.2
    
    (Payments on early termination):
 (a)
    
    In order to predetermine its liability, on early termination of this Lease
under clause 9.1 or 9.6, the Lessee will pay to Westpac an amount equal to the sum of:
 (i)
    
    the amount of any Rent Instalments and other money then
payable under this Lease;(ii)
    
    the Casualty and Termination Value in respect of the Equipment
under this Lease as at the date of such termination; and(iii)
    
    any amount payable under clause 5.5 or 5.6. (provided that in
respect of early termination of this Lease arising as a result of a failure by
the Lessee to comply with paragraph (aa) of Schedule 2, part 2, amounts will
only be payable by the Lessee under clause 5.5 for liabilities, losses, costs
or expenses incurred by Westpac which in any way relate to the Equipment or
the exercise of its rights in respect of the Equipment).
 (b)
    
    In the case of a termination following an Event of Default or breach of an
essential term that amount will be liquidated damages. The Lessee acknowledges that
that amount is a genuine pre-estimate of Westpacs loss.
 9.3
    
    (Payments on expiry):Upon the expiry of this Lease on the Expiry Date the Lessee must pay to Westpac the
Residual Value of the Equipment and any other amounts then outstanding under this Lease.
 30




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9.4
    
    (Return of Equipment on termination of Lease):
 (a)
    
    The Lessee will at its expense within 14 days of termination or expiry of this
Lease return the Equipment:
 (i)
    
    in a condition consistent with the performance of the Lessees
obligations under this Lease (and in particular complying with the Sell Back
Option); and(ii)
    
    to Westpac at Westpacs address stated in the Details Schedule
or at any other address specified by Westpac,
 unless (in the case of expiry of this Lease) Westpac has before such expiry agreed
in writing to an extension of this Lease.(b)
    
    Unless otherwise agreed in writing, any extension or holding-over of this Lease
will be at the Rent Instalments and upon the terms of this Lease including the terms
relating to the Residual Value. Any such extension or holding-over will continue until
terminated by either party giving one months written notice to the other expiring at
any time.(c)
    
    Westpac may repossess any item of Equipment if it is not returned when
required. For that purpose Westpac or its representative may enter any place where the
Equipment is or it suspects it is and for such purpose may break open any gate, door or
fastening and detach and dismantle the Equipment from the Premises.
 9.5
    
    (Sale of Equipment on termination or expiry):
 (a)
    
    If any of the Equipment comes into Westpacs possession following expiry or
termination of this Lease under clause 9.1 or clause 9.6 or on expiry of this Lease,
Westpac shall either
 (i)
    
    exercise its rights under the Sell Back Option (if it is
entitled to do so under the terms of the Sell Back Option); or(ii)
    
    submit the Equipment the subject of this Lease for sale on an
as is, where is basis by public auction without reserve or by private treaty
or tender, provided that Westpac shall give the Lessee not less than 60 days
prior written notice thereof. The Lessee shall nominate the time and place of
the sale unless an Event of Default has occurred, in which case the time and
place will be selected by Westpac. This may, but need not, be an auction
without reserve. Westpac has no other duty as to when or how the sale must be
carried out or as to the price achieved. Nothing in this paragraph (a) or
paragraph (c) affects the obligation of the Lessee to return the Equipment as
provided under Clause 9.4(a).
 (b)
    
    If Westpac sells any of that equipment in accordance with clause 9.5(a)(ii),
Westpac must pay to the Lessee an amount equal to the gross proceeds of such sale
actually received by Westpac, less the sum of:
 (i)
    
    all costs and expenses of and incidental to the sale (including any costs and
expenses incurred by Westpac in taking possession, storing, moving,
repairing, registering and insuring the Equipment);(ii)
    
    any duty or
tax, and in particular GST, which Westpac incurs or for which
Westpac becomes liable or accountable upon the sale; and(iii)
    
    any other amount then owing by the Lessee to Westpac (including any
unpaid Residual Value or Casualty and Termination Value and any amount
payable under clause 5.3, 5.5 or 5.6).
 If the sum of (i), (ii) and (iii) exceeds the gross proceeds of sale actually
received, the Lessee must pay Westpac on demand an amount equal to the excess.
 31




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(c)
    
    If any of the Equipment:
 (i)
    
    has not been returned to Westpac within 14 days of the
termination or expiry of this Lease; or(ii)
    
    is returned to Westpac, but in Westpacs opinion, it is not
able to sell it within a reasonable time,
 then the value of that Equipment will be taken to be nil. Westpac will be taken to
have disposed of that Equipment for no consideration.(d)
    
    The Lessee must pay Westpac on demand the amount of all costs and expenses
associated with any attempted sale of the Equipment under this Clause and any other
amount owing by the Lessee to Westpac.(e)
    
    Unless Westpac specifies a longer period, three months from return will be a
reasonable time for the purposes of this paragraph.
 9.6
    
    (Essential terms):
 (a)
    
    The Lessee acknowledges that the following are essential terms of this Lease:
 (i)
    
    the Lessee paying punctually when due all moneys payable by it
under this Lease;(ii)
    
    the Lessee duly and punctually complying with its obligations
under Schedule 2 and under Clauses 4.4, 5.1, 6.1, 6.3, 6.4, 6.5, 6.7, 6.8 and
9.2;(iii)
    
    the representations and warranties by the Lessee in this
Lease (including Schedule 2); and(iv)
    
    if the Lessee fails to comply with any of its obligations
under this Lease (other than an obligation to pay moneys or an obligation
referred to in paragraph (ii)), the Lessee complying with that obligation or
remedying that failure to Westpacs satisfaction within 10 days of the earlier
of notice from Westpac requiring it to comply with or remedy the same and the
Lessee becoming aware of the failure to comply.
 (b)
    
    Any breach of any of these essential terms will constitute a repudiation of
this Lease by the Lessee entitling Westpac to exercise its rights under or in
connection with this Lease (including the right to terminate this Lease and to recover
the moneys stipulated in Clause 9.2).
 10.
    
    GENERAL10.1
    
    (Application of money  set off): If the Lessee does not pay an amount when due, Westpac
may apply any money in any of the Lessees accounts (whether or not matured) in payment of
any amount payable by the Lessee under this Lease, but need not do so. For this purpose
Westpac may convert currencies using its normal procedures.10.2
    
    (Assignments): Westpac may assign this Lease or any of its rights under it with the consent
of the Lessee, such consent not to be unreasonably withheld. The Lessee may not assign it.Westpac may, without having to obtain the consent of the Lessee, assign, transfer,
sub-participate or otherwise deal with all or any part of its rights under the Bank
Documents to a trustee, company or other entity which is established for the purposes of
securitisation, or a funding vehicle for Westpac or its related entities.If an Event of Default is subsisting, the Lessee will be taken to have consented to any
transfer or assignment made by Westpac.
 32




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Despite any other provision of any Bank Document, Westpac may at any time and from time to
time novate all of its rights and obligations under any Bank Document to any company which
is a subsidiary of Westpac, or Westpac Banking Corporation or a subsidiary of Westpac
Banking Corporation or to any permitted assignee under the preceding two paragraphs. By its
execution of this Agreement, the Lessee irrevocably appoints Westpac as its agent to
execute on the Lessees behalf all documents necessary or in Westpacs opinion desirable to
effect that novation.10.3
    
    (Rights and powers separate):
 (a)
    
    Westpac can, but need not, do anything under this Lease at once or after a time
or more than once.(b)
    
    Westpac can exercise all its other rights and powers it has under law even if
they overlap with those in this Lease.(c)
    
    If Westpac does not do something when it is able to, that does not mean it is
giving up that right and cannot do it later.
 10.4
    
    (Power of attorney): The Lessee appoints Westpac as its attorney. Westpac as attorney may do
everything which ought to be done by the Lessee under or in connection with this Lease or
which Westpac can do under this Lease or any law. Westpac may sub-delegate this power to any
Authorised Officer of Westpac. The Lessee may not revoke this power.10.5
    
    (Remedy): If the Lessee fails to comply with this Lease, Westpac may do anything to remedy
the breach but need not do so.10.6
    
    (Determination or certificate): Any determination by Westpac or certificate by
an Authorised Officer of Westpac will be sufficient evidence of the matter stated in it unless
the contrary is proved.10.7
    
    (Cost): The Lessee will perform its obligations under this Lease at the Lessees cost.10.8
    
    (Severability): Any term of this Lease which is prohibited or unenforceable in any
jurisdiction will, in that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability. That will not invalidate the remaining terms of this Lease. It will not
affect that term in any other jurisdiction.10.9
    
    (Yield protection):
 (i)
    
    Whenever Westpac determines that a Change in Law (as defined below) has the
effect of increasing its costs of funding or maintaining the Lease, or reducing its
return or amounts received in respect of the Lease then it will promptly notify the
Lessee, and the Lessee must pay Westpac the amount Westpac certifies is necessary to
compensate it. That certificate will include an outline of the calculation, and will
be conclusive and bind the Lessee in the absence of manifest error.(ii)
    
    If the Lessee so requests, Westpac will negotiate in good faith with a view
to finding a means of minimising the effect of the Change in Law, but it is not a
defence that the effect could have been avoided or minimised.(iii)
    
    A Change in Law is the introduction of, or a change in, any law, official
directive, ruling or request or a change in its interpretation. If it does not have
the force of law, it must be one with which responsible banks would comply. It
includes any occurrence which is a Change in Law as described above and which relates
to capital adequacy, special deposit, liquidity, reserve, prime assets, tax or
prudential requirements.
 10.10
    
    (Notices):
 (a)
    
    Any notice, demand, statement, certificate or other communication by Westpac
may be given by any Authorised Officer or any attorney authorised to do so.(b)
    
    Notices must be in writing, may be sent by facsimile, post or any other means
to the address or number set out in the Details Schedule or any other address or
number notified to the sender by the recipient.
 33




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(c)
    
    Notices will be taken to have been given, if delivered or left at that
address on the date on which it is delivered or left.
 10.11
    
    (Governing law and jurisdiction): This Lease is governed by the laws of New South Wales. The
parties submit to the non-exclusive jurisdiction of the courts with jurisdiction there.10.12
    
    (Confirmation):
 (a)
    
    The Lessee confirms that it has not entered into this Lease relying on, or as a
result of, any statement or conduct of any kind of or on behalf of Westpac, or Westpac
Banking Corporation or any related body corporate of either of them (including any
advice, warranty, representation or undertaking). In particular, it has obtained its
own tax advice.(b)
    
    The Lessee acknowledges that none of Westpac, Westpac Banking Corporation and
any related body corporate of Westpac or Westpac Banking Corporation is obliged to do
anything (including disclose anything or give advice), except as expressly set out in
this Lease.
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SCHEDULE 4A
 FORM OF VERIFICATION CERTIFICATE FOR LESSEE
 TO:
    
    Paul CrimminsHead of Relationship BankingWestpac Bank PNG Limited
 HIDDEN VALLEY GOLD PROJECT MASTER LEASE AGREEMENT
 Company).
 (a)
    
    An extract of minutes of a meeting of directors of the Company authorising the execution of
the Master Lease Agreement and the Intercreditor Deed and the entry into each Lease. [Major
transactions approval by special resolution under s 110 of the Companies Act 1997? (only if
applicable-)](b)
    
    A true and up-to-date copy of its [constitution/ memorandum and articles of association].(c)
    
    [Any corporate authorisations and consents necessary for the Company to execute and perform
its obligations under the Bank Documents and the Project Documents to which it is a party.]
 [Note:
include either this statement or paragraph (c) above]
  Authorised Signatory
    
    
    
    Specimen Signature
     35




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SCHEDULE 4B
 FORM OF VERIFICATION CERTIFICATE FOR HGMC and HGM
 TO:
    
    Paul CrimminsHead of Relationship BankingWestpac Bank PNG Limited
 HIDDEN VALLEY GOLD PROJECT GUARANTEE
 Company
  (a)
    
    [An extract of minutes of a meeting of directors of the Company approving the decision of
Morobe Consolidated Goldfields Limited to construct the Project.] [Note: for HGMC only](b)
    
    An extract of minutes of a meeting of directors of the Company authorising the execution of the
Intercreditor Deed;(d)
    
    [Any corporate authorisations and consents necessary for the Company to execute and perform
its obligations under the Bank Documents and the Project Documents to which it is a party.]
 [Note:
include either this statement or paragraph (c) above]
     36




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SCHEDULE 5
 FORM OF FLOATING RATE LEASE AGREEMENT
   Lessee
  LEASE UNDER MASTER LEASE AGREEMENT DATED
 Westpac Equipment
   [date]. Master Lease
Agreement
 DETAILS SCHEDULE
 1.
    
    Date of execution of this Lease.
    
    [*]2.
    
    Place of execution of this Lease.
    
    [*]3.
    
    Cost of Equipment.
    
    [*]4.
    
    Purchase Date.
    
    [*]5.
    
    Order Date.
    
    [*]6.
    
    Invoice No./ Date (attach copy).
    
    [*]7.
    
    Commencement date of this Lease.
    
    [To be the date of payment of the Order Instalment]8.
    
    Expiry date.
    
    [31 October 2011]9.
    
    Residual Value of the Equipment
payable at termination of this Lease.
    
    US$110.
    
    Description of Equipment
    
    [*]
 37




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DETAILS SCHEDULE
 
    
    General Description of Equipment
    
    Asset ID/ Identification
of Equipment
    
    Lessees internal code (if any)
 11.     Base Rate
    
    [Interim Interest Instalments - 30-day US-Libor
cash rate][Term Instalments - 90-day US-Libor cash rate]12.     Rent
Instalments (subject
to adjustment)
    
    [To include:
(a) - monthly Interim Interest Instalments
(calculated daily for the period ending on 15thof each month (or, for the last
Interim Interest Instalment, the Delivery Date)
using the Base Rate plus the Margin in respect of
the balance of each Lease payable from the
drawdown date until the Delivery Date).Interim Interest Instalments are [calculated in
advance and payable in arrears] on each Interim
Instalment Date;(b) - Term Instalment from the Delivery Date to
the first Term Instalment Date calculated as the
Funded Amount multiplied by the Base Rate plus
the Margin on the Delivery Date multiplied by the
number of days from the Delivery Date to the
first Term Instalment Date.Term Instalments under this paragraph (b) are
payable in arrears on the first Term Instalment
Date; and(c) - Term Instalments from the first Term
Instalment Date until maturity of the Lease
(calculated for each individual Lease to amortise
the Funded Amount to the Residual Value at the
Base Rate plus the Margin over the term of the
Lease). The first Term Instalment under this
paragraph will be determined using the Base Rate
applying on the Delivery Date. Subsequent Term
Instalments will be calculated using the Base
Rate applying as at the previous Term Instalment
Date.Term Instalments under this paragraph are payable
quarterly in advance commencing from the first
Term Instalment Date until maturity of the
relevant individual Lease.
 38




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DETAILS SCHEDULE
 13.
    
    Rent Instalment Dates.
    
    In respect of Interim
Interest Instalments,
the 15th of each month
and the Delivery Date
(each an Interim
Instalment Date).In respect of Term
Instalments, each 1 5
March, 15 June, 1 5
September and 1 5
December after the
Delivery Date (each a
Term Instalment Date).14.
    
    Name of manufacturer or supplier of
Equipment.
    
    [*]15.
    
    Location of Equipment/ Premises.
    
    [*]16.
    
    Method to be used when calculating
    
    [*]% p.a.Casualty and Termination Value:The present value at the date of
termination of:(a) the Residual Value of the
Equipment; plus(b) all Rent Instalments that would
have been payable during the period of
this Lease but for the termination less
all Rent Instalments paid up to the date
of termination. The present value will
be as determined by Westpac by
applying a discount rate of:
 Schedule of Lease Terms
 [date] this Lease
 WESTPAC BANK PNG LIMITED
 (sign here)I have no notice of the revocation of the power of attorney.Name:Attorney
 39




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##### 



Accepted and agreed by MOROBE CONSOLIDATED GOLDFIELDS LIMITED
 Authorised Signatory
    
    
    
    Print Name(as per Lease Schedule 4A  Form of Verification Certificate)
 40




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##### 



SCHEDULE 6
 Form of Drawdown Notice
 TO:
    
    Paul CrimminsHead of Relationship BankingWestpac Bank PNG Limited
  Master Lease Agreement
 (1)
    
    We wish to draw under the Master Lease Agreement on [*] (the Drawdown Date).
 Note: Date is to be a Business Day.
 (2)
    
    The total principal amount to be drawn is US$[*].
 Note: Amount to comply with the limits in clause 2.2.
 (3)
    
    Particulars of the drawdown are as follows:[Shipping Instalment/PNGP](4)
    
    Please remit the proceeds to account number [*] at [*].(5)
    
    The proceeds of the drawdown will be used to purchase the following item(s) of Equipment:[*](6)
    
    This notice is issued in connection with Lease [*] dated [*].(7)
    
    The expected Delivery Date is [*].(8)
    
    We represent and warrant to each Indemnified Party on behalf of the Lessee as follows:
 (a)
    
    Except as disclosed in paragraph (c) the representations and warranties in the
Master
Lease Agreement are true as though they had been made at the date of this
Drawdown Notice and the Drawdown Date specified above in respect of the facts and
circumstances then subsisting.(b)
    
    Except as disclosed in paragraph (c) no Event of Default or Potential Event of
Default subsists or will result from the drawing.(c)
    
    Details of the exceptions to paragraphs (a) and (b) are as follows: [*], and we
[have taken/propose] the following remedial action [*].(d)
    
    The relevant item of Equipment is:
 
    
    new, depreciable earthmoving or road building equipment and is to be used by
the Lessee wholly within Papua New Guinea in connection with the Project;
    
    covered by the duly executed Supply Contract (including the Sell Back Option)
and Maintenance Contract; and
    
    covered by the PRI Policy.
 (e)
    
    The proposed maintenance programmes and the Maintenance Contract are sufficient
to ensure that the relevant item of Equipment will comply with the
requirements of the Sell Back Option.(f)
    
    All necessary Authorisations in respect of the relevant item of Equipment have
been obtained.
 41




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##### 



Note: Inclusion of a statement under paragraph (c) will not prejudice the conditions
precedent in the agreement.(9)
    
    [We certify that the Project is fully funded to the date of this Drawdown Notice and the
Cost to Complete the Project as set out below is less than the Available Funding for the
Project as set out below:Cost to Complete according to Project construction budget dated [*] (being the most recent
and current update of the budget)
 Amount of construction costs, operating costs and development costs payable
but unpaid, or likely to be payable or incurred to achieve completion of the
Project:The amount of debt service already payable but unpaid or likely to be payable
or incurred under the Project Documents or the Bank Documents up to and
including the estimated completion date of the Project:The amount of any other costs including any liquidated damages payable to any
person already payable but unpaid or likely to be payable or incurred up to
and including the estimated completion date of the Project:Total Cost to Complete:
 Available Funding
 Balance in bank accounts:Available commitment under Project Loan Agreement:Other amounts which have been committed to be provided (but not yet provided)
to the Lessee:Other (specify)Total Available Funding:
 [Note: to be deleted if adequate cash security has been provided to Westpac under clause 1.2.2]
 [(10)
    
    The following Project Document(s) ha[s/ve] been amended or replaced:[*]We attach a true complete copy of [that/those] Project Document(s). ]
    Note: 2 directors are required to sign
  42




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SCHEDULE 7
 Form of Deed of Assignment
 43




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##### 



SCHEDULE 8
 Form of Lease Request
 TO:
    
    Paul CrimminsHead of Relationship BankingWestpac Bank PNG Limited
  Master Lease Agreement
 (1)
    
    We hereby request that Westpac prepare a Lease in respect of the items of Equipment
described in this Lease Request.(2)
    
    We hereby enclose the Order Instalment in respect of the said items of Equipment in the
amount of US$[*].(3)
    
    The Lease shall apply to, and the Order Instalment will be used to purchase, the following
item(s) of Equipment:[*](4)
    
    The:
 (a)
    
    Order Date is [*]; and(b)
    
    expected Delivery Date is [*].
 (5)
    
    We represent and warrant to each Indemnified Party on behalf of the Lessee as follows.
 (a)
    
    Except as disclosed in paragraph (c) the representations and warranties in the
Master Lease Agreement are true as though they had been made at the date of
this Lease Request in respect of the facts and circumstances then subsisting.(b)
    
    Except as disclosed in paragraph (c) no Event of Default or Potential Event of
Default subsists or will result from the issuance of the Lease.(c)
    
    Details of the exceptions to paragraphs (a) and (b) are as follows: [*], and we
[have taken/propose] the following remedial action [*].(d)
    
    The relevant item of Equipment is:
 
    
    new, depreciable earthmoving or road building equipment and is to be used by
the Lessee wholly within Papua New Guinea in connection with the Project;
    
    covered by the duly executed Supply Contract (including the Sell Back Option)
and Maintenance Contract; and
    
    covered by the PRI Policy.
 (e)
    
    The proposed maintenance programmes and the Maintenance Contract are sufficient
to ensure that the relevant item of Equipment will comply with the requirements of
the Sell Back Option.(f)
    
    All necessary Authorisations in respect of the relevant item of Equipment have
been obtained.
 Note: Inclusion of a statement under paragraph (c) will not prejudice the conditions
precedent in the agreement.
 (6)
    
    We certify that the Project is fully funded to the date of this Lease Request and the Cost to
Complete the Project as set out below is less than the Available Funding for the Project as
set
 44




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##### 



out below:Cost to Complete according to Project construction budget dated [*] (being the most recent
and current update of the budget)
 Amount of construction costs, operating costs and development costs payable
but unpaid, or likely to be payable or incurred to achieve completion of the
Project:The amount of debt service already payable but unpaid or likely to be payable
or incurred under the Project Documents or the Bank Documents up to and
including the estimated completion date of the Project:The amount of any other costs including any liquidated damages payable to any
person already payable but unpaid or likely to be payable or incurred up to
and including the estimated completion date of the Project:Total Cost to Complete:
 Available Funding
 Balance in bank accounts:Available commitment under Project Loan Agreement:Other amounts which have been committed to be provided (but not yet
provided) to the Lessee:Other (specify)Total Available Funding:
 [Note: to be deleted if adequate cash security has been provided to Westpac under clause 1.2.2]
 (7)
    
    The following Project Document(s) ha[s/ve] been amended or replaced:[*]We attach a true complete copy of [that/those] Project Document(s). ]
    Note: 2 directors are required to sign
  45




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---



##### 








---



##### 



1
    
    
    INTERPRETATION
    
    
    42
    
    
    INTRODUCTION
    
    
    283
    
    
    SUSPENSIVE CONDITIONS
    
    
    294
    
    
    FACILITY
    
    
    325
    
    
    INTEREST
    
    
    346
    
    
    REPAYMENTS
    
    
    357
    
    
    PAYMENT COVENANTS
    
    
    358
    
    
    AUDITED FINANCIAL STATEMENTS AND MANAGEMENT
ACCOUNTS
    
    
    379
    
    
    PROJECT BUDGETS
    
    
    3710
    
    
    CURRENT MODEL
    
    
    3811
    
    
    SUBMISSIONS TO THE EXPERT
    
    
    3912
    
    
    CONSTRUCTION PROGRESS REPORTS
    
    
    4113
    
    
    FAILURE TO DELIVER
    
    
    4114
    
    
    VOLUNTARY PREPAYMENT
    
    
    4115
    
    
    MANDATORY PREPAYMENT
    
    
    4216
    
    
    TECHNICAL COMPLETION TEST
    
    
    4217
    
    
    INSURANCE
    
    
    4318
    
    
    POSITIVE UNDERTAKINGS
    
    
    4319
    
    
    NEGATIVE UNDERTAKINGS
    
    
    4920
    
    
    REPRESENTATIONS AND WARRANTIES
    
    
    5321
    
    
    SET UP COSTS
    
    
    5922
    
    
    CHANGE IN LAW
    
    
    6023
    
    
    EVENTS OF DEFAULT
    
    
    6124
    
    
    TERMINATION
    
    
    6925
    
    
    APPLICATION OF PAYMENTS AFTER AN EVENT OF
DEFAULT AND NON-CANCELLATION
    
    
    7026
    
    
    ARBITRATION
    
    
    7127
    
    
    CONFLICTS
    
    
    7228
    
    
    ALLOCATION OF PAYMENTS
    
    
    7229
    
    
    INDEMNITY
    
    
    7230
    
    
    ILLEGALITY
    
    
    7331
    
    
    RENEGOTIATION
    
    
    7332
    
    
    SUPPORT CLAUSE
    
    
    73




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Page 3 33
    
    
    CURRENCY INDEMNITY
    
    
    7334
    
    
    NOTICES
    
    
    7435
    
    
    CESSION AND ASSIGNMENT OF THE AGREEMENT
    
    
    7536
    
    
    CONFIDENTIALITY
    
    
    7637
    
    
    SEVERABILITY
    
    
    7738
    
    
    GENERAL
    
    
    7739
    
    
    APPLICABLE LAW AND JURISDICTION
    
    
    7840
    
    
    COSTS, STAMP DUTY AND FEES
    
    
    79
  Annexe A
    
    ADVANCES AND INSTALMENTSAnnexe B
    
    DRAW DOWN REQUESTAnnexe C
    
    PRINTOUT OF BASE CASE FINANCIAL MODEL AND CURRENT MODELAnnexe D
    
    SPECIMEN RESOLUTIONAnnexe E
    
    ACCEPTANCE CERTIFICATEAnnexe F
    
    PERIODIC REPORTS  CONSTRUCTION PERIODAnnexe G
    
    PERIODIC OPERATIONAL REPORTSAnnexe H
    
    TECHNICAL COMPLETION TEST REQUIREMENTSAnnexe I
    
    HIDDEN VALLEY TENEMENTSAnnexe J
    
    SECURITY DOCUMENTS




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##### 



Page 4 WHEREBY THE PARTIES AGREE AS FOLLOWS :
 1
    
    INTERPRETATION
 1.1
    
    In this Agreement -
 1.1.1
    
    clause headings are for convenience only and are not to
be used in its interpretation;1.1.2
    
    an expression which denotes -
 1.1.2.1
    
    any gender includes the other genders;1.1.2.2
    
    a natural person includes a juristic person and vice versa; and1.1.2.3
    
    the singular includes the plural and vice versa.
 1.2
    
    In this Agreement, unless the context indicates a contrary intention, the
following words and expressions bear the meanings assigned to them
and cognate expressions bear corresponding meanings -
 1.2.1
    
    Advancemeans the principal amount or amounts up to
an aggregate equal to the Facility Amount to be advanced
by the Lender to the Borrower under the Facility;1.2.2
    
    Advance Datemeans the business day upon which
any Advance is made or is to be made;1.2.3
    
    Advisersmeans the Lenders Technical Adviser,
Insurance Adviser and Legal Adviser, or as the context
may require, any of them;1.2.4
    
    Agreementmeans this agreement and includes all
annexes to this Agreement which annexes shall form an
integral part of this Agreement;1.2.5
    
    Applicable Lawmeans the common law and statutory
law applicable in the Republic of South Africa, the Isle of




---



##### 



Page 5 Man and/or the Territory including any present or future constitution,
decree, judgment, legislation, measure, requirement, order, ordinance,
regulation, statute, treaty, directive, rule, guideline, practice,
concession, or request issued by any relevant Authority which is applicable
to the Project, and any of the present or future parties to the Project
Documents or the Finance Documents;1.2.6
    
    Applicable Marginmeans in respect of each Advance
the applicable interest rate margin set out in item 1 of
Annexe A, as amended from time to time;1.2.7
    
    Approved Project Budgetmeans a Project Budget
approved by the Lender pursuant to clause 9;1.2.8
    
    AUD means the lawful currency of Australia, from time
to time;1.2.9
    
    Audited Financial Statementsmeans the audited
financial statements of the Borrower for each Financial
Year;1.2.10
    
    Auditorsmeans PricewaterhouseCoopers, being the
Borrowers auditors or such other firm of public
accountants as may be approved by the Lender from time
to time;1.2.11
    
    Authorisationincludes any authorisation, condition,
consent, approval, resolution, licence, registration,
declaration, filing, notarisation, certificate, permit,
permission, registration or exemption from, by or with any
Authority, whether given or withheld by express action or
deemed given or withheld by failure to act within any
specified time period, and all corporate, creditor and
shareholder approvals and consents;1.2.12
    
    Authoritymeans any government, governmental,
administrative, fiscal, monetary, central bank, judicial,




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##### 



Page 6 regulatory, self-regulatory or government owned or controlled body,
department, commission, authority, tribunal, agency or entity;1.2.13
    
    Availability Periodmeans the period commencing on
the business day following the Commencement Date and
ending on the business day prior to the First Repayment
Date;1.2.14
    
    Available Facilitymeans the Facility Amount less -
 1.2.14.1
    
    the amount of any Facility Outstandings; and1.2.14.2
    
    any amounts of any nature whatsoever (including, without
limitation, any fees) which are payable by the Borrower to the
Lender pursuant to this Agreement to the extent to which such
amounts have not been paid;1.2.14.3
    
    in relation to any proposed Draw Down Request, the amount of
any Advances that are due to be made on or before the proposed
Advance Date;
 1.2.15
    
    Base Case Financial Modelmeans the financial model
in respect of the Project, approved by the Lender and the
Borrower and saved in read only format on a computer
disk to be lodged with the Lender within a reasonable time
after the Commencement Date;1.2.16
    
    Borrowermeans Morobe Consolidated Goldfields
Limited, Registration No. 1-12047, a limited liability
company duly incorporated in accordance with the laws of
Papua New Guinea;1.2.17
    
    Borrower Revenuesmeans in relation to any period,
all amounts received or to be received by the Borrower
during such period by way of -
 1.2.17.1
    
    proceeds of sales of gold, silver and/or other metals and/or
minerals (including gold bearing ore and dore) derived from the




---



##### 



Page 7 Project, including the proceeds from the closing out, settling or
unwinding of any derivative or hedging instruments entered into in
relation to the Project;1.2.17.2
    
    refunds of Taxes, including goods and services tax;1.2.17.3
    
    value, whether in the form of money, securities, property or
otherwise, paid or payable by any Authority for the appropriation,
confiscation, expropriation or nationalisation of ownership or
control of the Borrower or the Project or any portion thereof;1.2.17.4
    
    Insurance Proceeds;1.2.17.5
    
    proceeds of the sale or disposal of any assets of the Borrower;1.2.17.6
    
    all payments and liquidated damages recovered by the Borrower
from any contractors engaged in the Project (whether or not as
penalties for non-performance or late performance by the said
contractor);1.2.17.7
    
    any other amount payable to the Borrower;1.2.17.8
    
    other amounts of whatsoever nature which are certified by the
Auditors to be income generated out of the Project; and1.2.17.9
    
    other amounts agreed between the Lender and the Borrower to
constitute Borrower Revenues,
  1.2.17.10
    
    no account shall be taken of Advances; and1.2.17.11
    
    the amount of any penalties payable or to be paid (if any) by the
Borrower pursuant to any Project Documents in such period shall
be deducted;
 1.2.18
    
    Capital Costsmeans costs and expenses incurred by the
Borrower in carrying out the Project, including -




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##### 



Page 8 
 1.2.18.1
    
    amounts payable under a Construction Contract;1.2.18.2
    
    purchase of plant and equipment for construction and mining
described in the Current Model (to the extent not paid under a
Construction Contract);1.2.18.3
    
    reasonable fees and expenses of professional advisers engaged
by the Borrower in relation to the Project;1.2.18.4
    
    costs and expenses in obtaining or renewing any Authorisation, or
maintaining or preserving any rights necessary for the Project;1.2.18.5
    
    Insurance premiums in respect of the Project (to the extent not
paid under a Construction Contract);1.2.18.6
    
    Taxes in respect of the Project;1.2.18.7
    
    agreed rehabilitation and/or closure costs and agreed mining
exploration expenditure;1.2.18.8
    
    other costs and expenses designated by agreement between the
Lender and the Borrower as Capital Costs;1.2.18.9
    
    landowner payments and other compensation payments made
prior to the Commencement Date and described in the Current
Model;
 1.2.19
    
    Change in Lawmeans any implementation,
introduction, abolition, withdrawal or variation of any Applicable Law
or any directive, ruling, request, notice, announcement (including but
not limited to any budget speech), guideline by any Authority (whether
or not having the force of law) or any change in any interpretation, or
the introduction or making of any new or further interpretation, or
compliance with any new or different request or direction (in either
case whether or not having the force of law) from any Authority in the
Republic of South Africa, the Isle of Man or the Territory;




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##### 



Page 9 1.2.20
    
    Commencement Datemeans the date upon which all
of the Suspensive Conditions have been fulfilled or
waived;1.2.21
    
    Commissioning Datemeans a date occurring not later
than 24 (twenty four) months after the Commencement
Date (or such later date as the Parties may agree in
writing), being the date upon which all the Project Works
are to have been executed and installed to the
satisfaction of the Lender in accordance with the Project
Budget, and the Project Works have been successfully
commissioned to enable the criteria set out in the Project
Budget (and specifically the levels of processed ore,
recovered gold, silver, other metals and/or minerals and
total costs) to be met by the Project on a sustained basis;1.2.22
    
    Construction Budgetmeans at any time the most
recent construction budget prepared by the Borrower in
respect of the Project and delivered to the Lender by the
Borrower in accordance with clause 9;1.2.23
    
    Construction Contractsmeans the contract(s) for the
construction, commissioning, testing and trial operation of
the Project Works to be concluded between the Borrower
and the respective contractors and/or suppliers from time
to time during the Term;1.2.24
    
    Current Modelmeans the Base Case Financial Model,
as updated to take into account the actual and projected
performance of the Borrower from time to time;1.2.25
    
    Discharge Datemeans the date on which the Borrower
has unconditionally and irrevocably paid to the Lender all
amounts, whether in respect of interest, principal or
otherwise, which may become payable by the Borrower to
the Lender arising out of or in connection with the Facility;




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##### 



Page 10 1.2.26
    
    Disposemeans any sale, transfer, cession,
assignment, lease, alienation, donation, renunciation,
surrender, waiver, relinquishment, exchange or other
disposal of any nature whatsoever and Disposalhas a
corresponding meaning;1.2.27
    
    Distributionmeans any payment by way of interest,
principal, dividend, capital, fee, royalty or other distribution
or payment;1.2.28
    
    Draw Down Requestmeans a notice substantially in
the form set out in annexe B;1.2.29
    
    EIA means the Project Environmental Impact
Assessment Report dated February 2004, prepared by
Enesar Consulting Pty Ltd on behalf of the Borrower, as
amended or supplemented in accordance with
Environmental Laws;1.2.30
    
    Encumbrancemeans any mortgage, pledge, lien, deed
of cession, assignment, hypothecation or security interest
or any other agreement or arrangement having the effect
of conferring security whether by contract or operation of
Applicable Law, including any arrangement under which
money or claims to, or the benefit of, a bank or other
account may be applied, set-off or made subject to a
combination of accounts so as to effect discharge of any
sum owed or payable to any person;1.2.31
    
    Environmental Approvalmeans Authorisations
required under Environmental Laws in connection with the
Project;1.2.32
    
    Environmental Lawsmeans all Applicable Law
concerning the environment which must be complied with
in respect of the Project, including the Papua New Guinea
Environmental Act of 2000;




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##### 



Page 11 1.2.33
    
    Environmental Planmeans the Borrowers
environmental plan prepared in a manner consistent with
the requirements set out in the ElA to complete the
Project and to bring the Project into compliance with all
Environmental Laws;1.2.34
    
    Event of Defaultmeans any one or more of the events
or circumstances described as such in clause 23;1.2.35
    
    Exchange Ratemeans the spot exchange offer-rates
quoted by the Lenders designated bankers (being the
rate in the applicable currency at which such bank will sell
USD for immediate delivery) at 11h00 on the relevant
business day;1.2.36
    
    Expertmeans an expert appointed in accordance with
clause 11;1.2.37
    
    Facilitymeans the project loan facility made available
by the Lender to the Borrower in accordance with the
terms and conditions set out in this Agreement;1.2.38
    
    Facility Amountmeans a maximum amount of
USD257,000,000 (two hundred and fifty seven million
United States Dollars), or such other amount as may be
agreed between the Parties from time to time, inclusive of
all interest capitalized to the Facility during the Availability
Period;1.2.39
    
    Facility Outstandingsmeans the aggregate of -
 1.2.39.1
    
    all Advances; and1.2.39.2
    
    all interest on Advances;for the time being outstanding hereunder;
 1.2.40
    
    Facility Purposemeans, subject to the further terms of
this Agreement, to fund the Project Costs;




---



##### 



Page 12 1.2.41
    
    Final Maturity Datemeans at any time, the date upon
which it is scheduled in terms of item 3 of annexe A,
that the Facility shall have been fully repaid, or such other
date as may be agreed between the Parties from time to
time;1.2.42
    
    Finance Documentsmeans -
 1.2.42.1
    
    this Agreement;1.2.42.2
    
    the Security Documents;1.2.42.3
    
    printed versions of the Base Case Financial Model and the Current
Model as at the Signature Date, substantially in the form of annexe
C; and1.2.42.4
    
    any other document designated as such by the Lender;
 1.2.43
    
    Financial Indebtednessmeans any indebtedness in
respect of -
 1.2.43.1
    
    monies borrowed from any third parties, including banks and other
financial institutions;1.2.43.2
    
    any debenture, bond, note, loan stock or other security but
excluding any bill or note drawn, accepted or issued in the ordinary
course of business;1.2.43.3
    
    any acceptance credit;1.2.43.4
    
    receivables sold or discounted (otherwise than on a non-recourse
basis);1.2.43.5
    
    the acquisition cost of any asset to the extent payable after the
time of acquisition or possession where the deferred payment is
arranged primarily as a method of raising finance or financing the
acquisition of that asset;1.2.43.6
    
    any lease entered into primarily as a method of raising finance or
financing the acquisition of the asset leased;




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Page 13 1.2.43.7
    
    any currency swap or interest swap, cap or collar arrangements or
any other derivative or hedging instrument;1.2.43.8
    
    any amount raised under any other transaction having the
commercial effect of financial indebtedness or raising of money; or1.2.43.9
    
    any guarantee, indemnity or similar assurance against financial
loss of any person, but excluding -1.2.43.9.1
    
    performance or similar guarantees of a non-financial nature
provided they are/were given in the ordinary course of business;
and1.2.43.9.2
    
    performance and environmental rehabilitation bonds of a
financial nature; and1.2.43.9.3
    
    financial guarantees not exceeding USD5,000,000 (five million
United States Dollars) in the aggregate in respect of any
Financial Year,
  1.2.43.10
    
    any indebtedness in respect of trade creditors and Shareholder
Claims in amounts consistent with the Base Case Financial Model;
and1.2.43.11
    
    Facility Outstandings and indebtedness permitted in terms of this
Agreement, including all fees and charges due by the Borrower in
accordance with the terms and conditions of this Agreement;
 1.2.44
    
    Financial Yearmeans the financial year of the
Borrower, ending on 30 June in each year;1.2.45
    
    First Repayment Datemeans a date falling 9 (nine)
months after the Commissioning Date;1.2.46
    
    Force Majeuremeans circumstances or an event
beyond the reasonable control of a Party which, despite
the exercise of diligent efforts, the relevant Party was




---



##### 



Page 14  1.2.46.1
    
    any act of God;1.2.46.2
    
    war, (whether declared or not), armed conflict, hostile act of public
enemy, act of terrorism, embargo, military operations, blockade,
insurrection or interference, sabotage, revolution, riot, civil
commotion;1.2.46.3
    
    labour disturbance or strikes (provided that strike shall not
include any action affecting tradesmen, workmen or other persons
which continues for less than 5 (five) consecutive days and shall
exclude any strike by or affecting employees of a Party as a result
of any unlawful act or omission of such Party);
 1.2.46.4
    
    cave in, road access failure, road wash-away, wall failure,
explosion, breakage or accident to machinery or equipment or
power transmission lines or other facility, inability to obtain or delay
in obtaining essential equipment, materials or transport or any
other such cause;1.2.46.5
    
    flood, storm, fire, earthquake, lightning, cyclone, tidal wave,
landslide and other natural disaster; or1.2.46.6
    
    any action, demand, order, restraint, restriction, requirement,
prevention, frustration or hindrance, regulation or law by or of any
court or Authority;1.2.46.7
    
    landowner blockade, insurrection or interference;
 1.2.47
    
    Groupmeans Harmony Gold Mining Company Limited,
Registration No. 1950/038232/06, and its subsidiaries;1.2.48
    
    Harmony Netherlandsmeans Harmony Gold
(Netherlands) B.V., a limited liability company duly
incorporated in accordance with the laws of the
Netherlands;




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##### 



Page 15 1.2.49
    
    HGPSmeans Harmony Gold (PNG Services) Pty
Limited, ACN 083 828 853, a limited liability private
company duly incorporated in accordance with the laws of
Australia;1.2.50
    
    Hidden Valley Tenementsmeans -
 1.2.50.1
    
    the mining tenements held by the Borrower in the Territory
described in the schedule of tenements attached hereto marked
annexe I;1.2.50.2
    
    any other mining tenement owned or controlled by the Borrower at
any time which the Lender (acting reasonably) determines is or will
be required for a key or integral part of operations conducted or to
be conducted by the Borrower on the tenements described in
clause 1.2.50.1 above,
  1.2.51
    
    IFRSmeans International Financial Reporting Standards;1.2.52
    
    Increased Costsmeans any and all additional costs to,
or reduction in the amount payable to, or a reduction in
the after Tax return achieved by the Lender, which is
attributable to the Lender entering into, performing,
maintaining or funding its obligations under any of the
Finance Documents;1.2.53
    
    Instalmentsmeans the 21 (twenty one) consecutive
quarterly instalments of capital and interest referred to in
annexe A in terms of which the Borrower will repay all
Facility Outstandings;1.2.54
    
    Insurancemeans insurance and reinsurance cover to
be obtained by the Borrower to the satisfaction of the




---



##### 



Page 16 Lender over all property of the Borrower of an insurable nature and
of a character usually insured, with insurers of good repute
selected by the Borrower against such risks with such coverage
(including deductibles and exclusions) as is customary for mining
and processing projects of a similar type and scale, taking into
account the availability and the cost of such coverage and the
Facility Amount;1.2.55
    
    Insurance Advisermeans Marsh Pty Limited and the
Heath Lambert Group, acting on behalf of the Lender or
such replacement insurance adviser or consultant as the
Lender may nominate in writing;1.2.56
    
    Insurance Proceedsmeans all proceeds and amounts
payable or paid to or on account of the Borrower in
respect of any claim relating to the Project under any
Insurances;1.2.57
    
    Interest Periodmeans the 3 (three) month period(s) in
respect of which interest is to be calculated at the Interest
Rate, the first interest period being a broken interest
period calculated from the relevant Advance Date to the
last day of the month in which the Advance Date falls, and
each interest period thereafter commencing on the day
following the last day of the previous interest period and
terminating on the day preceding the following interest
period, provided that the last interest period in respect of
any Advance shall terminate on the Final Maturity Date;1.2.58
    
    Interest Ratemeans LIBOR plus the Applicable
Margin, expressed as a nominal annual compounded
monthly in arrears rate;1.2.59
    
    LIBORmeans, in relation to any Advance -
 1.2.59.1
    
    the applicable 90 (ninety) day Screen Rate; or




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##### 



Page 17 1.2.59.2
    
    (if no Screen Rate is available for the currency or period of that
Advance) the rate determined by the Lender to be that quoted by leading banks
in the London inter bank market, as of 11,00am on the Rate Fixing Date for the
offering of deposits in USD and for a period comparable to the Interest Period
for that Advance;
 1.2.60
    
    LIBOR Rate Fixing Daymeans, in relation to an
Interest Period, the day on which quotes are customarily
given in the London interbank market for deposits in USD
for delivery on the first day of that Interest Period;
provided that, in each case, if, for any Interest Period,
quotations would ordinarily be given on more than one
day, the LIBOR Rate Fixing Day shall be the last such
day;1.2.61
    
    Life of Mine Planmeans the life of mine budget and
operating plan for a particular Project which is in a format
acceptable to the Lender (acting reasonably), which
complies with the requirements of this Agreement and
which -
 1.2.61.1
    
    details forecast physical and financial parameters and
assumptions for the construction and operation of the Project by
the Borrower, including, ore reserves and resources, capital
expenditure schedules and funding requirements, schedules for
ore tonnes and grade and waste movement; ore haulage, ore
treatment, metallurgical recoveries and production of product,
capital costs and operating costs, exploration costs, royalties,
cashflow, taxation, governmental charges, administration costs
and account balances as required by the Lender;1.2.61.2
    
    uses the reserves and resources of the Project described in clause
1.2.61.1 above for all forecasts and projections; and1.2.61.3
    
    sets out all tenements which will be relied on to generate gold and
other metals and minerals for that Project or which will be required
to enable the Borrower to carry on a key or integral part of




---



##### 



Page 18  1.2.62
    
    Legal Advisermeans Cliffe Dekker Inc. acting on
behalf of the Lender or such other replacement legal
adviser as the Lender may nominate in writing;1.2.63
    
    Lendermeans HGM (Isle Of Man) (PTY) Limited,
Registration Number 116712C;1.2.64
    
    Lenders Technical Advisermeans RSG Global Pty
Limited, or such other or additional technical adviser or
expert as the Lender may appoint in writing at the
Borrowers cost, from time to time, for the purposes
described in this Agreement;1.2.65
    
    Management Accountsmeans the Borrowers
unaudited quarterly management accounting records
containing cash flow statements and such other
information requested of the Borrower from time to time,
inter alia,to update the Current Model;1.2.66
    
    Material Adverse Changemeans a change in the
circumstances existing as at the Signature Date which -
 1.2.66.1
    
    in the sole opinion of the Lender, may or will have the effect that -
 1.2.66.1.1
    
    the Shares, Borrower Revenues, property, assets, mineral
and/or mining rights or any part of the Project or the Project Works may or
will be seized, expropriated, nationalised, requisitioned, confiscated,
withdrawn and/or cancelled in any way by any Authority (whether acting in
its own name or behalf or on behalf or in favour of any other person or
group, including any land owner group) or may or will be subject to any
other political or sovereign risk event; or




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Page 19 1.2.66.1.2
    
    the Lender or the Borrower (on behalf of the Lender) may or will
be unable to enforce a final and binding decision obtained in any jurisdiction
against the Borrower, in any other jurisdiction; or
 1.2.66.2
    
    in the reasonable opinion of the Lender, may or will have a
material adverse effect on -
 1.2.66.2.1
    
    the business activities, operations, property, mineral and/or
mining rights, prospects or financial condition of the Borrower;1.2.66.2.2
    
    the ability of the Borrower or any signatory to the Project
Documents, Finance Documents or Material Contracts (as the
context requires) to perform any of its obligations under any
Project Document, Finance Document or Material Contract to
which it is a party, including the obligation to convert any
currency into USD in order to make a scheduled payment of
interest or capital and/or the denial of such conversion in an
exchange-rate category at least as favourable as the Exchange
Rate;1.2.66.2.3
    
    the legality, validity or enforceability of any Project Documents,
Finance Documents or Material Contracts or the rights or
remedies of the Lender or any signatory thereto thereunder (as
the context requires); or1.2.66.2.4
    
    the value of any property over which Security is held;
 1.2.67
    
    Material Contractmeans a contract, not included in the
Approved Project, which will involve the Borrower
committing or expending, over the term of the contract, an
amount in excess of USD10,000,000 (ten million United
States Dollars);1.2.68
    
    Operating Budgetmeans at any time, the most recent
operating budget prepared by the Borrower in respect of
the Project and delivered by the Borrower to the Lender
pursuant to and in accordance with clause 9;




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Page 20 1.2.69
    
    Operation and Maintenance Costsmeans all
operation and maintenance costs and expenses paid in
accordance with the Approved Project Budget by the
Borrower in connection with the Project, but excluding -
 1.2.69.1
    
    the payment by the Borrower of costs incurred by it in respect of
guarantees issued to any member of the Group in relation to
Permitted Encumbrances;1.2.69.2
    
    the payment by the Borrower of its share of Group insurance
costs, premiums and related charges;1.2.69.3
    
    the provision to landowners and other community groups affected
by the Project of credit and/or finance in relation to land owner
initiatives and business activities described in the Current Model or
otherwise agreed to in writing by the Lender; and1.2.69.4
    
    Capital Costs;
 1.2.70
    
    Partymeans a party to this Agreement;1.2.71
    
    Permitted Encumbrancemeans -
 1.2.71.1
    
    any Encumbrance existing at the Signature Date and disclosed to
the Lender in writing or reflected in the Audited Financial
Statements of the Borrower as at and for the twelve month period
ending 30 June 2006 and/or for the six month period ending
31 December 2006;1.2.71.2
    
    any liens arising by operation of law in the ordinary course of
business;1.2.71.3
    
    any Encumbrances created in the ordinary course of the trading
activities of the Borrower as a term of supply of any goods or
services to the Borrower in terms of the relevant suppliers
standard or usual terms and conditions of sale or supply, not
exceeding USD5,000,000 (five million United States Dollars) in the
aggregate in respect of any Financial Year;




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Page 21 1.2.71.4
    
    any Encumbrances arising as a result of deposits made to secure
the performance of tenders, bids or trade or government contracts,
to secure leases, statutory or regulatory obligations, surety or
appeal bonds, performance or other obligations of a like nature
incurred in the ordinary course of business and in respect of the
Project;1.2.71.5
    
    any Encumbrances created over any property or asset acquired in
respect of the Project after the Signature Date to secure
indebtedness incurred for the purpose of financing the purchase of
such property or asset, provided that the Encumbrance is limited to
the value of the indebtedness incurred to acquire such property or
asset as aforesaid;1.2.71.6
    
    any Encumbrances created with the prior written consent of the
Lender, including in respect of the financing of equipment used to
carry out the Project;1.2.71.7
    
    the Deed of Charge dated 17 June 1997 between Rio Tinto
Limited (RTL) and the Borrower securing RTLs entitlements
under a royalty deed; and1.2.71.8
    
    the Security;
 1.2.72
    
    Potential Event of Defaultmeans any event which
would, with the giving of notice, lapse of time or the
fulfilment of any other applicable requirement or any
combination thereof, if not remedied or waived, become
an Event of Default;1.2.73
    
    Projectmeans the Hidden Valley mining project in
terms of which the Borrower shall fund, design, procure,
construct and commission a mine on its Hidden Valley
Tenements and conduct mining, mineral processing and
related operations thereon;1.2.74
    
    Project Budgetmeans at any time, the most recent
project budget, incorporating the most recent Construction




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Page 22 Budget, Life of Mine Plan and Operating Budget, prepared by the
Borrower in a manner compatible with the Current Model and delivered
by the Borrower to the Lender pursuant to and in accordance with
clause 9;1.2.75
    
    Project Costsmeans in respect of any period, the
aggregate of all -
 1.2.75.1
    
    Operation and Maintenance Costs;1.2.75.2
    
    Capital Costs; and1.2.75.3
    
    USD 22,500,000 to purchase the royalty over the Project;
 but excluding -
 1.2.75.4
    
    principal and interest amounts and fees and costs due under this
Agreement; and1.2.75.5
    
    any Restricted Payments;
 1.2.76
    
    Project Documentsmeans the -
 1.2.76.1
    
    Environmental Approvals and Environmental Plan;1.2.76.2
    
    Construction Contracts; and1.2.76.3
    
    any other document designated as such by the Lender;
 1.2.77
    
    Project Worksmeans all the works, activities and
operations to be undertaken by the Borrower or on its
behalf by the contractors and suppliers under the
Construction Contracts, in respect of the execution of the
Project;1.2.78
    
    Repayment Datemeans each 3 (three) monthly date
upon which the Instalments are to be paid, as set out in
Annexe A and as amended from time to time in
accordance with fluctuations in the Facility Outstandings,




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Page 23 or such other dates(s) as may be agreed between the Parties from time to time;1.2.79
    
    Required Insurancemeans all commercial, mining,
vehicle fleet, equipment and such other insurance as may
be determined by the Lender from time to time or as may
be advised by the Insurance Adviser;1.2.80
    
    Restricted Paymentsmeans Distributions made or
intended to be made in respect of Shareholder Claims;1.2.81
    
    Screen Ratemeans, in relation to LIBOR, the British
Bankers Association Interest Settlement Rate for the
relevant currency and period displayed on the appropriate
page of the Reuters screen. If the agreed page is
replaced or service ceases to be available, the Lender
and the Borrower shall agree another page or service
displaying the appropriate rate which most closely
approximates LIBOR;1.2.82
    
    Securitymeans the security interests constituted by the
Security Documents;1.2.83
    
    Security Documentsmeans the security documents
listed in annexe J and such other security documents as
required by the Lender securing the property, mineral
rights, mining rights, assets and/or income of the
Borrower, to be mortgaged, assigned or charged (whether
by fixed or floating charge) to the Lender under Applicable
Law;1.2.84
    
    Shareholdermeans any holder of Shares for the time
being;1.2.85
    
    Shareholder Claimsmeans any amount of any nature
whatsoever, arising out of any cause of action
whatsoever, from time to time owed by the Borrower to
any Shareholder, including any subordinated loans,




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Page 24 management and/or technical fees payable to or on behalf of any Shareholder;1.2.86
    
    Sharesmeans ordinary issued shares in the share
capital of the Borrower;1.2.87
    
    Signature Datemeans the date of signature of this
Agreement by the Party last signing;1.2.88
    
    Steady-State Productionmeans, for the purposes of
Technical Completion, a period of consistent production
over 3 (three) consecutive months where the tonnage
processed through the Project plant is within 10% (ten
percent) of the production figure utilised in the Base Case
Financial Model;1.2.89
    
    Suspensive Conditionsmeans the suspensive
conditions contained in clause 3;1.2.90
    
    Taxmeans all income, capital gains and other taxes,
charges, imposts, levies, deductions, withholdings or fees
of any kind whatsoever, or any amount payable on
account of or as security for any of the aforegoing by
whomsoever and on whomsoever imposed, levied,
collected, withheld or assessed, together with any
penalties, additions, fines, surcharges or interest relating
thereto, and the word Taxationshall be construed
accordingly;1.2.91
    
    Technical Completionmeans technical completion of
the Project in accordance with the provisions of clause 15;1.2.92
    
    Technical Completion Datemeans the date upon
which the Project achieves Technical Completion as
certified by the Lender in its sole discretion;




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##### 



Page 25 1.2.93
    
    Termmeans the entire period which commences on the
Signature Date and which terminates on the Discharge Date;1.2.94
    
    Territorymeans the Independent State of Papua New Guinea;1.2.95
    
    USD or $ means the lawful currency of the United
States of America, from time to time;1.2.96
    
    Voluntary Prepaymentmeans a prepayment of all or
any part of the Facility Outstandings in accordance with
the provisions of clause 14; and1.2.97
    
    ZARor randmeans the lawful currency of the
Republic of South Africa.
 1.3
    
    Any substantive provision, conferring rights or imposing obligations on a
Party and appearing in any of the definitions in clause 1.2 or elsewhere
in this Agreement or any of its annexes, shall be given effect to as if it
were a substantive provision in the body of the Agreement or of the
annexe concerned.1.4
    
    Words and expressions defined in any clause shall, unless the
application of any such word or expression is specifically limited to that
clause, bear the meaning assigned to such word or expression
throughout this Agreement.1.5
    
    Terms other than those defined within this Agreement and its annexes
will be given their plain English meaning.1.6
    
    Defined terms appearing in this Agreement and its annexes in title case
shall be given their meaning as defined, while the same terms appearing
in lower case shall be interpreted in accordance with their plain English
meaning.1.7
    
    The terms holding company and subsidiary shall bear the meanings
assigned to them under the South African Companies Act, 1973 and any
reference in sections 1(3) and 1(4) of the Companies Act to company




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##### 



Page 26 shall be deemed to include a company incorporated in a jurisdiction other than South
Africa.1.8
    
    As far as practicable, but at all times consistent with the terms of this
Agreement as a whole (and in particular clause 39.1), the Parties shall
use reasonable endeavours to resolve any conflict, inconsistency or
ambiguity between Applicable Laws. If any conflict, inconsistency or
ambiguity between the provisions of any two or more of the laws
comprising the Applicable Law cannot be so resolved, the conflicting
laws shall be interpreted in order of precedence as follows:
 First,
    
    The law of the Republic of South AfricaSecond
    
    The law of the Isle of ManThird
    
    The law of Papua New Guinea
 1.9
    
    A reference to any statutory enactment shall be construed as a
reference to that enactment as at the Signature Date and as amended or
substituted from time to time.1.10
    
    Reference to months or years shall be construed as calendar months
(i.e. one or more of the twelve periods into which a conventional year is
divided) or conventional years (i.e. 1 January to 31 December).
Reference to days shall be construed as calendar days unless
qualified by the word business, in which instance a business day
shall be any day other than a Saturday, Sunday or public holiday as
gazetted under any Applicable Law from time to time. Any reference to
business hours shall be construed as being the hours between 08h30
(eight hours and thirty minutes) and 17h00 (seventeen hours) on any business day.
Any reference to time shall be based upon Greenwich Mean Time.1.11
    
    Unless specifically otherwise provided, any number of days prescribed
shall be determined by including the first and excluding the last day or,
where the last day falls on a Saturday, Sunday or public holiday, the
next succeeding business day.




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Page 27 1.12
    
    Where figures are referred to in numerals and in words, and there is any
conflict between the two, the words shall prevail, unless the context
indicates a contrary intention.1.13
    
    No provision herein shall be construed against or interpreted to the
disadvantage of a Party by reason of such Party having or being
deemed to have structured, drafted or introduced such provision.1.14
    
    The words include and including mean include without limitation
and including without limitation. The use of the words include and
including followed by a specific example or examples shall not be
construed as limiting the meaning of the general wording preceding it:
the application of the eiusdem generisrule is excluded.1.15
    
    Unless specifically otherwise provided, all amounts in this Agreement
are exclusive of Tax.1.16
    
    Any communication required to be in writing in terms of this Agreement
shall only be valid if either written or printed in a paper based form. The
provisions of the South African Electronic Communications and
Transactions Act, 2002, in this regard are expressly excluded from this
Agreement.1.17
    
    This Agreement incorporates the annexes, which annexes shall have the
same force and effect as if set out in the body of this Agreement. In this
Agreement the word Agreementrefers to this Agreement and the
words clause or clauses and
annexe or annexesrefer to
clauses of and annexes to this Agreement.1.18
    
    References to a document shall be construed as a reference to that
document as amended, supplemented, novated or restated.1.19
    
    A reference to a person includes its permitted successors in title, its
permitted assignees and its permitted transferees.1.20
    
    In this Agreement -
 1.20.1
    
    change in control means a change in (i) the power to direct the management
and policies of an entity, whether




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Page 28  1.20.1.1
    
    continuing, in the context of an Event of Default, means -
 1.20.1.1.1
    
    where an Event of Default or its consequences are incapable of
remedy that Event of Default is deemed to be continuing unless
it has been expressly waived in writing by the Lender and all
conditions of such waiver have been fulfilled to the satisfaction
of the Lender;1.20.1.1.2
    
    in any other case, that Event of Default is deemed to be
continuing unless and until either -
 1.20.1.1.2.1
    
    it has been expressly waived in writing by the Lender and all conditions of such waiver have been fulfilled to the
satisfaction of the Lender; or1.20.1.1.2.2
    
    it has been remedied within the applicable period allowed
therefor and the resulting position is that which it would have
been if such Event of Default had not occurred; and
 1.20.1.2
    
    arms length basis means an arrangement or contract on terms
that are no more favourable to the other party to the relevant
arrangement or contract as could reasonably be expected to be
obtained in a comparable arrangement or contract with any person
which is not an affiliate of or otherwise connected to the Borrower.
 INTRODUCTION
 2.1
    
    The Lender, the Borrower, Harmony Netherlands and HGPS are
members of the Group. At the Signature Date, HGPS holds 100% (one
hundred percent) of the Shares of the Borrower.2.2
    
    The Borrower has requested the Lender to provide the Facility, and the
Lender has agreed to provide the Facility to the Borrower for the Facility
Purpose on the terms and conditions contained in this Agreement.




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Page 29 3
    
    SUSPENSIVE CONDITIONS3.1
    
    Save for the provisions of clause 1, this clause 3 and clauses 24 to 40 which will
become effective immediately, this Agreement is subject to the fulfillment of the
following Suspensive Conditions -
 3.1.1
    
    the Lender has received -
 3.1.1.1
    
    copies of a resolution of the board of directors and the members of the
Borrower (substantially in the form of annexes D or otherwise in a form and substance
satisfactory to the Lender) approving the terms of, and the transactions contemplated by, the
Finance Documents and resolving that it execute the Finance Documents to which it is a party;3.1.1.2
    
    the approval of the central bank of Papua New Guinea necessary for the entry
into and performance of the transactions contemplated by any Finance Document or
Project Document;3.1.1.3
    
    all Authorizations which the Lender reasonably considers to be necessary or
desirable in connection with the entry into and performance of the transactions contemplated by any
Finance Document or Project Document or for the validity and enforceability of any
Finance Document or Project Document, including any currency exchange control Authorizations;3.1.1.4
    
    a legal opinion to the Lenders satisfaction from the Lenders legal counsel in
the Territory and such other jurisdictions as may be required by the Lender, confirming inter alia
-3.1.1.4.1
    
    that all Material Contracts in respect of the Project and all Construction
Contracts have been entered into and have become unconditional in accordance with their terms
and their terms and conditions are consistent with the Project Budget;3.1.1.4.2
    
    that all licences, certificates, permits and/or permissions required
to conduct mining operations and all Environmental Approvals in respect of the Project have been
obtained;




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##### 



Page 30 3.1.1.4.3
    
    the legality and enforceability of the Security Documents,
the borrowers title to the Hidden Valley Tenements and the Borrowers obligations under the Finance
Documents (including the priority of claims on insolvency);3.1.1.5
    
    evidence or confirmation from the Borrower to the Lenders satisfaction that -3.1.1.5.1
    
    the Borrower is the owner of the Hidden Valley Tenements free of
Encumbrances other than the Permitted Encumbrances;3.1.1.5.2
    
    each of the Finance Documents (other than this Agreement) and Project
Documents has been entered into and has become unconditional in accordance with its terms
(save for any condition requiring that this Agreement becomes unconditional), and all documents
required to be delivered thereunder have been duly delivered;3.1.1.5.3
    
    each of the Security Documents which are required to be filed, recorded,
stamped and/or registered in order to fully perfect the Security created thereunder has been duly
filed, recorded, stamped and/or registered;3.1.1.5.4
    
    all Insurance cover is in place and all premiums have been paid and are up
to date;3.1.1.6
    
    the Lender has received one duplicate original each of the duly executed
Security Documents, together with evidence or proof of registration thereof with all applicable
authorities as required under Applicable Law;3.1.1.7
    
    written confirmation from the Lenders Technical Adviser that it is satisfied
with the Base Case Financial Model, the Current Model and the initial Project Budgets;
 3.1.2
    
    the Lender is satisfied -




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##### 



Page 31 3.1.2.1
    
    that construction of the Project is fully funded under the Facility, from
third party or external financing or otherwise to the satisfaction of the Lender;3.1.2.2
    
    that no Material Adverse Change has occurred or is continuing;3.1.2.3
    
    no Event of Default or a Potential Event of Default has occurred or is
continuing or would reasonably result from making an Advance.3.2
    
    Each of the Parties will use its best endeavours to procure the fulfilment of the
Suspensive Conditions as soon as reasonably possible after the Signature Date.3.3
    
    Unless the Suspensive Conditions are fulfilled or waived by not later than 6 (six)
months from the Signature Date (or such later date as may be agreed in writing by the Parties) the
provisions of this Agreement will fall away and be of no further force or effect and the status quo
antewill be restored as near as may be. In that event any costs incurred arising from the
negotiation of this Agreement or its subject matter will be borne by the Party incurring such
costs. Neither Party shall have any claim against the other in terms hereof or arising from the
failure of the Suspensive Conditions, save for any claims arising from a breach of the provisions
of clause 3.2.3.4
    
    The Suspensive Conditions have been inserted for the benefit of the Lender who will be
entitled to waive or defer fulfilment of one or more of the conditions, in its sole discretion, by
written notice issued by the Lender to the Borrower. To the extent that the Lender -
 3.4.1
    
    defers fulfilment, those Suspensive Conditions shall be fulfilled by the due date
of deferment as stated in the notice; or3.4.2
    
    waives fulfilment, those Suspensive Conditions shall be deemed to have been
fulfilled.




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Page 32 3.5
    
    Notwithstanding anything to the contrary herein contained, the provisions of clause 1, this
clause 3 and clauses 24 to 40 will survive the failure of this Agreement to become unconditional.
 FACILITY
 4.1
    
    Subject to the fulfilment or waiver of the Suspensive Conditions, the Lender hereby
makes the Facility in a maximum amount equal to the Facility Amount available to the Borrower on
the terms and conditions contained in this Agreement.4.2
    
    Subject to clause 3 above, the Borrower shall be entitled to Advances against the
Facility during the Availability Period as follows -
 4.2.1
    
    as and when the Borrower wishes to draw down Advances under the
Facility it shall furnish the Lender with a Draw Down Request duly executed by the persons
specified, on its behalf, to sign and despatch a Draw Down Requests pursuant to the resolution
referred to in clause 3.1.1.1;4.2.2
    
    each Draw Down Request shall be irrevocable and set out-
 4.2.2.1
    
    the amount of the applicable Advance; and4.2.2.2
    
    the applicable Advance Date which shall not be sooner than 5
(five) business days and not later than 20 (twenty) business days after the date on which the
applicable Draw Down Request is delivered by the Borrower to the Lender;
 4.2.3
    
    Advances shall only be made on business days during the Availability Period;4.2.4
    
    Advances shall only be made in tranches of USD1,000,000 (one
million United States Dollars) and shall be recorded by designated tranche, so that the Facility
Outstanding may at any time be reported by designated tranche and so that all Advances and
interest




---



##### 



Page 33 on Advances under a designated tranche are clearly and separately identifiable from any other
tranche;4.2.5
    
    all Advances shall be used for the Facility Purpose and for
no other purpose whatsoever, and the Lender shall be under no obligation to verify or confirm the
application of the Advances by the Borrower.
 4.3
    
    Advances shall only be made on the following basis, namely -
 4.3.1
    
    the Lender being satisfied that -
 4.3.1.1
    
    the Advance will be applied to Project Costs;4.3.1.2
    
    no Material Adverse Change has occurred or is continuing;4.3.1.3
    
    no Event of Default or a Potential Event of Default has occurred or is
continuing or would reasonably result from making the said Advance;4.3.1.4
    
    no event of Force Majeure has occurred and is continuing;4.3.1.5
    
    the Borrower is not in breach of any of its obligations under this Agreement;
 4.3.2
    
    the relevant Draw Down Request being accompanied by a summary of all relevant
invoices issued to the Borrower in respect of such Project Costs to be funded by the relevant
Advance (copies of which invoices shall be kept by the Borrower and be made available to the Lender
on request), accepted and countersigned by the Lender, substantially in accordance with the
format of the draft Acceptance Certificate attached hereto as annexe E.
 4.4
    
    The Lender may validly act on all information, instructions and requests contained in a
Draw Down Request, without any liability or responsibility to verify or check the accuracy of such
information.




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Page 34 4.5
    
    In the event of the provisions of clause 4.3 not being complied with the Lender may
issue a draw stop notice and furnish a copy thereof to the Borrower, whereupon the Lenders
obligations under this Agreement to honour any Draw Down Request or make any Advance shall be
suspended.4.6
    
    If the first Advance under this Agreement does not occur within 6 (six) months of the
Commencement Date or such later date as may be agreed between the Parties in writing, this
Agreement shall, in the sole discretion of the Lender, be cancelled on written notice issued by the
Lender to the Borrower.4.7
    
    All Advances drawn against the Facility shall, in the absence of an express written
agreement between the Borrower and the Lender to the contrary or unless this Agreement provides to
the contrary, be paid on the relevant Advance Date by electronic transfer into an account
nominated by the Borrower.
 INTEREST
 5.1
    
    All the Advances made by the Lender to the Borrower against the Facility shall bear
interest for each of the Interest Periods at the Interest Rate, which interest shall, subject to
clause Error! Reference source not found.,be payable on the Repayment Dates.5.2
    
    Any interest which accrues on any Advances shall -
 5.2.1
    
    accrue on a daily basis;5.2.2
    
    be capitalized to the Facility during the Availability Period;5.2.3
    
    be calculated on the actual number of days elapsed and a 360 (three hundred and
sixty) day year count convention; and5.2.4
    
    be payable both before and after any judgment is taken against the Borrower.




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Page 35 REPAYMENTS
 6.1
    
    The Borrower shall repay the Advances, together with all interest which accrues thereon from the
First Advance Date until the Final Maturity Date, in the Instalment amounts and on the Repayment
Dates as detailed in annexe A, as updated by the Lender from time to time.6.2
    
    Notwithstanding anything to the contrary herein contained, all Facility Outstandings shall be fully
repaid on the Final Maturity Date.
 PAYMENT COVENANTS
 7.1
    
    The Borrower shall make payment of all Instalments (plus all fees, charges and other payments due
to be paid by the Borrower to the Lender in accordance with the terms and conditions of this
Agreement whether in respect of interest, principal or otherwise) by paying such amounts in USD to
the Lender, free of exchange or other deduction and without the right of set-off or deferment or
avoidance by virtue of any counterclaim or set-off, directly into the following account (or such
other account as the Lender may from time to time in writing designate) by 10h00 on
the due date for payment -
 Name of Account Holder:
    
    HGM (Isle of Man) (Pty) LimitedBranch:
    
    [to be advised]Branch Code:Account Type:Account Number:
 7.2
    
    If the due date for payment of any amount described in clause 7.1 above is not a business day,
the due date for payment shall be the next succeeding business day except if such next succeeding
business day falls into a subsequent month in which event the due date for payment shall be the
immediately preceding business day.7.3
    
    Save where otherwise specifically provided herein, all payments by the Borrower under this
Agreement shall be made in USD and free and clear of any Taxes, except to the extent that the
Borrower is required by




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##### 



Page 36 Applicable Law to make payment subject thereto. If any Tax or amount in respect thereof must be
deducted, or any other deductions must be made from any amounts payable or paid by the Borrower
under this Agreement, the Borrower shall pay such additional amounts as may be necessary to ensure
that the Lender receives a net amount equal to the full amount which it would have received had
payment not been made subject to such Tax or other deduction.7.4
    
    The Borrower shall -
 7.4.1
    
    pay when due all Taxes required by Applicable Law to be deducted or withheld by it
from any amounts paid or payable under this Agreement; and7.4.2
    
    within 15 (fifteen) business days of the payment being made, deliver to the Lender
evidence satisfactory to the Lender (including all relevant Tax receipts) that the payment has
been duly remitted to the appropriate Authority.
 7.5
    
    A certificate or account signed by any manager of the Lender, whose appointment it will
not be necessary to prove, as to the existence and amount of the Borrowers indebtedness to the
Lender hereunder at any time, whether actual or contingent or prospective and as to the fact that
any such amount is due and payable and/or as to any other fact, matter or thing, relating to the
Borrowers indebtedness to the Lender, including, without limiting the generality hereof, as to any
costs or expenses incurred by the Lender in connection with the enforcement or attempted
enforcement by it of any of its rights in terms of this Agreement, will, unless rebutted, be
sufficient proof of the contents thereof for the purposes of provisional sentence or summary
judgment against the Borrower in any court and be treated as a liquid document for those purposes.
Such certificate or account will be deemed to be sufficient particularity for the purposes of
pleading or trial in any action instituted by the Lender against the Borrower.




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##### 



Page 37 AUDITED FINANCIAL STATEMENTS AND MANAGEMENT ACCOUNTS
 8.1
    
    The Borrower shall produce and deliver to the Lender for the duration of the Term -
 8.1.1
    
    copies of its Audited Financial Statements for each Financial Year as soon
as they become available but in any event not later than 6 (six) months after the last day of such
Financial Year;8.1.2
    
    copies of the Management Accounts as soon as they become available but in any event
not later than 30 (thirty) business days after the last day of the quarter in question; and8.1.3
    
    within 5 (five) business days of being requested to do so by the Lender, such other
information in relation to the business and financial position of the Borrower as the Lender may
reasonably require, including without limitation all minutes and resolutions of the
Borrower, Borrower bank statements and account information.
 8.2
    
    The Borrower shall within 15 (fifteen) days of written request or such longer period as
may be agreed between the Parties in writing, provide the Lender with the updated Current Model
together with sufficient information, in form and substance as may be reasonably required by the
Lender, to enable the Lender to make an accurate assesment of the actual financial position of the
Borrower.8.3
    
    The Borrower shall supply to the Lender all documents dispatched by the Borrower to
its Shareholders at the same time as they are dispatched.9
    
    PROJECT BUDGETS9.1
    
    The Borrower shall produce and deliver to the Lender -
 9.1.1
    
    not later than 30 (thirty) days after the Signature Date, the Initial Project Budget;




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##### 



Page 38 9.1.2
    
    not later than 30 (thirty) days before the beginning of each of its Financial Years
(or such other time as may be agreed between the Parties in writing), a draft Project Budget
prepared by it for that Financial Year;9.1.3
    
    not later than 30 (thirty) days after the beginning of each of its Financial Years,
its Project Budget for that Financial Year, which shall be in the form agreed or otherwise
determined in accordance with clause 9.2.
 9.2
    
    Within 10 (ten) business days of receipt of each draft Project Budget pursuant to clause 9.1
the Lender shall notify the Borrower either that it approves or rejects the draft Project Budget.
If it rejects the draft
Project Budget, it shall state its reasons for so doing and the Borrower and the Lender shall
negotiate in good faith to agree the Project Budget. Failing such agreement by the date which is 15
(fifteen) business days prior to the commencement of the Financial Year to which such draft Project
Budget relates, such dispute shall be referred to an Expert for resolution in accordance with
clause 11.10
    
    CURRENT MODEL10.1
    
    The Borrower shall make such revisions to the Current Model as may be reasonably required for
the purpose of -
 10.1.1
    
    correcting any error in the form or structure of the Current Model; and/or10.1.2
    
    incorporating any additional assumptions or amending the form or structure as
advised by the Lender,
 within 10 (ten) business days of becoming aware of the need to revise the Current Model or being
required to revise the Current Model by the Lender, in either such case on one or both of the
grounds specified in clauses 10.1.1 and 10.1.2. If the Borrower fails to make such revisions, then
the Lender may make such revision itself, in which case the Lender shall, at the reasonable expense
of the Borrower, do so.




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##### 



10.2
    
    Any revisions that are required by the Borrower or the Lender shall be
agreed with the Lender or the Borrower (as the case may be) and, failing
agreement within 5 (five) business days, any dispute shall be referred to
the Expert for determination in accordance with clause 11.10.3
    
    If the Current Model is revised in accordance with clause 10.1, the
Lender or the Borrower (as the case may be) shall promptly notify the
other of such revision and provide the other with a read only computer
disk copy of the same.
 11
    
    SUBMISSIONS TO THE EXPERT
 11.1
    
    An Expert shall be a person having appropriate expertise with respect to,
but no interest in the outcome of, the matter referred to him and shall be
appointed by agreement between the Borrower and the Lender. Failing
any such agreement within 5 (five) business days after the date on
which the dispute may be referred to an Expert pursuant to this clause
11.1, the Expert shall be the person nominated on the application of
either the Borrower or the Lender to the South African Institute of
Chartered Accountants or successor body whose appointment shall be
final and binding upon the Parties.11.2
    
    The Expert shall in making his determination have due regard to -
 11.2.1
    
    the Current Model;11.2.2
    
    the interests of both the Borrower and the Lender;11.2.3
    
    changes in any facts or circumstances of whatever nature
which may in the future affect the form and/or structure of
the Current Model;11.2.4
    
    new facts or circumstances of whatever nature which
were not taken into account in determining the form and
structure of the Current Model; and11.2.5
    
    good industry practice and the extent relevant, the terms
of all Project Documents and Finance Documents.




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##### 



11.3
    
    The Borrower and the Lender may each provide the Expert (with copies
to the other) with whatever supporting evidence they think appropriate.
The Borrower and the Lender shall ensure that the terms of reference of
the Expert contains the principles detailed in clauses 11.2.1 to 11.2.5.11.4
    
    Unless otherwise agreed between the Parties, the determination shall:
 11.4.1
    
    take place in Johannesburg, Republic of South Africa; and11.4.2
    
    be conducted in the English language.
 11.5
    
    The Expert shall be bound to give his decision within 10 (ten) days after
the date of receipt of his instructions.11.6
    
    The Expert shall not be bound to choose either the proposal made by
the Borrower or that made by the Lender in respect of the matter in
dispute but shall be free to make his own determination of the issue
referred to him provided that for any determination to be final and
binding as contemplated by this clause 11.6, the determination of the
Expert must be within the range of (which, for the avoidance of doubt,
includes) the proposals made by the Lender and the Borrower in relation
to the matter(s) in dispute. The Experts determination shall be used in
the relevant Approved Project Budget or Current Model (as the case
may be).11.7
    
    The Expert shall act as an expert in determining the matter referred to
him and not as an arbitrator and his decision shall (except in the case of
manifest error) be final and binding upon the Parties and except that the Parties may
jointly approach the Expert to obtain clarification should any Party believe that the
Experts decision is ambiguous or indeterminate.11.8
    
    The costs, fees and expenses of the Expert and the determination in any
reference in terms of this clause shall be borne by the Party nominated
by the Expert in the course of his determination, taking into account all
factors including but not limited to the outcome of the determination,
provided that nothing herein shall prohibit the Expert from allocating the
costs between the Parties in any proportion which the Expert considers
to be fair and equitable.




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##### 



12
    
    CONSTRUCTION PROGRESS REPORTS
 12.1
    
    The Borrower shall during the performance of the construction of the
Project Works within 30 (thirty) business days after the end of each
quarter, deliver to the Lender quarterly construction progress reports in
respect of the preceding 3 (three) month period.12.2
    
    The Borrower shall procure that the construction progress report
contains at least such information as is required in terms of annexe F.
 13
    
    FAILURE TO DELIVER
  13.1
    
    within the period prescribed for such delivery in such clauses; and13.2
    
    within 10 (ten) business days after written notice of such failure has
been sent to the Borrower by the Lender,


such failure shall be an Event of Default.
 14
    
    VOLUNTARY PREPAYMENT
 14.1
    
    The Borrower shall be entitled to prepay all or any part of the Facility
Outstandings at any time after the first Advance Date, provided that -
 14.1.1
    
    the Lender is satisfied that the prepayment will not result in a
Material Adverse Change, and provided further that -
 14.1.1.1
    
    the Borrower shall give the Lender 30 (thirty) business days prior
written notice of its intention to make any voluntary prepayment;14.1.1.2
    
    the above notice shall be irrevocable, shall specify the date upon
which such prepayment is to be made and the amount of such
prepayment;14.1.1.3
    
    the minimum amount of any prepayment shall be
USD1 000 000.00 (one million United States Dollars).




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##### 



14.1.1.4
    
    any amount that has been prepaid may not be redrawn.14.2
    
    All amounts prepaid by the Borrower shall be -
 14.2.1
    
    attributed to the Instalments in inverse order of maturity
so that Instalments which are payable later in time shall
be deemed to have been prepaid prior to Instalments
which are payable earlier in time; and14.2.2
    
    attributed first to interest which has accrued but which has
not been paid and, thereafter, to capital.
 15
    
    MANDATORY PREPAYMENT
 15.1
    
    The Borrower will be required to make a mandatory prepayment of the
Facility Outstandings, other than on an acceleration or as otherwise
required in terms of this Agreement, from the proceeds of any Disposal
in terms of clause 19.2.4.5, in amounts equal to such proceeds.15.2
    
    Any mandatory prepayments shall be attributed to the Facility
Outstandings in inverse order of maturity so that Instalments which are
payable later in time shall be deemed to have been prepaid prior to
Instalments which are payable earlier in time.15.3
    
    Any amount that has been prepaid in terms of this clause 15 may not be
redrawn.
 16
    
    TECHNICAL COMPLETION TEST
 16.1
    
    Technical Completion of the Project shall occur on the date on which the Lender 
 16.1.1
    
    has received the certificates specified in annexe H;16.1.2
    
    has obtained from the Lenders Technical Adviser
confirmation of the matters certified in 16.1.1, including
the additional confirmations specified in annexe H; and16.1.3
    
    confirms to the Borrower that it is satisfied with the
certificates and confirmations received in terms of clauses




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##### 



16.2
    
    Technical Completion shall also occur if at any time the Lender considers on reasonable
grounds that the requirements specified in annexe H have been complied with and delivers a
notice in writing to the Borrower, declaring that Technical Completion has occurred.
 17
    
    INSURANCE
 17.1
    
    For so long as the Borrower is indebted to the Lender in terms of this
Agreement, the Borrower shall maintain the Required Insurance.17.2
    
    The payment of the premiums in respect of Insurance will be for the
account of the Borrower and will be included in the Project Costs.17.3
    
    The Borrower shall procure that, upon the written request of the Lender,
the Lenders interests shall be noted as cessionary and first loss payee
on the policies in accordance with the Borrower Cession.17.4
    
    The Lender is to be provided with written confirmation annually on the
insurance renewal dates by the Borrower that the Insurance policies
have been renewed, premiums paid (or confirmation that they will be
paid in respect of any group policies, within 30 (thirty) days of renewal,
 as applicable), with the sums insured being specified.
 18
    
    POSITIVE UNDERTAKINGS
 18.1
    
    For the duration of the Term, the Borrower gives the undertakings contained in 18.2,
18.3, 18.4 and 18.5 to the Lender. Each undertaking -
 18.1.1
    
    is a separate and distinct undertaking;18.1.2
    
    shall not be qualified by or limited with reference to any
other undertaking contained in 18.2, 18.3, 18.4 and 18.5,
elsewhere in this Agreement or in any other Finance
Document; and




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##### 



18.1.3
    
    is material and has induced the Lender to enter into the Finance
Documents.
 18.2
    
    GeneralThe Borrower shall 
 18.2.1
    
    comply in all respects with all Applicable Law;18.2.2
    
    comply all times with Environmental Laws and obtain all
necessary Environmental Approval in relation to the
Project and specifically relating to the World Bank
Environment, Health and Safety Guidelines;18.2.3
    
    ensure that the Audited Financial Statements are
prepared in accordance with IFRS;18.2.4
    
    obtain, comply with the terms of and do all that is
necessary to maintain in full force and effect all
Authorisations required in or by Applicable Law to enable
it lawfully to enter into and perform its obligations under
the Finance Documents and the Project Documents, to
conduct its business and affairs and to ensure the legality,
validity, enforceability or admissibility into evidence in the
Republic of South Africa of any Finance Document and/or
any Project Document to which it is a party;18.2.5
    
    do all such things and take all such steps as may be
necessary to ensure that any Material Contracts are not
amended in any material manner without the prior written
consent of the Lender;18.2.6
    
    procure that the Project is designed, constructed,
completed, operated, maintained and run in a safe,
efficient and business-like manner in accordance with 
 18.2.6.1
    
    Applicable Law;18.2.6.2
    
    the conditions imposed by any Authority; and




---



##### 



18.2.6.3
    
    reasonable and prudent international industry standards, where
failure to do so would be reasonable likely to result in Material Adverse Change;
 18.2.7
    
    file all necessary Tax returns timeously and pay all and
any Taxes which it becomes obliged to pay and furnish to
the Lender, within 5 (five) business days of a written
request, documentary proof that it has done so;18.2.8
    
    supplement, from time to time, any information given by it
to the Lender in respect of the transactions contained in
the Finance Documents and the Project Documents, in
order to ensure that such information remains complete
and correct in all material respects;18.2.9
    
    maintain its corporate existence, operate and discharge
its obligations as they fall due in accordance with the
Project Documents, Project Budgets, good industry
practice and Applicable Law;18.2.10
    
    properly maintain in good working order and condition, all
material assets necessary for its business operations and
the Project;18.2.11
    
    take responsible steps to protect its assets from theft, loss
or damage only enter into agreements, arrangements or
contracts on an arms length basis;18.2.12
    
    use reasonable endeavours to ensure that no Event of
Default occurs;18.2.13
    
    use the Facility only for the purpose set out in this
Agreement;
 18.3
    
    TenementsThe Borrower shall 




---



##### 



18.3.1
    
    hold and maintain its interest in the Hidden Valley
Tenements free of Encumbrances (other than Permitted
Encumbrances);18.3.2
    
    ensure that the Hidden Valley Tenements are not
cancelled, suspended, reduced, surrendered, defaulted
against, allowed to lapse or transferred except for
statutory surrenders under Applicable Law or with the
prior written consent of the Lender;18.3.3
    
    comply on time with and observe and perform all
conditions and requirements of the Hidden Valley
Tenements and do whatever may be reasonably required
to keep the Hidden Valley Tenements in full force and
effect;
 18.4
    
    SecurityThe Borrower shall 
 18.4.1
    
    ensure that the Security is maintained, preserved and
disclosed in the Audited Financial Statements to the
extent required in terms of IFRS;18.4.2
    
    execute and deliver to the Lender a notarised deed
constituting an irrevocable power of attorney in the
Territory granting the Lender the power and right, in the
name or on behalf of the Borrower without notice to or
assent by the Borrower to take any actions and execute
any instruments which are necessary to create, preserve,
continue, perfect or validate any Security;18.4.3
    
    procure that all Shareholder Claims are subordinated to
the claims of the Lender under this Agreement.
 18.5
    
    Notification of certain events and occurrencesThe Borrower shall 




---



##### 



18.5.1
    
    forthwith and in writing advise the Lender it if becomes
aware of the occurrence of any facts or circumstances
which does or could reasonably be expected to result in a
Material Adverse Change or in the occurrence of an Event
of Default or a Potential Event of Default, giving
particulars of such facts and/or circumstances together
with full details of any step taken or proposed to remedy
it;18.5.2
    
    furnish to the Lender 
 18.5.2.1
    
    promptly, copies of any correspondence between the Borrower
and any applicable Authority relating to any termination, breach,
fine, penalty or amendment of any Authorisation relating to the
Project and copies of any waiver or deferment of the application of
Applicable Law relating to the Project by any Authority;18.5.2.2
    
    promptly, upon the same being approved by the Borrower, copies
of any compliance reporting certificate to be delivered to any
Authority under the terms of any Authorisations which is material to
the Project;18.5.2.3
    
    promptly, notice of any material breach by the Borrower of any
Authorisation or Applicable Law or any other event or
circumstance which entitles or which may reasonably be expected
to entitled a person to cancel, terminate or suspend an
Authorisation;
 18.5.3
    
    promptly inform the Lender of any unscheduled stoppage
or material disruption to production in respect of the
Project which reasonably may be anticipated may endure
for a continuous period in excess of 5 (five) days;18.5.4
    
    promptly inform the Lender of any change or notice which
relates to or affects the Hidden Valley Tenements, mining
or metallurgical methods, gold production or the
obligations of the Borrower;




---



##### 



18.5.5
    
    promptly inform the Lender of any stoppages as a result
of events of Force Majeure;18.5.6
    
    promptly inform the Lender of any breach of any
Environmental Law and remedy that breach as soon as
practical;18.5.7
    
    in the period prior to the Technical Completion Date,
forthwith and in writing notify the Lender and the Lenders
Technical Adviser of the occurrence of any of the
following events or occurrences in respect of the Project
or, as the case may be, if it proposes to take any of the
following actions in respect of the Project upon becoming
aware of the occurrence of the same or proposing to take
such action 
 18.5.7.1
    
    any consultation in relation to, or resolution of any material dispute
under the Construction Contract to which the Borrower is a party or
becomes aware of, and the reference of any such dispute to the
disputes resolution procedure;18.5.7.2
    
    any suspension of the Project or portion thereof;18.5.7.3
    
    any material variation under the Construction Contract;18.5.7.4
    
    any extension of time granted under the Construction Contract.
 18.5.8
    
    in the period following the Technical Completion Date,
forthwith and in writing notify the Lender and the Lenders
Technical Adviser of the occurrence of any of the events
or circumstances referred to in annexe G of which it is
aware or, as the case may be, if it proposes to take any of
the actions referred to in annexe G in respect of the
Project, together with details of any action proposed in
relation thereto;18.5.9
    
    forthwith notify the Lender if any litigation, arbitration or
administrative proceedings are commenced against the




---



##### 



19
    
    NEGATIVE UNDERTAKINGS
 19.1
    
    The Borrower gives the undertakings contained in clause 19.2 to the
Lender for the duration of the Term. Each of the aforesaid undertakings -
 19.1.1
    
    is a separate and distinct undertaking;19.1.2
    
    shall not be qualified by or limited with reference to any
other such undertaking and/or any other undertaking
contained elsewhere in this Agreement or in any Finance
Document; and19.1.3
    
    is material and has induced the Lender to enter into the
Finance Documents.
 19.2
    
    The Borrower shall not, without the Lenders prior written consent or
save as otherwise set out in this Agreement -
 19.2.1
    
    create or permit to subsist any Encumbrance over any of
the Borrowers present or future assets mineral and/or
mining rights except for Permitted Encumbrances;19.2.2
    
    conclude any transaction of any nature whatsoever with
any third person whatsoever if the purpose and/or effect
of such transaction is to create Financial Indebtedness,
other than -
 19.2.2.1
    
    Financial Indebtedness owing at the Signature Date;19.2.2.2
    
    Financial Indebtedness contemplated in the Approved Project
Budget or otherwise in accordance with this Agreement;19.2.2.3
    
    Financial Indebtedness incurred in respect of the financing of
equipment used to carry out the Project;




---



##### 



19.2.3
    
    cease, suspend or fail to maintain its business activities
and operations as conducted on the Signature Date or
decrease its interest in the Project or relinquish, abandon
or cancel its participation in the Project;19.2.4
    
    Dispose, whether by one or more transactions or series of
transactions (whether related or not and whether
voluntarily or involuntarily) the whole or a material portion
of its assets mineral and/or mining rights, including the
Hidden Valley Tenements except 
 19.2.4.1
    
    a disposal of an asset or property which is intended to be (and
within 6 months thereafter, is) replaced or upgraded by another
asset or other property of comparative utility and function within 6
(months) of such disposal;19.2.4.2
    
    a disposal of an asset or property which is worn out or obsolete;19.2.4.3
    
    a disposal of an asset or property in accordance with a Permitted
Encumbrance;19.2.4.4
    
    a disposal of an asset or property for fair market value where the
value of such disposal(s) does not exceed $5,000,000 in
aggregate in any 12 (twelve) month period;19.2.4.5
    
    a disposal of up to 5% (five percent) of the Project to the Papua
New Guinea Authorities or a land owner group in accordance with
the provisions of the Hidden Valley Tenements, or any agreement
entered between the Borrower and such persons before the
Signature Date and disclosed to the Lender in writing, or any such
subsequent agreement on such terms and conditions approved of
by the Lender in writing;
 19.2.5
    
    lend any money to any third person or provide any credit
to any third person, except in accordance with the Current
Model or otherwise with the prior written approval of the
Lender;




---



##### 



19.2.6
    
    amend its founding or constitutional documentation;19.2.7
    
    cease to be a member of the Group;19.2.8
    
    merge or consolidate with any other person or otherwise
engage in any corporate restructuring of the Borrower
where such merger, consolidation or reconstruction has
the effect that the Borrower ceases to be a member of the
Group. For the avoidance of doubt, this does not prohibit
the sale or transfer of some or all of the Shares by any
member of the Group to any other member of the Group,
provided that the Borrower shall at all times remain a
member of the Group;19.2.9
    
    change its Financial Year end;19.2.10
    
    change its accounting policy and practice except to the
extent to which it is necessary to do so in order to comply
with IFRS;19.2.11
    
    consent to any amendment, alteration, cancellation or
variation of any of the Finance Documents and/or Project
Documents to which it is a party;19.2.12
    
    enter into any Material Contract other than those
contemplated in the Project Budget or otherwise in
accordance with this Agreement;
 19.2.13
    
    issue or repurchase any Shares or alter any rights in
existence at the Signature Date hereof attaching to such
Shares other than 19.2.13.1
    
    in compliance with any peremptory provisions of Applicable Law;
 19.2.14
    
    form or have any subsidiary, or make any investments in
any person or enterprise (including own any shares in any
company) save as required or permitted by the Finance
Documents to which it is a party;




---



##### 



19.2.15
    
    use the proceeds of the Facility to acquire any subsidiary
or assets comprising a business or to subscribe for equity
in any entity;19.2.16
    
    incur any capital expenditure not expressly included in the
Capital Costs or provided for in the Base Case Financial
Model or the Current Model;19.2.17
    
    enter into any agreement, arrangement or contract with
any entity unless such agreement, arrangement or
contract is entered into on an arms length basis;19.2.18
    
    consent or agree to a change in control of the Borrower;19.2.19
    
    in any proceedings in relation to any of the Project
Documents or Finance Documents to which it is a party,
claim for itself or any of its assets, mineral and/or mining
rights or revenues, immunity from suit, execution,
attachment or other legal process;19.2.20
    
    do or omit to do anything or acquiesce in any act or
omission the effect of which could or might jeopardise the
ability of the Borrower to meet its obligations under the
Project Documents or the Finance Documents;19.2.21
    
    permit to be done, anything which might be expected to
result in the cancellation or revocation, in any manner
whatsoever, of any Authorisation;19.2.22
    
    make any Restricted Payments unless a period of 1 (one)
year has elapsed after the Technical Completion Date
and as at such date no Event of Default or Potential Event
of Default has occurred or is continuing and the making of
such Restricted Payment will not result in a Material
Adverse Change;




---



##### 



20
    
    REPRESENTATIONS AND WARRANTIES
 20.1
    
    Each representation and warranty set out in this Agreement shall be a
separate representation and warranty and shall (except as otherwise
expressly stated) in no way be limited or restricted by reference to or
inference from the terms of any other representation and warranty.20.2
    
    The Borrower acknowledges that it makes the representations and gives
the warranties in this clause 20 with the intention of inducing the Lender
to enter into this Agreement and that the Lender enters into this
Agreement on the basis of, and in full reliance on, each such
representation and warranty.20.3
    
    The representations and warranties set out in this clause 20 shall be
deemed to be repeated upon the Commencement Date, each Advance
Date, each Repayment Date and on each day in between such dates.20.4
    
    The Borrower represents and warrants to the Lender that as of the
Commencement Date -
 20.4.1
    
    the Borrower is a company existing in accordance with
the laws of the Territory and possesses the capacity to
sue or be sued in its own name and has the power to own
its assets, mineral and/or mining rights and carry on its
operations as it is now being conducted;20.4.2
    
    it is duly authorised, under its founding or constitutional
documents, to execute or conclude the Finance
Documents and the Project Documents to which it is a
party, and the ancillary documents thereto;20.4.3
    
    each of the Project Documents and Finance Documents
to which it is a party, and the ancillary documents thereto,
constitute legal, valid and binding obligations of the
Borrower enforceable in accordance with their terms;20.4.4
    
    it has an issued share capital of 528,792,629 Shares;




---



##### 



20.4.5
    
    no Shares have been issued to employees, directors or
any other persons pursuant to any Borrower share
incentive, participation or bonus scheme;20.4.6
    
    the obligations of the Borrower under this Agreement are direct, general and unconditional obligations of the
Borrower and rank at least pari passuwith all other present and future unsecured and unsubordinated
Financial Indebtedness of the Borrower;20.4.7
    
    the Borrower is not in breach of or in default under any other agreement to which it is a party or which is binding
on any of its assets, or under its founding or constitutional
documents, which if adversely determined would or could
reasonably be expected to result in a Material Adverse
Change;20.4.8
    
    any Financial Indebtedness (other than Financial Indebtedness incurred with the knowledge of the Lender
in respect of the financing of equipment used to carry out
the Project) which may be incurred by the Borrower on or
after the Signature Date will be subordinated to the claims
of the Lender under this Agreement;20.4.9
    
    Financial Indebtedness incurred with the prior written
consent of the Lender in order to repay or prepay in full, in
accordance with the provisions of this Agreement, the Facility
Outstandings, provided that such indebtedness does not subsist for a
period of longer than 5 (five) business days prior to the prepayment
of the Facility Outstandings;20.4.10
    
    the entry into and performance of the Project Documents
and Finance Documents and the transactions
contemplated therein do not conflict with -
 20.4.10.1
    
    any Applicable Law including Environmental Law; or




---



##### 



20.4.10.2
    
    any agreement or document to which the Borrower is a party or
which is binding upon it or any of its assets;20.4.10.3
    
    any court order or decision by any arbitrator, arbitral tribunal or
government authority, which is binding on the Borrower;
 20.4.11
    
    no Event of Default or Potential Event of Default -
 20.4.11.1
    
    has occurred or is continuing under or in respect of any agreement
or document to which the Borrower is a party or by which it may be
bound, including this Agreement;20.4.11.2
    
    might reasonably be expected to result from the conclusion of this
Agreement or the making of any of the Advances to the Borrower;
 20.4.12
    
    the Borrower has good title to all its assets which are
reflected in the Audited Financial Statements at the time
that they are made available to the Lender and the
Borrower has not Disposed of or Encumbered such
assets, save as reflected in such Audited Financial
Statements or in terms of the Security Documents or this
Agreement;20.4.13
    
    save as provided in this Agreement and the Project
Documents or Finance Documents, the Borrower is not
liable contractually, whether contingently or otherwise and
whether as surety, co-principal debtor, guarantor or
indemnitor, for the liabilities of any third party;20.4.14
    
    save as provided for in the Project Documents or Finance
Documents, the Borrower is not -
 20.4.14.1
    
    under any obligation to pay any royalties, license fees, and is not bound by any
profit-sharing or royalty agreement or other similar arrangement in respect of any Hidden
Valley Tenement, save for -20.4.14.1.1
    
    mandatory royalty payments to the central bank of the Territory
in accordance with the terms and conditions of the Hidden Valley Tenements;




---



##### 



20.4.14.1.2
    
    any existing third party royalties under Permitted Encumbrances;20.4.14.2
    
    party to any management contract or similar arrangement whereby its business or operations are managed by any other person, save for 20.4.14.2.1
    
    a cost sharing arrangement with various other members of the Group;20.4.14.2.2
    
    a labour supply arrangement with various other members of the `Group;
 20.4.15
    
    save as otherwise set out herein, all Authorisations
required in connection with the entry into and
performance by the Borrower and the validity and
enforceability against it of the Project Documents or
Finance Documents to which the Borrower is or will be a
party and the transactions contemplated thereby have
been obtained or effected and are of full force and effect
and no steps have been taken against the Borrower for
the revocation, variation or refusal of any material
Authorisation in respect of the Project and all fees (if any)
payable in connection therewith, if due, have been paid
and no event of default (howsoever described) has
occurred in the performance of any of the terms or
conditions thereof which is material to the effectiveness of
any of the aforegoing;20.4.16
    
    the Borrower is in full compliance with all Environmental
Laws and all Environmental Approvals are in full force and
effect. There are no acts, omissions, events, state of facts
or circumstances of which it is aware, after reasonable
inquiry, which may be expected to prevent it being in full
compliance with any Environmental Laws;




---



##### 



20.4.17
    
    there are no acts, omissions, events, state of facts or
circumstances which have resulted in any third party
(including any Authority) taking any action or making any
claim against it under any Environmental Laws arising out
of or in connection with the Project including any
rehabilitation or remedial action (in particular in relation to
contaminated land) or the revocation, suspension,
variation or non-renewal of any Environmental Approval
and it has no notice of any complaints, demands, civil
claims or enforcement proceedings or of any action
required by any regulatory authority and, there are no
investigations pending or threatened in relation to its
failure to obtain any Environmental Approval or comply
with any Environmental Laws, including the World Bank
Environment, Health and Safety Guidelines;20.4.18
    
    its most recent Audited Financial Statements were
prepared in accordance with IFRS and fairly present their
respective financial condition and affairs at the date and
for the accounting period to which they relate;20.4.19
    
    there has been no change in the financial condition of the
Borrower since the end of the applicable accounting
period referred to in 20.4.18 which constitutes a Material
Adverse Change;20.4.20
    
    there is no litigation, arbitration or administrative
proceeding current or pending against, to the best of the
Borrowers knowledge and belief, threatened against the
Borrower which, if adversely determined, could result in a
Material Adverse Change other than as disclosed in terms
of this Agreement and which is being contested in good
faith;20.4.21
    
    all information (as supplemented from time to time),
including, without limitation that has been made available
or will hereafter be made available to the Lender by the




---



##### 



Borrower or any of its representatives in connection with the
transactions envisaged in the Finance Documents and in the Project
Documents is and will at all times be complete and correct in all
respects and does not and will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements or calculations contained therein not misleading in the
light of the circumstances under which such statements or calculations
were or are made;20.4.22
    
    the Borrower has made a full and complete disclosure to
the Lender of its affairs, its assets, liabilities and
operations and all material information of whatsoever
nature or kind has been disclosed to the Lender (or shall
be disclosed to the Lender in terms of this Agreement)
which is material to the decision of the Lender to enter
into this Agreement;20.4.23
    
    no legal suit, action, proceeding or process or any other
steps have been taken or, to the best of the Borrowers
knowledge and belief (and after making reasonable
enquiries) have been threatened for the winding up or
liquidation (whether voluntary or involuntary, provisional
or final), judicial management (whether provisional or
final) or de-registration of the Borrower or for the
appointment of a liquidator, judicial manager or similar officer over the
Borrower or over any of the assets of the Borrower;20.4.24
    
    the initial Construction Budget will not differ in any
material respect from the Base Case Financial Model and
includes estimates made in good faith of all Capital Costs
expected by the Borrower to be incurred in the period to
which such Construction Budget relates;20.4.25
    
    the initial Operating Budget will not differ in any material
respect from the Base Case Financial Model and includes




---



##### 



estimates made in good faith of all Operation and Maintenance Costs
expected by the Borrower to be incurred in the period to which such
Operating Budget relates;20.4.26
    
    it is not required to make any deduction or withholding
from any payments under the finance documents, except
for Taxes in respect of which gross-up is provided for;20.4.27
    
    the Security evidenced by the Security Documents
constitutes valid security capable of perfection and all
formalities for registering the Security Documents have
been complied with and all duties have been paid or will
be paid in any applicable time period in accordance with
Applicable Law;20.4.28
    
    it cannot claim immunity from suit or action; and20.4.29
    
    the Required Insurance is in place and in full force and
effect, and all renewals are in place or have been
obtained;20.4.30
    
    since the Signature Date no facts or circumstances have
occurred which may result in a Material Adverse Change.
 21
    
    SET UP COSTS21.1
    
    The Borrower shall upon request pay to the Lender on the earlier of -
 21.1.1
    
    the first Advance Date; or21.1.2
    
    3 (three) months after the Signature Date,
 21.2
    
    all costs incurred by the Lender in drafting and negotiating the Finance
Documents and Project Documents, all costs relating to the registration
of Security and all statutory and/or legal and/or audit and/or out-of-
pocket expenses of the Lender incurred in connection with the Project.
The amounts referred to in clause 21.1 shall, if due on the first Advance




---



##### 



Date, be included in the amount of the relevant Advance, but withheld from the amount
actually advanced to the Borrower.21.3
    
    Notwithstanding clause 21.2, the said amount will be deemed to have been Advanced to the
Borrower and paid by the Borrower to the Lender in settlement of the said costs.22
    
    CHANGE IN LAW22.1
    
    If by reason of -
 22.1.1
    
    any Change in Law; and/or22.1.2
    
    any directive, requirement, request or guidance, after the
Signature Date, (whether or not having the force of law) or
the interpretation of any directive, requirement, request or
guidance now existing of any central bank or any other
fiscal, monetary, regulatory or other Authority; and/or22.1.3
    
    a requirement or a request by any Authority, to pay Taxes
or other amounts whatsoever or to maintain special
deposits or reserve assets,
 there are any Increased Costs, then the Borrower shall forthwith on demand pay to the
Lender the amount of any Increased Costs incurred by the Lender with effect from the
date of such change to compensate the Lender for such Increased Costs, whether
retrospectively or not.22.2
    
    The Lender shall deliver a certificate setting out of the amount of such
Increased Costs incurred by the Lender to the Borrower in terms of clause 7.5.22.3
    
    Clause 22.1 shall not apply to any Increased Cost attributable to any
change in the rate of income tax on the overall net income of the Lender.




---



##### 



23
    
    EVENTS OF DEFAULT23.1
    
    Each of the following events shall constitute an Event of Default (whether or not caused
by any reason whatsoever outside the control of the Borrower or any other person) -
 Breach
  Unlawfulness
  Material Contracts
  Invalidity of Security




---



##### 



23.1.4.1
    
    for any reason ceasing to be in full force and effect under
Applicable Law or being alleged by the Borrower to be ineffective;
or23.1.4.2
    
    otherwise ceasing to constitute valid, first-ranking security in
respect of the relevant asset(s) or revenue
  Insurance
  Abandonment
  Non-payment
  Insolvency
 23.1.8.1
    
    The Borrower is, or is deemed for the purposes of Applicable Law,
to be unable to pay its debts as they fall due or admits in writing its
inability to pay its debts as they fall due; or23.1.8.2
    
    any third party takes any action, steps or proceedings against the
Borrower -




---



##### 



23.1.8.2.1
    
    for compulsory, provisional or final sequestration, winding-up,
liquidation, compromise, administration order, curatorship,
judicial management, dissolution, or administration; or23.1.8.2.2
    
    for the appointment of a receiver, administrator, trustee,
liquidator, judicial manager or similar officer or of any or all of
the Borrowers assets or revenues; or23.1.8.3
    
    the Borrower itself takes any action, steps or proceedings -23.1.8.3.1
    
    for voluntary or compulsory, provisional or final sequestration,
winding-up, liquidation, compromise, administration order,
curatorship, judicial management, dissolution, or administration
in relation to itself or its assets; or23.1.8.3.2
    
    for the appointment of a receiver, administrator, trustee,
liquidator, judicial manager or similar officer or of any or all of its
own assets or revenues;
 Attachment
  Default Judgments




---



##### 



Claim of immunity
  Moratorium
  Completion
  Material Adverse Change
  23.1.15
    
    Force Majeure
  Untrue Statement




---



##### 



Civil War etc
  Cross Default
  Acceleration
  Encumbrances




---



##### 



Compliance with Authorisations and Agreements
  23.1.21.1
    
    to ensure the legality, validity, binding nature and enforceability of
the Borrowers obligations under the Project Documents or
Finance Documents; or23.1.21.2
    
    to carry out the Project and of the Borrowers business and
operations generally; or23.1.21.3
    
    to enable any person lawfully to enter into and perform the
obligations expressed to be assumed by it in the Project
Documents or Finance Documents to which it is a party, or23.1.21.4
    
    to ensure that the obligations expressed to be assumed by any
person in the Project Documents or Finance Documents to which
such person is a party are legal, valid and binding and enforceable
against it in accordance with the terms thereof,
  23.1.22
    
    Operation of Project




---



##### 



Change of Business
  Amendment to Facility
  Illegality
  Damage or Destruction
  23.1.26.1
    
    repair or rebuild the same within a reasonable time and/or23.1.26.2
    
    fully compensate the Borrower for any loss, where such loss has or is likely to result in
a Material Adverse Change.




---



##### 



Insufficient Ore Reserves and Resources
 23.1.27.1
    
    In the reasonable opinion of the Lender, the aggregate of

 23.1.27.1.1
    
    the proved and probable recoverable ore reserves of the Borrower which are charged on a
first ranking basis by the Security; and23.1.27.1.2
    
    the resources of the Borrower which are charged on a first ranking basis by the
Security (taking into account the Borrowers historic and probable future resource
conversion factors),
  Nationalisation
  Change in Control
  23.1.29.1
    
    the Project Documents;23.1.29.2
    
    a term or condition of the Hidden Valley Tenements or a provision of any agreement,
Permitted Encumbrance or Applicable Law in




---



##### 



place and existing on the Signature Date and disclosed to the Lender in writing;
or
 23.1.29.3
    
    written agreement of the Lender in the Lenders sole discretion,
  Change in Law
  TERMINATION
 Forthwith upon the occurrence of an Event of Default or Potential Event of Default and at any
time thereafter, if such event is continuing, the Lender shall be entitled, without prejudice to
any other rights which the Lender might have, by notice to the Borrower issued by the Lender, to

 24.1
    
    declare any amounts available but undrawn under the Facility automatically cancelled
and to declare that no further Advances be made available for draw down under such Facility;
and/or24.2
    
    declare that the obligations of the Lender in terms of this Agreement shall be cancelled
forthwith, whereupon the same shall be so cancelled; and/or24.3
    
    accelerate and declare all amounts owing in terms of this Agreement immediately due and
payable, notwithstanding that such amounts may not otherwise have been due and payable,
whereupon the same shall become immediately due and payable, including fees, penalties, costs
and charges; and/or24.4
    
    claim payment of such damages including, costs and other amounts incurred in consequence of
such Event of Default from the Borrower in terms of this Agreement; and/or




---



##### 



24.5
    
    enforce all or any of the Borrowers rights under the Project Documents or Finance
Documents (including, without limitation, any right of the Borrower to terminate any of
these documents or agreements), for which purpose the Borrower irrevocably appoints the
Lender as its agent to perform all acts and to sign all documents and all Authorisations
on its behalf necessary to enforce such rights; and/or
 24.5.1
    
    take legal action to take-over, perfect, attach, realise or sell any
Security taken or referred to in this Agreement in accordance with Applicable
Law; and/or
 24.6
    
    set off any obligation (whether or not mature) owed by the Borrower under this Agreement
against any other obligation (whether or not mature) owed by the Lender to the Borrower,
regardless of the place of payment, booking branch or currency of either obligation. If the
obligations are in different currencies, the Lender may convert either obligation at a market
rate of exchange for the purpose of the set-off. If either obligation is unliquidated or
unascertained, the Lender may set off an amount estimated by it in good faith to be the amount
of that obligation.
 25
    
    APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT AND NON-CANCELLATION
 25.1
    
    Should this Agreement, notwithstanding the occurrence of an Event of Default, not be
cancelled, and should the Lender in the exercise of any
of its rights under clause 24 of this Agreement be receiving periodic payments or
Instalments from the Borrower, the Lender or any person nominated by the Lender shall
apply the payments received in the following order 
 25.1.1
    
    firstly, to pay Project Costs;25.1.2
    
    secondly, to make payment of all costs, charges, expenses and
liabilities (and all interest thereon) incurred by the Lender in connection
with carrying out or




---



##### 



purporting to carry out its duties and exercising their powers and
discretions under the Finance Documents;
 25.1.3
    
    thirdly, to make payment of interest and capital owed to the Lender (excluding
damages suffered by the Lender) in terms of this Agreement;25.1.4
    
    fourthly, to make payment of any damages suffered by the Lender; and25.1.5
    
    fifthly, to the extent that there is any surplus, to make a mandatory
prepayment of the Facility Outstandings.
 25.2
    
    The Lender may in its discretion vary the order set out in the priority of payments
contained in this clause 25, which will override any appropriation made by the Borrower.
 ARBITRATION
 26.1
    
    Subject to clause 11, any claim, dispute or conflict between the Parties pursuant to this
Agreement will be referred for arbitration subject to the then prevailing Rules of Arbitration
of the International Chamber of Commerce.26.2
    
    The place of arbitration shall be Johannesburg. The arbitration shall be conducted in the
English language and any documents presented at such arbitration in a language other than
English shall be accompanied
by an English translation thereof. The arbitrators shall decide such dispute in
accordance with the laws of the Republic of South Africa, being the jurisdiction of
incorporation of the Lenders holding company.26.3
    
    The arbitrators decision shall be final and binding on all the parties and be effective as
it was made an order of any competent court at the instance of any Party. When the arbitrator
delivers his award he will do so by way of a written statement incorporating the findings of
fact determined by him and forming the reasons for the award as well as the full reason for
justifying the award.




---



##### 



26.4
    
    Nothing herein contained will be deemed to prevent or prohibit a Party to the
arbitration from applying to the appropriate court for urgent relief or for judgment in
relation to a liquidated claim.
 CONFLICTS
 In the case of any conflict or inconsistency between this Agreement (with respect to the
rights and obligations of the Parties prior to enforcement and the conditions in terms of
which Security interest may be enforced), and any Security Document, this Agreement shall
prevail.
 ALLOCATION OF PAYMENTS
 Notwithstanding anything to the contrary herein contained, the Lender will be entitled to
allocate all and any payments by the Borrower to any indebtedness of the Borrower to the
Lender in terms of this Agreement and the Borrower waives all and any rights that it may
have to name the debt in respect of which such payment is made.
 INDEMNITY
 The Borrower hereby indemnifies the Lender against and undertakes to pay the Lender, on
presentation of an invoice from a third party or, where there is no invoice from a third
party, other evidence to the Borrowers reasonable satisfaction, any cost, claim, loss,
damages, expense (including legal fees) or liability which any Lender may sustain or incur
as a result of -
 29.1
    
    the application of Taxes in relation to any payment received or receivable (or any payment
deemed to be received or receivable) under the Finance Documents, subject to clause 22;29.2
    
    any breach by the Borrower in the performance of any of the obligations expressed to be
assumed by it in the Project Documents or Finance Documents; and29.3
    
    any actual or alleged breach by the Borrower of any Environmental Law or Environmental
Approval or failure by the Borrower to obtain or comply with any Environmental Law or
Environmental Approval in relation to the Project.




---



##### 



ILLEGALITY
 If at any time after the Signature Date it is or becomes unlawful in any jurisdiction, or
contrary to any lawful and binding request from or requirement of any Authority, for the
Lender to perform any of its obligations under this Agreement then the Lender shall promptly
after becoming aware of the same notify the Borrower by way of a certificate signed by a
director or manager of the Lender (or a person of an equivalent or higher level of
authority), whose appointment or designation it will not be necessary to prove, to that
effect and if the Lender so requires, the Borrower shall by not later than such date as the
Lender shall have specified (such date not being earlier than 3 (three) months after the
date of such certificate) repay the Facility Outstandings in full together with any and all
other amounts then due to the Lender under or in terms of this Agreement.
 RENEGOTIATION
 The Lender reserves the right to convert the Facility to that repayable on demand, or
renegotiate any of the terms and conditions thereof if a Material Adverse Change occurs
during the Term.
 SUPPORT CLAUSE
 The Parties undertake at all times to do all such things, perform all such actions and take
all such steps and to procure the doing of all such steps  as may be open to them and
necessary for or incidental to the putting into effect or maintenance of the terms,
conditions and/or import of this Agreement.
 CURRENCY INDEMNITY
 33.1
    
    If any sum due from the Borrower under a Finance Document (a Sum), or any order, judgment
or award given or made in relation to a Sum, has to be converted from the currency (the First
Currency) in which that Sum is payable into another currency (the Second Currency)for the
purpose of 




---



##### 



33.1.1
    
    making or filing a claim or proof against the Borrower; or33.1.2
    
    obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings,
 the Borrower indemnifies the Lender against any cost, loss or liability arising out of
or as a result of the conversion, including any discrepancy between -
 33.1.3
    
    the rate of exchange used to convert that Sum from the First Currency into the
Second Currency; and33.1.4
    
    the rate or rates of exchange available to the Borrower to effect such
conversion.
 33.2
    
    The Borrower waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.
 NOTICES
 34.1
    
    The Parties select as their respective domicilia citandi et executandithe following physical
addresses, and for the purposes of giving or sending any notice provided for or required under
the this Agreement, the following -
 Name
    
    Physical Address
    
    TelefaxHGM (Isle of Man) Pty Limited
    
    15-19 Athol Street
    
    +44 1624 638333Douglas Isle of Man IM1 1LB
  Name
    
    Physical Address
    
    TelefaxMorobe Consolidated Goldfields Limited
    
    c/- Blake Dawson 
Waldron
    
    +675 309 20994th Floor, Mogoru MotoBuilding, ChampionParade,Port MoresbyPapua New Guinea




---



##### 



or such other address or telefax number as may be substituted by notice given as herein
required. Each of the Parties shall be entitled from time to time by written notice to
the others.34.2
    
    Any notice addressed to a Party at its physical address shall be delivered by hand, or sent
by telefax.34.3
    
    Any notice so given -
 34.3.1
    
    if hand delivered before 16h30 on a business day, will rebuttably be presumed
to have been received on the day of delivery. Any notice hand delivered after
16h30 on a business day, or on a day which is not a business day, will
rebuttably be presumed to have been received on the immediately following
business day; and34.3.2
    
    if sent by telefax before 16h30 on a business day, will rebuttably be presumed
to have been received on the date of successful transmission of the telefax. Any
telefax sent after 16h30 on a business day, or on a day which is not a business
day, will rebuttably be presumed to have been received on the immediately
following business day.
 34.4
    
    Nothing shall affect the Lenders right to serve process in any other manner permitted by
Applicable Law.34.5
    
    Notwithstanding the above, any notice actually received by the Party to whom the notice is
addressed will be deemed to have been properly given and received, notwithstanding that such
notice has not been given in accordance with the provisions of this clause.
 CESSION AND ASSIGNMENT OF THE AGREEMENT
 35.1
    
    The Lender shall be entitled to cede, assign or otherwise transfer any of its rights or
obligations under this Agreement without first having to obtain the consent of the Borrower.
To the extent that any such cession, assignment or transfer results in a splitting of claims,
the Borrower (to the extent required) hereby consents to such splitting of claims.




---



##### 



35.2
    
    Neither this Agreement nor any part, share or interest therein nor any rights or
obligations thereunder may be ceded, assigned, transferred by the Borrower without the
prior written consent of the Lender.
 CONFIDENTIALITY
 36.1
    
    The Parties undertake that during the operation of, and after the expiration, termination or
cancellation of, this Agreement for any reason, they will keep confidential -
 36.1.1
    
    the contents of this Agreement and all information relating thereto;36.1.2
    
    any information which any Party communicates to another and which is stated to
be or by its nature is intended to be confidential;36.1.3
    
    all other information of the same confidential nature concerning the business
of another party which comes to the knowledge of any party while it is engaged
in terms of this Agreement, including (without being limited to) -
 36.1.3.1
    
    details of another partys financial position, structures and operating results;36.1.3.2
    
    details of another partys strategic objectives and planning; and36.1.3.3
    
    information relating to the another partys past, present and future
clients, products and services.
 36.2
    
    If any Party is uncertain about whether any information is to be treated as confidential in
terms of clause 36.1, it shall be obliged to treat it as such until written clearance is
obtained from the other Party in question.36.3
    
    The Parties undertake, subject to clause 36.4, not to disclose any information which is to be
kept confidential in terms of clause 36.1, nor to use such information for its own or anyone
elses benefit.




---



##### 



36.4
    
    Notwithstanding the provisions of clause 36.3, a Party shall be entitled to disclose
any information to be kept confidential if and to the extent only that the disclosure is
bona fide and necessary for the purposes of carrying out its lawful duties in accordance
with Applicable Law.
 36.5
    
    The obligation of confidentiality placed on any Party in terms of clause 36.1 shall cease to
apply to a Party in respect of any information which ceases to be secret and confidential
through no fault of such Party.
 36.6
    
    Each Party shall give up all papers, correspondence, records, copies and other documents of
every kind concerning or containing any reference to anothers business on the expiration or
termination for any other reason of this Agreement.
 SEVERABILITY
 Each provision of this Agreement is severable from the other provisions. Should any
provision be found by a court of competent jurisdiction to be invalid or unenforceable for
any reason, the Parties will consult with one another in good faith in order to agree, if
possible, an alternative provision in accordance with the intent and tenor of this
Agreement. The remaining provisions of this Agreement shall nevertheless remain binding and
continue with full force and effect.
 GENERAL
 38.1
    
    This Agreement constitutes the whole of the agreement between the Parties relating to the
matters dealt with therein and save to the extent otherwise provided no undertaking,
representation, term or condition relating to the subject matter of this Agreement not
incorporated in this Agreement or in the Finance Documents shall be binding on any of the
Parties.
 38.2
    
    No variation, addition, deletion, or agreed cancellation will be of any force or effect
unless in writing and signed by or on behalf of the Parties.
 38.3
    
    No waiver or deferment of any of the terms and conditions of this Agreement will be binding
or effectual for any purpose unless in writing




---



##### 



and signed by or on behalf of the Party giving the same. Any such waiver or deferment
will be effective only in the specific instance and for the purpose given. No failure or
delay on the part of any Party in exercising any right, power or privilege under this
Agreement will constitute or be deemed to be a waiver or deferment thereof, nor will any
single or partial exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.38.4
    
    This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same agreement as at the date
of signature of the Party last signing one of the counterparts.38.5
    
    This Agreement will inure for the benefit of and be binding upon the successors in title and
permitted assigns of the Parties or any of them.
 APPLICABLE LAW AND JURISDICTION
 39.1
    
    This Agreement will in all respects be interpreted in accordance with, governed by and
construed under the Laws of the Republic of South Africa.39.2
    
    Subject to any other provisions of this Agreement, the Parties hereto hereby consent and
submit to the non-exclusive jurisdiction of the Witwatersrand Local Division of the High Court
of the Republic of South Africa in any dispute arising from or in connection with this
Agreement.39.3
    
    The Borrower hereby irrevocably waives any objection which it might now or hereafter have to
the courts referred to in clause 39.2 being nominated as a forum to hear and determine any
suits, actions or proceedings and to settle any disputes, which may arise out of or in
connection with this Agreement and agrees not to claim that any such court is not a convenient
or appropriate forum.39.4
    
    Any judgment obtained in the Republic of South Africa in relation to a Finance Document will
be recognised against a Party and enforced in its jurisdiction of incorporation.




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39.5
    
    Nothing in this clause 39 shall exclude or limit any right which the Lender may have
(whether under the law of any country, an international convention or otherwise) with
regard to the bringing of proceedings, the service of process, the recognition or
enforcement of Security or any judgment or any similar or related matter in any
jurisdiction.39.6
    
    The Borrower also hereby irrevocably consents and agrees, for the benefit of the Lender, that
any legal suit, action or proceeding against it with respect to its obligations, liabilities
or any other matter under or arising out of or in connection with this Agreement may be
brought in any court of the Territory or the Isle of Man, and irrevocably accepts and submits
to the jurisdiction of each such court with respect to any such action, suit or proceeding.
 COSTS, STAMP DUTY AND FEES
 40.1
    
    Save as may be otherwise provided herein, the Borrower will bear and pay all legal costs of
or incidental to the negotiation, drafting, preparation and execution of this Agreement and
any amendment thereof.40.2
    
    The Borrower agrees and undertakes to reimburse the Lender on demand with any and all other
pre-agreed costs of and incidental to this Agreement, as well as all other reasonable costs
and expenses (including legal costs on the de facto scale as between attorney-and- own-client)
which the Lender may at any time incur in or about the exercise of any of its rights against
the Borrower in terms of the Finance Documents, including collection commission, tracing fees,
valuation charges, transport costs, costs of Advisers and other reasonable expenses in
connection therewith.40.3
    
    If any amount payable to the Lender in terms of this Agreement in general, are stated as
being exclusive of value added tax, then the Borrower will in addition to a stated amount pay
any value added tax thereon to the Lender, against delivery by the Lender to the Borrower of a
valid tax invoice in respect thereof.




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40.4
    
    In addition, the Borrower shall be liable for and shall pay all stamp duties and
other costs of and incidental to the drafting, preparation and entering into of the
Project Documents or the Finance Documents (together with value-added tax thereon, if
any), and the registering of any Security Document in terms of Applicable Law.




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For and on behalf of HGM (ISLE OF MAN) (PTY) 
LIMITEDSignature:Name of Signatory:Designation of Signatory:
 
 For and on behalf of -MOROBE CONSOLIDATED 
GOLDFIELDS
LIMITEDSignature:
    
    
    
    Signature:Name of Signatory:
    
    
    
    Name of Signatory:Designation of Signatory:
    
    
    
    Designation of Signatory: