exv10w1






Exhibit 10.1









DEED OF TERMINATION

SILVER SALE AGREEMENT




Perilya Broken Hill Ltd




     CDE Australia Pty Ltd



     Coeur d’Alene Mines Corporation



Ref: PAL:LW:90616

Doc Ref.: 291517_2

Level 2

50 Kings Park Road

West Perth WA 6005

T: +61 8 216 7100

W: www.allionlegal.com.au




 









 








CONTENTS




	 	 	 	 	 
	 
	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	4
	 
	 	 	 	 
	1.1
	 	Definitions	 	4
	 
	 	 	 	 
	1.2
	 	Terms defined in the Silver Sale Agreement	 	5
	 
	 	 	 	 
	1.3
	 	Interpretation	 	5
	 
	 	 	 	 
	2.
	 	CONDITIONS PRECEDENT AND CONDUCT PRIOR TO COMPLETION DATE	 	5
	 
	 	 	 	 
	2.1
	 	Conditions precedent	 	5
	 
	 	 	 	 
	2.2
	 	Best  endeavours	 	6
	 
	 	 	 	 
	2.3
	 	Satisfaction of conditions precedent	 	6
	 
	 	 	 	 
	2.4
	 	Termination for non satisfaction of conditions precedent	 	6
	 
	 	 	 	 
	2.5
	 	Conduct up to Completion Date	 	7
	 
	 	 	 	 
	2.6
	 	Conduct post Completion	 	7
	 
	 	 	 	 
	3.
	 	TERMINATION PAYMENT	 	7
	 
	 	 	 	 
	3.1
	 	Calculation	 	7
	 
	 	 	 	 
	4.
	 	COMPLETION	 	8
	 
	 	 	 	 
	4.1
	 	Time and place for Completion	 	8
	 
	 	 	 	 
	4.2
	 	Obligations at Completion	 	8
	 
	 	 	 	 
	4.3
	 	Obligations following Completion	 	8
	 
	 	 	 	 
	4.4
	 	Consequences of Completion	 	8
	 
	 	 	 	 
	5.
	 	COMPLETION STATEMENT	 	8
	 
	 	 	 	 
	5.1
	 	PBH to prepare Completion Statement	 	8
	 
	 	 	 	 
	5.2
	 	Disputes	 	9
	 
	 	 	 	 
	6.
	 	TERMINATION OF THE SILVER SALE AGREEMENT	 	9
	 
	 	 	 	 
	6.1
	 	Termination and discharge	 	9
	 
	 	 	 	 
	6.2
	 	Survival	 	9
	 
	 	 	 	 
	7.
	 	RELEASE AND DISCHARGE	 	9
	 
	 	 	 	 
	7.1
	 	Silver Sale Agreement	 	9
	 
	 	 	 	 
	7.2
	 	Charges	 	10






 









 






	 	 	 	 	 
	8.
	 	COSTS	 	11
	 
	 	 	 	 
	8.1
	 	Legal costs	 	11
	 
	 	 	 	 
	8.2
	 	Stamp duty	 	11
	 
	 	 	 	 
	9.
	 	GST LIABILITY	 	11
	 
	 	 	 	 
	9.1
	 	Interpretation	 	11
	 
	 	 	 	 
	9.2
	 	GST gross-up	 	11
	 
	 	 	 	 
	9.3
	 	Tax invoice	 	11
	 
	 	 	 	 
	9.4
	 	Adjustment event	 	11
	 
	 	 	 	 
	9.5
	 	Reimbursements	 	11
	 
	 	 	 	 
	9.6
	 	No merger	 	12
	 
	 	 	 	 
	10.
	 	MISCELLANEOUS	 	12
	 
	 	 	 	 
	10.1
	 	Plea in bar	 	12
	 
	 	 	 	 
	10.2
	 	Injunctive relief	 	12
	 
	 	 	 	 
	10.3
	 	Waiver and exercise of rights	 	12
	 
	 	 	 	 
	10.4
	 	Legal advice	 	12
	 
	 	 	 	 
	10.5
	 	Counterparts	 	12
	 
	 	 	 	 
	10.6
	 	Entire understanding	 	12
	 
	 	 	 	 
	10.7
	 	Severability	 	13
	 
	 	 	 	 
	10.8
	 	Governing law and jurisdiction	 	13
	 
	 	 	 	 
	10.9
	 	Notices	 	13
	 
	 	 	 	 
	10.10
	 	Further assurance	 	14
	 
	 	 	 	 
	10.11
	 	Continuing Performance	 	14







 











 




This deed is entered into by the following parties:





	 	 	Perilya Broken Hill Limited

(ABN 46 099 761 289)

1st Floor, Building E

|661 Newcastle Street|

Leederville WA 6007 (“PBH”)
	 
	 	 	CDE Australia Pty Ltd

(ABN 40 113 667 682)

Suite 1003, 3 Spring Street

Sydney NSW 2000 (“CDEA”)
	 
	 	 	Coeur d’Alene Mines Corporation

505 Front Avenue

COEUR D’ALENE ID 83814

United States of America (“Coeur”)





BACKGROUND:





	 	A.	 	On 8 September 2005 the parties entered into the Silver Sale Agreement.
	 
	 	B.	 	Notwithstanding the terms of the Silver Sale Agreement, the parties have
agreed to an early termination of the Silver Sale Agreement pursuant to the terms
and conditions set out in this deed.





OPERATIVE PART:





	 	 	The parties agree in consideration of, among other things, the mutual promises contained
in this deed:
	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this deed, unless the context requires otherwise:
	 
	 	 	Adjusted Silver Proceeds means the Silver Proceeds less GST;
	 
	 	 	“ASIC” means the Australian Securities and Investments Commission;
	 
	 	 	“CDEA Silver Sales” means sales of silver in concentrate delivered to Nyrstar Port Pirie Pty
Ltd in respect of which the flowing invoices have been drawn by CDEA:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Invoice No
	 	CDEA-Pb-0905-01650
	 	Issued
	 	12 May 2009
	 	Parcel
	 	0905.1-Pb-ZINPPS-A
	 	US$516,449.46
	 

	 	 	 	CDEA-Pb-0905-01652
	 	 	 	19 May 2009
	 	 	 	0905.1-Pb-ZINPPS-B
	 	US$196,988.94
	 

	 	 	 	CDEA-Pb-0905-01654
	 	 	 	25 May 2009
	 	 	 	0905.1-Pb-ZINPPS-C
	 	US$518,582.53
	 

	 	 	 	CDEA-Pb-0905-01655
	 	 	 	  2 June 2009
	 	 	 	0905.1-Pb-ZINPPS-D
	 	US$293,156.60
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	CDEA-Pb-0906-01668
	 	 	 	15 June 2009
	 	 	 	0906.1-Pb-ZINPPS-B
	 	US$246,540.93
	 

	 	 	 	CDEA-Pb-0906-01673
	 	 	 	22 June 2009
	 	 	 	0906.1-Pb-ZINPPS-C
	 	US$86,031.71
	 

	 	 	 	CDEA-Pb-0906-01678
	 	 	 	  3 July 2009
	 	 	 	0906.1-Pb-ZINPPS-D
	 	US$1,050,566.64







	 	 	“Charges” means each of:




 









 












	 	(a)	 	the Fixed and Floating Charge and Mining Mortgage between PBH and CDEA dated 8
September 2005 and registered with ASIC on 20 September 2005, being ASIC registered
charge number 1209162; and
	 
	 	(b)	 	the Featherweight Floating Charge between PBH and CDEA dated 8 September 2005
and registered with ASIC on 20 September 2005, being ASIC registered charge number
1209164;






	 	 	“Claim” means in relation to any person, a claim, action, demand, suit, judgment or
proceeding for damages, debt, restitution, equitable compensation, account, injunction,
specific performance or any other remedy that a person has against another person, however
arising and whether present, unascertained, immediate, future or contingent;
	 
	 	 	“Completion” means completion of the transactions set out in clause 4.
	 
	 	 	“Completion Date” means 31 July 2009 or such other date as the parties agree in writing;
	 
	 	 	“GST Amount” has the meaning given to it in clause 9.2;
	 
	 	 	“GST Law” has the meaning given to that expression in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth);
	 
	 	 	“Related Parties” means in relation to a party, the directors, officers, servants, agents
and related bodies corporate (as defined in the Corporations Act 2001 (Cth)) of that party;
	 
	 	 	“Relevant Period” means the period commencing on and including 1 July 2009 and ending on but
excluding the Completion Date;
	 
	 	 	“Silver Sale Agreement” means the Silver Sale Agreement between PBH, CDEA and Coeur dated 8
September 2005; and
	 
	 	 	“Termination Payment” has the meaning given in clause 3.
	 
	1.2	 	Terms defined in the Silver Sale Agreement
	 
	 	 	Terms which are defined in the Silver Sale Agreement have the same meaning in this deed
unless the context requires otherwise.
	 
	1.3	 	Interpretation
	 
	 	 	Clauses 1.2 (“References to certain general terms”), 1.3 (Delivery), 1.4 (“Next Business
Day”) and 1.5 (“Headings”) of the Silver Sale Agreement apply to this deed.
	 
	2.	 	CONDITIONS PRECEDENT AND CONDUCT PRIOR TO COMPLETION DATE
	 
	2.1	 	Conditions precedent
	 
	 	 	Completion under this deed is subject to and conditional upon:






	 	(a)	 	PBH obtaining finance for the Termination Payment on terms that are
reasonably acceptable to PBH;
	 
	 	(b)	 	PBH receiving a certified copy of a resolution of the board of directors of
CDEA approving the entry into this deed;
	 
	 	(c)	 	PBH receiving a certified copy of a resolution of the board of directors of
Coeur approving the entry into this deed; and




 









 






	 	(d)	 	CDEA receiving a certified copy of a resolution of the board of directors
of PBH approving entry into this deed.






	2.2	 	Best endeavours
	 
	 	 	All parties must use their best endeavours and do all things necessary or desirable in order
to satisfy the conditions precedent in clauses 2.1(a) to 2.1(d) as soon as practicable. The
parties must keep each other informed of any circumstances which may result in the
conditions precedent not being satisfied.
	 
	2.3	 	Satisfaction of conditions precedent






	 	(a)	 	The conditions precedent in clause 2.1(a) is included for the benefit of
PBH and may be waived by PBH giving notice in writing to CDEA and Coeur.
	 
	 	(b)	 	The conditions precedent in clauses 2.1(b) to 2.1(d) are included for the
benefit of each party and may only be waived with the written agreement of each
party.
	 
	 	(c)	 	If one or more of the conditions precedent in clauses 2.1(a) — 2.1(d) are
not satisfied (or validly waived) on or before the Completion Date, this deed (other
than under clause 2.4) and all of the rights and obligations of the parties under it
may be terminated by any party giving notice to the other parties (provided that the
party wishing to terminate the deed has complied with clause 2.2).






	2.4	 	Termination for non satisfaction of conditions precedent
	 
	 	 	If this deed is terminated under clause 2.3:






	 	(a)	 	each party is released from its obligations under this deed (other than under
this clause 2.4);
	 
	 	(b)	 	within 21 days of the termination of this deed under clause 2.3, the parties
will each use their respective best endeavours and negotiate in good faith a Deed of
Variation of the Silver Sale Agreement (the “Deed of Variation”). Notwithstanding any
other provision of this clause 2.4(b), the Deed of Variation shall provide that:






	 	(i)	 	the Silver Sale Agreement is only varied with respect to the
area known as the North Mine Broken Hill (the “North Mine”);
	 
	 	(ii)	 	the variation will be conditional upon, and subject to, PBH
commencing commercial mining production at the North Mine within 24 months of
execution of the Deed of Variation;
	 
	 	(iii)	 	the variation is further conditional upon, and subject to,
PBH maintaining a minimum level of production at its operations known as the
South Mine Broken Hill (the “South Mine”) of not less than 900,000 tonnes of
ore p.a., but allowing for any events of force majeure including, without
limiting the generality of the foregoing, natural disasters, substantial
breakdown of plant & equipment affecting production and substantial damage to
the underground mine facilities (such as a cave-in or total or partial
collapse of, or damage to, the main shaft) affecting production;
	 
	 	(iv)	 	55% of all silver produced from the North Mine will be dealt
with in the ordinary course under the terms of the Silver Sale Agreement and
45% of all silver produced from the North Mine will be released to PBH
absolutely and not be subject to any of the terms of the Silver Sale
Agreement (and its associated security);




 









 






	 	(v)	 	there is no change to the total ounces of silver to be
delivered by PBH under the terms of the Silver Sale Agreement;
	 
	 	(vi)	 	the ore produced from the North Mine will be campaign run
through PBH’s concentrator so as to easily distinguished that ore from South
Mine ore. However should PBH demonstrate that it is uneconomic to separately
campaign run the North Mine ore, the parties will agree to combine the ores
from the North and South Mines and agree in good faith an accounting
procedure to determine the Silver Product produced from the North Mine.






	 	(c)	 	the parties’ rights, liabilities and obligations with respect to Silver
Product will otherwise continue to be governed by the Silver Sale Agreement (as
varied by the Deed of Variation); and
	 
	 	(d)	 	this deed (other than clauses 2, 8 and 10) shall be of no further force or
effect.






	2.5	 	Conduct up to Completion Date
	 
	 	 	Up to the Completion Date:






	 	(a)	 	CDEA shall continue to be entitled to all Adjusted Silver Proceeds less the
Operating Cost Contribution from sales of Concentrate to Counterparties undertaken in
accordance with clause 7 of the Silver Sale Agreement (“Permitted Sales of Silver
Product”);
	 
	 	(b)	 	title to Silver Product derived from the Broken Hill Mine and severed from
the land shall continue to pass to CDEA under clause 3.5 of the Silver Sale Agreement
(“Passing of title”); and
	 
	 	(c)	 	the whole of the Silver Sale Agreement remains in full force and effect.






	2.6	 	Conduct post Completion
	 
	 	 	CDEA will continue to be entitled to all Adjusted Silver Proceeds less the Operating Cost
Contribution, or be liable for any refund due, from final settlement of sales of
Concentrate to Counterparties undertaken in accordance with clause 7 of the Silver Sale
Agreement (“Permitted Sales of Silver Product”) relating to the CDEA Silver Sales.
	 
	3.	 	TERMINATION PAYMENT
	 
	3.1	 	Calculation
	 
	 	 	In consideration for CDEA agreeing to the termination of the Silver Sale Agreement, PBH
shall pay to CDEA an amount (Termination Payment) equal to US$55 million less:






	 	(a)	 	the Adjusted Silver Proceeds less Operating Cost Contribution paid to CDEA in
respect of any sales of the Silver Product whose invoice date falls during the
Relevant Period, but excluding CDEA Silver Sales; and
	 
	 	(b)	 	the Adjusted Silver Proceeds less Operating Cost Contribution (if any) which
CDEA is entitled to be paid in relation to clause 3.1(a) above (but which have not
yet been paid) under clause 7.3 of the Silver Sale Agreement.




 









 












	4.	 	COMPLETION
	 
	4.1	 	Time and place for Completion
	 
	 	 	Completion shall occur at 2.00pm on the Completion Date at the offices of Gadens Lawyers
Skygarden Building, 77 Castlereagh Street, Sydney, NSW, Australia 2000.
	 
	4.2	 	Obligations at Completion
	 
	 	 	At Completion PBH will pay to CDEA the Termination Payment, by bank cheque or electronic
funds transfer to an account nominated by CDEA.
	 
	4.3	 	Obligations following Completion
	 
	 	 	Following Completion,:






	 	(a)	 	PBH will pay to CDEA the Adjusted Silver Proceeds which CDEA became entitled
to up to the Completion Date and which were deducted from the Termination Payment
under clause 3.1(b);
	 
	 	(b)	 	PBH will pay to CDEA the Adjusted Silver Proceeds which CDEA is entitled to
under clause 2.6; and
	 
	 	(c)	 	on full payment to CDEA of the Adjusted Silver Proceeds referred to in
clauses 4.3(a) and 4.3(b) and the GST component of a tax invoice issued by CDEA in
accordance with clause 9.3, CDEA will deliver to PBH:






	 	(i)	 	a duly executed ASIC Form 312 effecting the discharge of each
Charge; and
	 
	 	(ii)	 	a duly executed Form 18a as published by the New South Wales
Department of Primary Industries for the purposes of the Mining Act which
cancels the registration of the Charges against the Tenements set out in the
Schedule.






	4.4	 	Consequences of Completion
	 
	 	 	CDEA acknowledges and agrees that with effect from Completion, and other than as set out
in clauses 4.3(a) and 4.3(b):






	 	(a)	 	CDEA will have no further entitlement under the Silver Sale Agreement to
purchase Silver Product or to the Adjusted Silver Proceeds; and
	 
	 	(b)	 	PBH will have all rights and title to, and all interests in Silver Product,
including without limitation Silver Product under clause 3.5 of the Silver Sale
Agreement (“Passing of Title”) which has not been sold by PBH in accordance with
clause 7 of the Silver Sale Agreement (“Permitted Sales of Silver Product”).






	5.	 	COMPLETION STATEMENT
	 
	5.1	 	PBH to prepare Completion Statement
	 
	 	 	On the date which is 3 Business Days prior to the Completion Date, PBH shall deliver to
CDEA a statement (Completion Statement) setting out in reasonable detail:






	 	(a)	 	the total of any Adjusted Silver Proceeds paid to CDEA in accordance with
clause 3.1(a); and




 









 






	 	(b)	 	the total of any Adjusted Silver Proceeds which CDEA is entitled to be paid
in accordance with clause 3.1(b).






	5.2	 	Disputes






	 	(a)	 	If CDEA does not agree with the Completion Statement, it must give PBH
written notice of the dispute before the Completion Date.
	 
	 	(b)	 	Unless CDEA gives PBH a notice in accordance with clause 5.2(a) and CDEA
proceeds to Completion, then CDEA will be deemed to have accepted the Completion
Statement, in which case payment of:






	 	(i)	 	the Termination Payment; and
	 
	 	(ii)	 	the Adjusted Silver Proceeds under clause 4.3(a);






	 	 	 	in each case in accordance with the Completion Statement, will not give rise to
any rights of CDEA or Coeur in respect of any errors or omissions in the
Completion Statement.
	 
	 	(c)	 	In the event that CDEA gives notice to PBH under clause 5.2(a), the
provisions of clause 20 of the Silver Sale Agreement (“Dispute Resolution”) shall
apply.






	6.	 	TERMINATION OF THE SILVER SALE AGREEMENT
	 
	6.1	 	Termination and discharge






	 	(a)	 	Subject to clauses 6.1(b) to 6.1(d), upon Completion, and with effect from
the Completion Date, the Silver Sale Agreement will terminate.
	 
	 	(b)	 	Notwithstanding clause 6.1(a), the Silver Sale Agreement will continue to the
extent necessary for PBH to fulfil its obligations to make the payment to CDEA of the
Adjusted Silver Proceeds which are deducted from the Termination Payment under clause
3.1(b) and the Adjusted Silver Proceeds to which CDEA is entitled under clause 2.6.
	 
	 	(c)	 	Notwithstanding clause 6.1(a), clause 21 of the Silver Sale Agreement
(“Interest on overdue amounts”) will continue to the extent necessary to permit the
payment to CDEA of the interest owing (if any) on the amounts referred to in clause
6.1(b).
	 
	 	(d)	 	Notwithstanding clause 6.1(a), the Charges will continue in full force and
effect until discharged and released in accordance with clause 4.3(c).






	6.2	 	Survival
	 
	 	 	Subject to clauses 6.1(b) to 6.1(d), no right or obligation arising under the Silver Sale
Agreement , nor any of its terms, shall survive termination under clause 6.1(a).
	 
	7.	 	RELEASE AND DISCHARGE
	 
	7.1	 	Silver Sale Agreement
	 
	 	 	Subject to clauses 6.1(b) to 6.1(d), upon Completion and with effect from the Completion
Date:






	 	(a)	 	each of CDEA and Coeur releases and discharges PBH and each of its Related
Parties from any Claim which CDEA or Coeur (or both) has or may have against





 









 





	 	 	 	PBH or any of its Related Parties directly or indirectly, whether known or
unknown, now existing or existing in the future, liquidated or unliquidated, fixed
or contingent and howsoever arising in relation to, arising out of, or in
connection with the Silver Sale Agreement;
	 
	 	(b)	 	each of CDEA and Coeur covenants with PBH and each of its Related Parties
severally not to claim, sue or take any action against PBH or any of its Related
Parties in respect of the matters the subject of the releases and discharges in
clause 7.1(a);
	 
	 	(c)	 	PBH releases and discharges CDEA and Coeur and each of their Related Parties
from any Claim which PBH has or may have against CDEA or Coeur (or both) or any of
their Related Parties directly or indirectly, whether known or unknown, now existing
or existing in the future, liquidated or unliquidated, fixed or contingent and
howsoever arising in relation to, arising out of, or in connection with the Silver
Sale Agreement; and
	 
	 	(d)	 	PBH covenants with CDEA and Coeur and each of their Related Parties severally
not to claim, sue or take any action against CDEA or Coeur or any of their Related
Parties in respect of the matters the subject of the releases and discharges in
clause 7.1(c).






	 	 	This clause 7.1 is without prejudice to the rights of PBH, CDEA and Coeur to enforce the
provisions of this deed.
	 
	7.2	 	Charges
	 
	 	 	Upon delivery by CDEA of the duly executed ASIC Form 312 and Form 18a as published by the
New South Wales Department of Primary Industries for the purposes of the Mining Act under
clause 4.3(c):






	 	(a)	 	each of CDEA and Coeur releases and discharges PBH and each of its Related
Parties from any Claim which CDEA or Coeur (or both) has or may have against PBH or
any of its Related Parties directly or indirectly, whether known or unknown, now
existing or existing in the future, liquidated or unliquidated, fixed or contingent
and howsoever arising in relation to, arising out of, or in connection with the
Charge or any payment obligation under this deed;
	 
	 	(b)	 	each of CDEA and Coeur covenants with PBH and each of its Related Parties
severally not to claim, sue or take any action against PBH or any of its Related
Parties in respect of the matters the subject of the releases and discharges in
clause 7.2(a);
	 
	 	(c)	 	PBH releases and discharges CDEA and Coeur and each of their Related Parties
from any Claim which PBH has or may have against CDEA or Coeur (or both) or any of
their Related Parties directly or indirectly, whether known or unknown, now existing
or existing in the future, liquidated or unliquidated, fixed or contingent and
howsoever arising in relation to, arising out of, or in connection with the Charge;
and
	 
	 	(d)	 	PBH covenants with CDEA and Coeur and each of their Related Parties severally
not to claim, sue or take any action against CDEA or Coeur or any of their Related
Parties in respect of the matters the subject of the releases and discharges in
clause 7.2(c).






	 	 	This clause 7.2 is without prejudice to the rights of PBH, CDEA and Coeur to enforce the
provisions of this deed.




 









 






	8.	 	COSTS
	 
	8.1	 	Legal costs
	 
	 	 	Each party must pay its own costs of and incidental to the preparation of and execution of
this deed.
	 
	8.2	 	Stamp duty






	 	(a)	 	Any stamp duty payable in respect of this deed must be paid by PBH.
	 
	 	(b)	 	PBH must indemnify CDEA against any loss incurred by CDEA in relation to any
duty specified in this provision, whether through default by PBH under this provision
or otherwise.






	9.	 	GST LIABILITY
	 
	9.1	 	Interpretation
	 
	 	 	In this clause, expressions which are not defined but have a defined meaning in the GST
Law, have the same meaning as in the GST Law.
	 
	9.2	 	GST gross-up
	 
	 	 	If GST is payable by a supplier (or by the representative member for a GST group of which
the supplier is a member) on any supply made under this deed, the recipient will pay to
the supplier an amount (GST Amount) equal to the GST payable on the supply. The GST Amount
is payable by the recipient in addition to, and at the same time as, the consideration for
the supply is to be provided under this deed.
	 
	9.3	 	Tax invoice






	 	(a)	 	The supplier must deliver a tax invoice to the recipient before the supplier
is entitled to be paid the GST Amount. The recipient can withhold payment of the GST
Amount until the supplier provides a tax invoice.
	 
	 	(b)	 	Notwithstanding clause 9.3(a), CDEA will issue a tax invoice at Completion
for the Termination Payment to PBH. The GST component of that particular tax invoice
must be paid by PBH to CDEA by no later than 25 September 2009 (or such other date as
is agreed between the parties).






	9.4	 	Adjustment event
	 
	 	 	If an adjustment event arises in respect of a taxable supply made under this deed, the GST
Amount will be recalculated to reflect the adjustment event. A payment will be made by the
recipient to the supplier or by the supplier to the recipient (as appropriate), to reflect
the recalculation.
	 
	9.5	 	Reimbursements
	 
	 	 	If a party is required under this deed to reimburse or pay to another party an amount
calculated by reference to a cost, expense, outgoing or an amount paid or incurred by that
party, the amount of the reimbursement or payment will be reduced by the amount of any
input tax credits or reduced input tax credits to which that party (or the representative
member for a GST group of which it is a member) is entitled in respect of any acquisition
relating to that cost, expense, outgoing or other amount.




 









 






	9.6	 	No merger
	 
	 	 	This clause will not merge on Completion.
	 
	10.	 	MISCELLANEOUS
	 
	10.1	 	Plea in bar
	 
	 	 	This deed may be pleaded in any Court as a bar to any action, claim, cause of action or
proceeding commenced or at any time to be commenced by any of the parties to this Deed
which is inconsistent with or contrary to this Deed.
	 
	10.2	 	Injunctive relief
	 
	 	 	In the event of a breach or threatened breach of the terms of this deed by a party, any
other party to this deed will be entitled to an injunction restraining that party from
committing any breach of this deed.
	 
	10.3	 	Waiver and exercise of rights






	 	(a)	 	A single or partial exercise or waiver of a right relating to this deed will
not prevent any other exercise of that right or the exercise of any other right.
	 
	 	(b)	 	A party will not be liable for any loss, cost or expense of any other party
caused or contributed to by the waiver, exercise, attempted exercise, failure to
exercise or delay in the exercise of a right.






	10.4	 	Legal advice
	 
	 	 	Each party agrees and acknowledges that it:






	 	(a)	 	has had a full and proper opportunity to consider the terms of this deed;
	 
	 	(b)	 	has had a full and proper opportunity to obtain independent legal advice in
respect of the terms of this deed; and
	 
	 	(c)	 	enters into this deed freely.






	10.5	 	Counterparts
	 
	 	 	This deed may be executed in any number of counterparts, each of which when executed and
delivered shall constitute an original, but all counterparts shall together constitute one
and the same deed.
	 
	10.6	 	Entire understanding






	 	(a)	 	This deed embodies the entire understanding and agreement between the parties
as to the subject of this deed.
	 
	 	(b)	 	All previous negotiations, understandings, representations, warranties,
memoranda or commitments in relation to, or in any way affecting, the subject matter
of this deed are merged in and superseded by this deed and shall be of no force or
effect whatever and no party shall be liable to any other party in respect of those
matters.
	 
	 	(c)	 	No oral explanation or information provided by any party to another shall:






	 	(i)	 	affect the meaning or interpretation of this deed; or




 









 






	 	(ii)	 	constitute any collateral agreement, warranty or
understanding between any of the parties.






	10.7	 	Severability






	 	(a)	 	Any clause in this deed, which is prohibited in any jurisdiction, is, in that
jurisdiction, ineffective only to the extent of that prohibition.
	 
	 	(b)	 	Any clause in this deed which is void, illegal or unenforceable in any
jurisdiction does not affect the validity, legality or enforceability of that
provision in any other jurisdiction or of the remaining provisions in that or any
other jurisdiction.






	10.8	 	Governing law and jurisdiction






	 	(a)	 	This deed is governed by and is to be construed in accordance with the laws
in force in New South Wales.
	 
	 	(b)	 	Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New South Wales and any courts which have jurisdiction
to hear appeals from any of those courts and waives any right to object to any
proceedings being brought in those courts.






	10.9	 	Notices






	 	(a)	 	Any notice may be served by delivery in person or by post or transmission by
facsimile to the address or number of the recipient specified in this provision or
most recently notified by the recipient to the sender.
	 
	 	(b)	 	Any notice to or by a party under this deed must be in writing and signed by
either:






	 	(i)	 	the sender or, if a corporate party, an authorised officer of
the sender; or
	 
	 	(ii)	 	the party’s solicitor.






	 	(c)	 	Any notice is effective for the purposes of this deed upon delivery to the
recipient or production to the sender of a facsimile transmittal confirmation report
before 4.00pm local time on a day in the place in or to which the written notice is
delivered or sent or otherwise at 9.00am on the next day following delivery or
receipt.
	 
	 	(d)	 	The addresses for service for notices of the parties are:






	 	 	 	Perilya Broken Hill Limited
	 
	 	 	 	661 Newcastle Street Leederville WA 6007

Fax: + 61 08 9423 1787

Att: Paul Marinko/Paul Arndt
	 
	 	 	 	CDE Australia Pty Ltd
	 
	 	 	 	Suite 1003, 3 Spring Street Sydney NSW 2000

Fax: + 61 02 8249 4001

Att: Stephen Peterson
	 
	 	 	 	Coeur d’Alene Mines Corporation
	 
	 	 	 	505 Front Avenue Coeur d’Alene ID 83814 United States of America

Fax: +1 208 667 2213




 









 






	 	 	 	Att: Mitch Krebs






	10.10	 	Further assurance
	 
	 	 	Each party must execute any document and perform any action necessary to give full effect
to this deed, whether before or after performance of this deed.
	 
	10.11	 	Continuing Performance






	 	(a)	 	The provisions of this deed do not merge with any action performed or
document executed by any party for the purposes of performance of this deed.
	 
	 	(b)	 	Any representation in this deed survives the execution of any document for
the purposes of, and continues after, performance of this deed.
	 
	 	(c)	 	Any indemnity agreed by any party under this deed:






	 	(i)	 	constitutes a liability of that party separate and
independent from any other liability of that party under this deed or any
other agreement; and
	 
	 	(ii)	 	survives and continues after performance of this deed.






 











 





Schedule — Tenements against which Charges have been registered




	 	 	 	 	 	 	 	 	 	 	 
	CHARGE	 	TENEMENTS	 	DEALING NO.
	 
	 	 	 	 	 	 	 	 	 	 
	Fixed and Floating Charge and Mining

	 	Consolidated Mining Lease No. 4
	 	 	1973	 	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mortgage between PBH and CDEA dated 8
September 2005

	 	Consolidated Mining Lease No. 5
	 	 	1973	 	 	 	35	 
	 	Consolidated Mining Lease No. 6
	 	 	1973	 	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Mining Lease No. 1249
	 	 	1973	 	 	 	19	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Mining Lease No. 5885
	 	 	1906	 	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 2513
	 	 	1973	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 2743
	 	 	1973	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 2921
	 	 	1973	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 5614
	 	 	1992	 	 	 	36	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 5879
	 	 	1992	 	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 6167
	 	 	1992	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 6386
	 	 	1992	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Licence 6447
	 	 	1992	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Prospecting Licence 2364
	 	 	1973	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Prospecting Licence 2379
	 	 	1973	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Prospecting Licence 3365
	 	 	1973	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Exploration Prospecting Licence 3661
	 	 	1973	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	Featherweight Floating Charge
between PBH and CDEA dated 8
September 2005

	 	Consolidated Mining Lease No. 8
	 	 	1973	 	 	 	30	 
	 	 	Consolidated Mining Lease No. 9
	 	 	1973	 	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Consolidated Mining Lease No. 10
	 	 	1973	 	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Consolidated Mining Lease No. 11
	 	 	1973	 	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Consolidated Mining Lease No. 12
	 	 	1973	 	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Consolidated Mining Lease No. 13
	 	 	1973	 	 	 	27	 






 









 






	 	 	 	 	 
	Executed by PERILYA BROKEN HILL
LIMITED in accordance with section
127(1) of the Corporations Act 2001
(Cth) by authority of its directors:
	 	 	 	 
	 
	 	 	 	 
	/s/ Paul Arndt

	 	/s/ Paul Marinko	 	 
	 

Director

	 	 

Secretary
	 	 
	 
	 	 	 	 
	Paul Arndt

	 	Paul Marinko, Barrister & Solicitor	 	 
	 

Name of Director (print)

	 	 

Name of Secretary (print)
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Executed by CDE Australia Pty Ltd in
accordance with section 127(1) of the
Corporations Act 2001 (Cth) by
authority of its directors:
	 	 	 	 
	 
	 	 	 	 
	/s/ John Blue
	 	/s/ Stephen Peterson	 	 
	 

Director

	 	 

Director/Secretary
	 	 
	 
	 	 	 	 
	John Blue

	 	Stephen Peterson	 	 
	 

Name of Director (print)

	 	 

Name of director/Secretary (print)
	 	 
	 






	 	 	 	 	 
	COEUR D’ALENE MINES CORPORATION

 	 	 
	/s/ Dennis E. Wheeler
 	 	 
	Name:  	  Dennis E Wheeler
	 	 
	Title:  	Chairman, President & Chief Executive Officer