Silver
Sale Agreement 






	 	
Dated
8 September 2005 






	 	
Perilya
Broken Hill Ltd ABN 46 099 761 289 (“PBH”) 
CDE Australia Pty Ltd ABN 40
113 667 682 (“CDEA”) 
Coeur d’Alene Mines Corporation (“Coeur”) 






















	 	
Mallesons
Stephen Jaques  
Level 10
Central Park 
152 St George’s Terrace 
Perth WA 6000 
Australia

T +61 8 9269 7000 
F +61 8 9269 7999 
DX 91049 Perth 
www.mallesons.com

Ref:CER:JN:09-5128-7870 















	 	
Silver
Sale Agreement  
Contents  






			
	Details	1 
	
General terms	3 
	

	1	Interpretation	3 
	
1.1	Definitions	3 
	1.2	References to certain general terms	10 
	1.3	Delivery	12 
	1.4	Next Business Day	12 
	1.5	Headings	12 
	

	2	Conditions Precedent	12 
	
2.1	Conditions Precedent	12 
	2.2	Best endeavours	13 
	2.3	Satisfaction of Conditions Precedent	13 
	2.4	Termination for non satisfaction of Conditions Precedent	13 
	

	3	Sale and Purchase	13 
	
3.1	Consideration	13 
	3.2	Undertaking by Coeur with respect to Purchase Price	13 
	3.3	Sale of Silver Product	13 
	3.4	Interest sold	14 
	3.5	Passing of title	14 
	3.6	Title to pass when capable of being passed	15 
	3.7	Economic benefits to pass	15 
	3.8	Risk	15 
	

	4	Designated Ore	15 
	

	5	Settlement	15 
	
5.1	CDEA’s obligations at Settlement	15 
	5.2	PBH's obligations at Settlement	16 
	5.3	Place	16 
	

	6	Agreements concerning business	16 
	
6.1	Business Covenants	16 
	6.2	Undertakings by CDEA	16 
	6.3	Broken Hill Mine operations	17 
	6.4	Concentrate Sales Agreements	18 
	6.5	Acknowledgments	18 
	

	7	Permitted Sales of Silver Product	18 
	
7.1	Authority and direction to PBH	18 
	7.2	Powers of PBH	19 
	7.3	Sale proceeds	19 
	7.4	Accounting for sale proceeds	19 





i 












			
	

	8	Operating Cost Contribution	20 
	
8.1	Payment of Operating Cost Contribution	20 
	8.2	Calculation of Operating Cost Contribution	20 
	[PROVISION OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
	

	11	Force majeure	20 
	
11.1	Effects of Force Majeure event	20 
	11.2	Notice of Force Majeure Event	20 
	11.3	Obligations of affected party	21 
	

	12	Rights to information and access	21 
	
12.1	Rights to information	21 
	12.2	Rights of access	21 
	

	13	Representations and warranties	22 
	
13.1	General representations and warranties	22 
	13.2	Representations and warranties by PBH	22 
	

	14	Security undertakings	23 
	14.1	Restricted dealings with any of the Primary Secured Property	23 
	14.2	Restricted dealings with Primary Secured Property over which Primary Security is fixed	23 
	14.3	Restricted dealings with Primary Secured Property over which the Primary Security is floating	24 
	14.4	Payments relating to the Primary Secured Property	24 
	14.5	PBH’s business	24 
	

	
15	Confidentiality	25 
	
15.1	Disclosure of Confidential Information	25 
	15.2	Disclosure by recipient of Confidential Information	25 
	15.3	Use of Confidential Information	25 
	15.4	Excluded Information	25 
	15.5	Return of Confidential Information	25 
	15.6	Announcements or releases	26 
	15.7	No disclosure of terms of this agreement	26 
	15.8	Termination	26 
	

	16	Future silver sales	26 
	

	17	Goods and services tax (GST)	26 
	
17.1	Consideration does not include GST	26 
	17.2	Recovery of GST	26 
	17.3	Time of payment	26 
	17.4	Adjustment of additional amount	26 
	17.5	Reimbursement	27 
	17.6	GST excluded from calculations	27 
	17.7	Definitions	27 
	

	18	Expiration of agreement and reconveyance	27 
	
18.1	Maximum amount	27 
	18.2	Reconveyance of Silver Product	27 
	18.3	Survival on termination	28 




ii 













			
	

	19	Default	28 
	
19.1	Right to terminate on default	28 
	19.2	Notice	28 
	19.3	Payment on termination	28 
	19.4	No liability for Consequential Loss	29 
	

	20	Dispute Resolution	29 
	
20.1	Expert determination	29 
	20.2	Appointment of Expert	29 
	20.3	Qualifications of independent expert	29 
	20.4	Expert not arbitrator	30 
	20.5	Evidence	30 
	20.6	Powers of independent expert	30 
	20.7	Information and assistance	30 
	20.8	Time for making a decision	30 
	20.9	Decision final and binding	30 
	20.10	Dispute costs	31 
	20.11	Stay on court proceedings	31 
	20.12	Enforcement of determination	31 
	

	21	Interest on overdue amounts	31 
	
21.1	Obligation to pay interest	31 
	21.2	Compounding	31 
	21.3	Interest following judgment	31 
	

	22	No undisclosed principals or undisclosed trusts	32 
	

	23	Nature of relationship	32 
	
23.1	Relationship explained	32 
	23.2	No duty to act to its detriment	32 
	23.3	Conflict of interest	32 
	

	24	Notices	32 
	
24.1	Form	32 
	24.2	Delivery	32 
	24.3	When effective	33 
	24.4	Receipt - post	33 
	24.5	Receipt - fax	33 
	24.6	Receipt - general	33 
	

	25	Assignment	33 
	25.1	No assignment	33 
	25.2	Transfer of Broken Hill Mine	33 




iii 











			
	

	26	Manner of payment	33 
	

	27	Severability	34 
	

	28	Entire agreement	34 
	

	29	No representations or warranties	34 
	

	30	General	34 
	
30.1	Discretion in exercising rights	34 
	30.2	Partial exercising of rights	34 
	30.3	No liability for loss	34 
	30.4	Approvals and consents	35 
	30.5	Remedies cumulative	35 
	30.6	Rights and obligations are unaffected	35 
	30.7	Variation and waiver	35 
	30.8	No merger	35 
	30.9	Indemnities	35 
	30.10	Further steps	35 
	30.11	Prompt performance	36 
	30.12	Certificates	36 
	30.13	Set-off	36 
	30.14	Construction	36 
	[PROVISION OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
	30.16	CDEA costs	36 
	30.17	Inconsistent law	36 
	30.18	Supervening legislation	36 
	30.19	Amendment to Consumer Price Index formula	36 
	30.20	Counterparts	37 
	

	31	Governing law	37 
	
31.1	Governing law	37 
	31.2	Serving documents	37 
	
Schedule 1 - Tenements	38 
	
Schedule 2 - Acknowledgments (clause 6.5)	39 
	
Signing Page	44 
	
Annexure A (clause 25.2)	45 
	
Deed of Assignment and Assumption	45 






iv 













	 	
Silver
Sale Agreement 
Details  






	

	Parties
	PBH, CDEA and Coeur

	PBH	Name	Perilya Broken Hill Limited
	
 	ABN	46 099 761 289
	
 	Incorporated in	Commonwealth of Australia
	
 	Address	Level 2, 31 Ventnor Avenue
			WEST PERTH WA 6005
	 	Fax	+ 61 8 9423 1787
	
 	Attention	Company Secretary
	

	CDEA	Name	CDE Australia Pty Ltd
	
 	ABN	40 113 667 682
	
 	Incorporated in	Commonwealth of Australia
	
 	Address	Suite 305, Spring Street
			SYDNEY NSW 2000
	
 	Fax	+ 61 2 9440 8418
	
 	Attention	Company Secretary
	

	Coeur	Name	Coeur d’Alene Mines Corporation
	
 	Incorporated in	Idaho, United States of America
	
 	Address	505 Front Avenue
			COEUR D'ALENE ID 83814
	
 	Fax	+1 208 667 2213
	
 	Attention	Company Secretary
	

	Transaction 
Documents	include:
	
 	•       this agreement
	
 	•       CDEA Security
	
 	•       Priority Deed




1 













			
	

	Business Day 
place(s)	Perth, Sydney
	

	Governing law	New South Wales
	

	Date of 
agreement	See Signing page
	

	Recitals	A	PBH carries out mining operations on the Tenements at the Broken
			Hill Mine.
	

		B	The Ore mined from the Broken Hill Mine contains lead, zinc and,
			as a by-product, silver. This Ore is processed at the Broken Hill
			Mine so as to derive among other things, Concentrate.
	

		C	CDEA wants to purchase from PBH all of the Silver Product that is
			mined from the Broken Hill Mine immediately upon its severance
			from the land, until the Completion Time.
	

		D	PBH has agreed to sell to CDEA and CDEA has agreed to purchase
			from PBH, the Silver Product on the terms and conditions of this
			agreement.
	

		E	It is a condition of PBH's agreement to sell the Silver Product to
			CDEA that CDEA agrees to the arrangements set out in this
			agreement for the processing of Ore containing silver into
			Concentrate and for the sale of the minerals contained in the
			Concentrate.





2 











	 	
Silver
Sale Agreement  
General terms  






     



	 	1	Interpretation 







	 	1.1 	Definitions  






	 	
These
meanings apply unless the contrary intention appears:  






	 	
Assets means
all the assets and property comprising the Broken Hill Mine or used on or held in
connection with the Broken Hill Mine, including the Tenements, product, real property,
fixtures, plant and equipment and other chattel property, mining information, contracts
and other choses in action and licences and other forms of authorisation.  






	 	
Authorised
Officer of a party means a director or a secretary of that party or any other person
appointed by that party to act as an Authorised Officer of it for the purposes of this
agreement.  






	 	
Base
Amount means the sum of US$2.00 per Ounce of Payable Silver, as adjusted for
movements in the Consumer Price Index in accordance with clause 8.3 (“Review based
on Consumer Price Index variations”).  






	 	
Bank
Bill Rate means for an interest period, the average bid rate for bills of exchange
having a tenor closest to that interest period as displayed on the “BBSY” page
of the Reuters Monitor System on the first day of that interest period. However, if the
average bid rate is not displayed by 10:30am on that day, or if it is displayed but there
is an obvious error in that rate, Bank Bill Rate means the rate set by the
Non-Defaulting Party in good faith at approximately 10:30am on that day, having regard,
to the extent possible, to the rates otherwise bid for bills of exchange of that tenor at
or around that time (including any displayed on the “BBSW” page of the Reuters
Monitor System).  






	 	
The
rate set by the Non-Defaulting Party must be expressed as a percentage rate per annum and
be rounded up to the nearest fourth decimal place.  






	 	
Broken
Hill Mine means the lead, zinc and silver mine carried on by PBH on the Tenements at
or near Broken Hill, New South Wales and for the avoidance of doubt includes both the
north mine and southern mine at Broken Hill.  






	 	
Business means
the business of mine related exploration for lead and zinc and mining, milling,
concentrating and selling Concentrate as conducted by PBH at the Broken Hill Mine.  






	 	
Business
Day means a day other than a Saturday, Sunday or public holiday in the place or
places set out in the Details under “Business Day place(s)".  










3 









	 	
CDEA
Security means: 






	 	(a) 	the
Primary Security; and  






	 	(b) 	the
featherweight floating charge to be granted by PBH to CDEA on the date the
          Purchase Price is paid under this agreement.  






	 	
Completion
Time means the time at which CDEA receives, or is entitled to receive, payment in
accordance with this agreement (less any amounts permitted to be deducted under this
agreement) for amounts paid by Counterparties under Concentrate Sales Agreements in
respect of 17.2 million Ounces of Payable Silver.  






	 	
Concentrate means
the product obtained by concentrating the Ore, which product is produced predominantly to
recover lead, but which contains silver within it as a by-product.  






	 	
Concentrate
Sales Agreement means an agreement between PBH and a Counterparty for the sale and
purchase of Concentrate.  






	 	
Conditions
Precedent means the conditions specified in clause 2 of this agreement.  






	 	
Confidential
Information means all confidential, non-public or proprietary information regardless
of how the information is stored or delivered, exchanged between the parties before, on
or after the date of this agreement relating to the business, technology or other affairs
of the provider of the Confidential Information.  






	 	
Contingent
Operating Cost Contribution means an amount payable under clause 9 (“Contingent
Operating Cost Contribution”).  






	 	
Controller has
the meaning it has in the Corporations Act.  






	 	
Consequential
Loss means any loss or damage suffered by a party which is indirect or consequential,
or which results from some special circumstance or supervening event, or which is by way
of economic loss, loss of profits, or any other incidental loss, loss of goodwill or
credit, loss of business reputation, future reputation or publicity, loss of use, loss of
interest, damage to credit rating, loss or denial of opportunity, or increased overhead
costs, or which relates to expenses caused by a breach or outgoings rendered futile by
the breach, or which is not an immediate result of a breach by the other party, or which
is suffered by a party as a result of a claim of a third party.  






	 	
Corporations
Act means the Corporations Act 2001 (Cwlth).  






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






	 	
Counterparty means
any purchaser of Concentrate from PBH, including a smelter.  






	 	
Defaulting
Party has the meaning given in clause 21.1 (“Obligation to pay interest “).  








4 










	 	
Default
Rate means: 






	 	(a) 	for
amounts denominated in A$, the Bank Bill Rate plus 2% per annum; or  






	 	(b) 	for
amounts denominated in US$, LIBOR plus 2% per annum.  






	 	
For
the purpose of this definition, the Default Rate is calculated as if the overdue amount
is a drawing with an interest period of 30 days (or another period chosen from time to
time by the Non-Defaulting Party) with the first interest period starting on and
including the due date.  






	 	
Designated
Ore means ore referred to in clause 4 (“Designated Ore”).  






	 	
Designation
Notice means a notice given under clause 4 (“Designated Ore”).  






	 	
Details means
the section of this agreement headed “Details”.  






	 	
Dispute includes
any dispute, controversy, difference or claim arising out of or in connection with this
agreement or the subject matter of this agreement, including any question concerning its
formation, validity, interpretation, performance, breach and termination.  






	 	
Encumbrance means
any mortgage, lien, charge, pledge, assignment by way of security, security interest,
preferential right or trust arrangement intended to have effect as a security.  






	 	
Excluded
Information means Confidential Information which: 






	 	(a) 	is
in or becomes part of the public domain other than through breach of this
               agreement or an obligation of confidence owed to the provider of the
               Confidential Information; or  






	 	(b) 	the
recipient of the Confidential Information can prove by contemporaneous
               written documentation was already known to it at the time of disclosure by
the                provider of the Confidential Information (unless such knowledge arose
from                disclosure of information in breach of an obligation of
confidentiality); or  






	 	(c) 	the
recipient of the Confidential Information acquires from a source other than
               the provider of the Confidential Information or any Related Entity or
               Representative of the provider of the Confidential Information where such
source                is entitled to disclose it.  






	 	
Force
Majeure Event means any cause outside the reasonable control of the affected party,
(other than an obligation under this agreement to pay money) and includes:  






	 	(a) 	act
of God, earthquake, cyclone, fire, explosion, flood, landslide, lightening
               storm, tempest, drought or meteor;  






	 	(b) 	war
(declared or undeclared), invasion, act of foreign enemy, hostilities
               between nations, civil insurrection or military usurper power;  








5 









	 	(c) 	revolution
or act of public enemy, sabotage, malicious damage, terrorism,
               insurrection or civil unrest;  






	 	(d) 	confiscation,
nationalisation, requisition, expropriation, embargo, restraint or                damage
to property by or under the order of any government or government
               authority;  






	 	(e) 	transportation
difficulties or handling or loading difficulties at Port Pirie or                any
other port or storage facility;  






	 	(f) 	epidemic
or quarantine restrictions;  






	 	(g) 	any
event having the effect of damaging any part of Broken Hill Mine and/or
               plant and/or stockpiles or reducing the actual production therefrom or use
               thereof to a level below capacity or reducing Ore volumes available for
delivery                under the Concentrate Sales Agreement; or  






	 	(h) 	strikes,
blockades, lock out or other industrial dispute.  






	 	
GST has
the meaning it has in the GST Act.  






	 	
GST
Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).  






	 	
A
person is Insolvent if:  






	 	(a) 	it
is (or states that it is) an insolvent under administration or insolvent
               (each as defined in the Corporations Act); or  






	 	(b) 	it
has had a Controller appointed or is in liquidation, in provisional
               liquidation, under administration or wound up or has had a Receiver
appointed to                any part of its property; or  






	 	(c) 	it
is subject to any arrangement, assignment, moratorium or composition,
               protected from creditors under any statute or dissolved (in each case,
other                than to carry out a reconstruction or amalgamation while solvent on
terms                approved by the other parties to this agreement, such approval not
to be                unreasonably withheld or delayed); or  






	 	(d) 	an
order has been made or a resolution passed, in each case in connection with
               that person, which would result in any of (a), (b) or (c) above; or  






	 	(e) 	it
is taken (under section 459F(1) of the Corporations Act) to have failed to
               comply with a statutory demand; or  






	 	(f) 	it
is the subject of an event described in section 459C(2)(b) or section 585 of
               the Corporations Act (or it makes a statement from which another party to
this                agreement reasonably deduces it is so subject); or  






	 	(g) 	it
is otherwise unable to pay its debts when they fall due; or  







6 









	 	(h) 	something
having a substantially similar effect to (a) to (g) happens in                connection
with that person under the law of any jurisdiction.  






	 	
Korea
Zinc Rights of Refusal Agreement means the draft agreement entitled “Lead
Concentrate-Deed of first right of refusal” and made between PBH and Sorin
Corporation acting as agent for Korea Zinc Company Limited, as supplemented by a letter
agreement dated 26 August 2005 and made between PBH and Korea Zinc Company Limited
and any agreement arising from that draft agreement.  






	 	
Korea
Zinc Security means: 






	 	(a) 	the
fixed and floating charge granted by PBH to Korea Zinc Company Ltd and Young
               Poong Corporation Ltd dated 30 May 2002, which charge has been assigned to
YK                Australia Pty Ltd by deed of assignment dated 27 April 2005; and  






	 	(b) 	the
fixed charge granted by PBH to Korea Zinc Company Ltd and Young Poong
               Corporation Ltd dated 30 May 2002 which charge has been assigned to YK
Australia                Pty Ltd by deed of assignment dated 27 April 2005.  






	 	
LIBOR
means the rate per annum (rounded upwards, if necessary, to the nearest four decimal
places) equal to the official fixing rate by the British Banker Association for US$
conducted each day at 11.00am (London time) which appears on the page of the Reuters
Monitor Money Rates Service (or, if not available, a successor or substitute page or
service selected by the Non-Defaulting Party after consultation with the Defaulting
Party) which displays London interbank offered rates for US$ for the interest period as
of 11.00am London time on the quotation date for that interest period.  






	 	
Mining
Act means the Mining Act 1992 (NSW).  






	 	
Non-Defaulting
Party has the meaning given in clause 21.1 (“Obligation to pay interest”).  






	 	
Operating
Cost Contribution means an amount payable under clause 8 (“Operating Cost
Contribution”).  






	 	
Ore
means: 






	 	(a) 	all
ores, minerals and other products mined from the Tenements after severance           from
the land; and  






	 	(b) 	Designated
Ore.  






	 	
Ounce
means a Troy ounce of 31.1034768 grams.  






	 	
Payable
Silver means silver in respect of which PBH receives or is entitled to receive (in
each case as agent for CDEA), payment from a Counterparty.  






	 	
Payment
Amounts means the “Production Linked Payments” and the “Price Linked
Payments” (as those terms are defined under the Sale and Purchase Deed) which are
payable under the terms of the Sale and Purchase Deed.  







7 









	 	
Permitted
Dealing means: 






	 	(a) 	a
disposal on arm’s length terms in the ordinary course of its business;  






	 	(b) 	a
disposal of obsolete property or assets or of property or assets no longer
               required for the purpose of the Business or operations of PBH;  






	 	(c) 	a
disposal by way of the grant or surrender of a lease, licence or tenancy to
               occupy or use property (in any such case for fair value and on reasonable
               commercial terms); or  






	 	(d) 	a
surrender of a Tenement in order to comply with any requirements of the Mining
               Act or if that Tenement does not have any reserves or resources.  






	 	
Permitted
Encumbrance means: 






	 	(a) 	the
Korea Zinc Security;  






	 	(b) 	the
Zinifex Security;  






	 	(c) 	an
Encumbrance that ranks ahead of the Primary Security if:  






	 	(i) 	the
Encumbrance is to support a hedging facility, which may be for a period up
               to 2 years and cover up to 80% of the production of the Broken Hill Mine;  






	 	(ii) 	the
Encumbrance is to support the funding of mine development or environmental
               bonds, provided that the provision of the Encumbrance will not have a
material                adverse effect on PBH’s obligations under this agreement; or  






	 	(iii) 	CDEA
consents to the creation of the Encumbrance, such consent not to be
               unreasonably withheld or delayed; or  






	 	(d) 	an
Encumbrance that ranks behind the Primary Security, or the persons entitled
               to that Encumbrance subordinate to the Primary Security.  






	 	
Prevailing
International Terms means the terms and conditions available in the open market under
which lead concentrate (containing silver as a by-product) is bought and paid for by
counterparties, but having regard to the location and characteristics of the Concentrate.
Those terms and conditions include terms and conditions relating to price, method of
weighing, sampling and determining moisture content of lead concentrate (containing
silver as a by-product) and method of conducting assays in relation to lead concentrate
(containing silver as a by-product), that are generally acceptable in international
practice.  






	 	
Primary
Security means the fixed and floating charge and mining mortgage to be granted by PBH
to CDEA on the date the Purchase Price is paid under this agreement.  






	 	
Primary
Secured Property means all of the rights, property and undertaking of PBH which for
the time being are charged by the Primary Security.  







8 









	 	
Priority
Deed means the priority deed to be entered into between CDEA, YK Australia Pty Ltd,
Pasminco Broken Hill Mine Pty Limited (Subject to a Deed of Company Arrangement) Zinifex,
PBH and Perilya Limited.  






	 	
[PROVISION
OMITTED – SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] 






	 	
Purchase
Price means US$36,000,000. 






	 	
Receiverincludes
a receiver or receiver and manager.  






	 	
Related
Entity has the meaning it has in the Corporations Act.  






	 	
Representative of
a party includes an employee, agent, officer, director, auditor, advisor, partner,
consultant, joint venturer, contractor or sub-contractor of that partyor of a
Related Entity of that party.  






	 	
Review
Date means 30 June in each year.  






	 	
Sale
and Purchase Deed means the Sale and Purchase Deed dated 8 March 2002 between PBH,
Perilya, Pasminco Limited (Administrators Appointed)), Pasminco Broken Hill Mine Pty
Limited (Administrators Appointed), Zinifex (formerly Pasminco Australia Limited) and
John Menzies Spark and Peter Damien McCluskey.  






	 	
Settlement means
the procedure set out in clause 5 of this Agreement.  






	 	
Settlement
Date means: 






	 	(a) 	13
October 2005; or  






	 	(b) 	any
earlier date notified by CDEA by giving 3 Business Days written notice to           PBH.  






	 	
Silver
Proceeds means net proceeds (inclusive of GST) received by PBH from a
Counterparty under a Concentrate Sales Agreement which are in respect of Payable Silver.
For the avoidance of doubt, net proceeds in respect of Payable Silver under the Zinifex
Concentrate Sales Agreement, means the gross proceeds attributable to the Payable Silver
after deducting the “Refining Charges” in respect of the Payable Silver, but no
other charges (including, the “Treatment Charges”, “Location Allowance” and
“Penalty”) — as those terms are defined in the Zinifex Concentrate Sales
Agreement.  






	 	
Silver
Product means all silver together with its related impurities, contained in Ore and
Concentrate which is sold to and purchased by CDEA under this agreement (including while
still contained in Ore or Concentrate).  







9 









	 	
Subsidiary of
an entity means another entity which is a subsidiary of the first within the meaning of
part 1.2 division 6 of the Corporations Act or is a subsidiary or otherwise controlled by
the first within the meaning of any approved accounting standard.  






	 	
Taxes means
taxes, levies, imposts, charges and duties imposed by any authority (including stamp and
transaction duties) together with any related interest, penalties, fines and expenses in
connection with them, except if imposed on, or calculated having regard to, the overall
net income or taxable income (as defined in the Income Tax Assessment Act 1936 or 1997)
of a party.  






	 	
Tenements
means the mining tenements referred to in Schedule 1 and includes any renewals and
extensions of those tenements and any tenements applied for or granted by way of
conversion or substitution over a greater or lesser area from time to time.  






	 	
Transaction
Document means a document described as such in the Details.  






	 	
Zinifex
means Zinifex Australia Limited. 






	 	
Zinifex
Security means the fixed and floating charge granted to Zinifex (formerly Pasminco
Australia Limited) and Pasminco Broken Hill Mine Pty Limited (Administrator Appointed)
dated 31 May 2002.  






	 	
Zinifex
Concentrate Sales Agreement means the agreement entitled “Concentrate Sales
Agreement (Port Pirie)” dated 8 March 2002 made between PBH, Perilya Limited,
Pasminco Port Pirie Smelter Pty Ltd (Administrators appointed), Pasminco Limited
(Administrators appointed), and John Menzies Spark and Peter Damien McCluskey as novated
to Zinifex Limited under the terms of the Pasminco Restructure Contract Novation Deed
dated 7 January 2005.  






	 	1.2	References
to certain general terms 






	 	
Unless
the contrary intention appears, a reference in this agreement to:  






	 	(a)	(variations
or replacement) a document (including this agreement)                includes any
variation or replacement of it;  






	 	(b)	(clauses,
annexures and schedules) a clause, annexure or schedule is a                reference
to a clause in or annexure or schedule to this agreement;  






	 	(c)	(reference
to statutes) except in the definitions of Related Entity and
               Subsidiary a statute, ordinance, code or other law includes regulations
and                other instruments under it and consolidations, amendments,
re-enactments or                replacements of any of them;  






	 	(d)	(law) law
means common law, principles of equity, and laws made by                parliament (and
laws made by parliament include State, Territory and                Commonwealth laws and
regulations and other instruments under them, and                consolidations,
amendments, re-enactments or replacements of any of them);  







10 









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






	 	(f) 	(person)
the word “person” includes an individual, a firm, a                body
corporate, a partnership, a joint venture, an unincorporated body or
               association, or any Government Agency;  






	 	(g) 	(executors,
administrators, successors) a particular person includes a                reference
to the person’s executors, administrators, successors,                substitutes
(including persons taking by novation) and assigns;  






	 	(h) 	(two
or more persons) an agreement, representation or warranty in favour                of
two or more persons is for the benefit of them jointly and each of them
               individually;  






	 	(i) 	(jointly
and severally) an agreement, representation or warranty by two                or more
persons binds them jointly and each of them individually;  






	 	(j) 	(reference
to a group of persons) a group of persons or things is a                reference to
any two or more of them jointly and to each of them individually;  






	 	(k) 	(dollars)
Australian dollars, dollars, A$ or $ is a reference to the                lawful
currency of Australia, US$ is a reference to the lawful currency of the
               United States of America;  






	 	(l) 	(calculation
of time) if a period of time dates from a given day or the                day of an
act or event, it is to be calculated exclusive of that day;  






	 	(m) 	(reference
to a day) a day is to be interpreted as the period of time                commencing
at midnight and ending 24 hours later;  






	 	(n) 	(accounting
terms) an accounting term is a reference to that term as it                is used in
accounting standards under the Corporations Act, or, if not                inconsistent
with those standards, in accounting principles and practices                generally
accepted in Australia;  






	 	(o) 	(reserves
or resources) a reference to ore reserves or to mineral                resources is a
reference to proved and probable ore reserves or mineral                resources as
construed, reported and calculated in accordance with the                Australasian
Code for Reporting of Exploration Results, Mineral Resources and                Ore
Reserves dated 17 December 2004 (and any revisions) as published by the
               Joint Ore Reserves Committee of the Australian Institute of Geoscientists,
The                Australasian Institute of Mining and Metallurgy and the Minerals
Council of                Australia as incorporated in clause 5.6 and Appendix 5A of the
Listing Rules of                the Australian Stock Exchange;  







11 









	 	(p) 	(meaning
not limited) the words “include”,                “including”,
“for example” or “such as” when                introducing an
example, does not limit the meaning of the words to which the                example
relates to that example or examples of a similar kind;  






	 	(q) 	(time
of day) time is a reference to Sydney time.  






	 	1.3 	Delivery  






	 	
PBH
will be taken to have delivered Silver Product to CDEA under this agreement if PBH
delivers that Silver Product to a Counterparty and the net proceeds of that Silver
Product are paid or payable to CDEA.  






	 	1.4 	Next
Business Day  






	 	
If
an event under this agreement must occur on a stipulated day which is not a Business Day
then the stipulated day will be taken to be the next Business Day.  






	 	1.5	Headings 






	 	
Headings
(including those in brackets at the beginning of paragraphs) are for convenience only and
do not affect the interpretation of this agreement.  






     




	 	2 	Conditions
Precedent  







	 	2.1 	Conditions
Precedent  






	 	
This
agreement (except this clause 2 (“Conditions Precedent”), clause 16 (“Confidentiality”)
and clause 30.15 (“PBH Costs”)), is of no force and effect until:  






	 	(a) 	PBH
receives all necessary consents and approvals from the current holders of
               securities over its assets;  






	 	(b) 	PBH
receives a certified copy of a resolution of the board of directors of CDEA
               approving the entry into the Transaction Documents to which CDEA is a
party;  






	 	(c) 	PBH
receives a certified copy of a resolution of the board of directors of Coeur
               approving the entry into the Transaction Documents to which Coeur is a
party;  






	 	(d) 	CDEA
receives a certified copy of a resolution of the board of directors of PBH
               approving entry into the Transaction Documents to which PBH is a party;  






	 	(e) 	PBH
receives an opinion of US legal counsel acceptable to PBH in relation to
               Coeur’s obligations under clause 3.2;  






	 	(f) 	CDEA
and PBH agree to the terms of the CDEA Security; and  






	 	(g) 	the
Priority Deed is executed by all necessary parties.  










12 









	 	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 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  






	 	
The
Conditions Precedent are included for the benefit of the parties and the Conditions
Precedent must be satisfied by the date of this agreement or such later date as may be
agreed by the parties in writing. Subject to clause 2.4 (“Termination for
non-satisfaction of Conditions Precedent”), if the Conditions Precedent are not
satisfied by the date of this agreement or such later date as may be agreed by the
parties in writing, this agreement and all of the rights and obligations of the parties
under it may be terminated at any time before the Settlement Date by any party giving
notice to the other parties.  






	 	2.4 	Termination
for non satisfaction of Conditions Precedent  






	 	
If
this agreement is terminated under clause 2.3, each party is released from its
obligations under this agreement other than in relation to clause 15 (“Confidentiality”)
and clause 30.15 (“PBH Costs”).  






     




	 	3 	Sale
and Purchase  







	 	3.1 	Consideration  






	 	
In
consideration of PBH agreeing to sell to CDEA the Silver Product on the terms and
conditions of this agreement, CDEA agrees to pay to PBH the Purchase Price on the
Settlement Date.  






	 	3.2 	Undertaking
by Coeur with respect to Purchase Price  






	 	
Coeur
undertakes to: 






	 	(a) 	provide
CDEA with any such funds as are necessary to ensure that CDEA is able to
               pay the Purchase Price and any amount payable on account of GST under this
               agreement on the Settlement Date; and  






	 	(b) 	pay
the Purchase Price and any amount payable on account of GST under this
               agreement on the Settlement Date if CDEA does not pay the Purchase Price
on the                Settlement Date.  






	 	
Coeur’s
liability under this clause 3.2 is not affected by any act or omission of PBH. For
example, those liabilities are not affected by PBH releasing CDEA or giving CDEA a
concession (such as more time to pay).  






	 	3.3 	Sale
of Silver Product  






	 	
Subject
to the terms and conditions of this agreement, PBH agrees to sell as beneficial owner,
free from any Encumbrances and CDEA agrees to purchase all of the Silver Product which:  







13 









	 	(a) 	is
contained in Ore or Concentrate that has been mined from the Broken Hill Mine
               and which at the time the Purchase Price is received by PBH, has not been
sold                by PBH; or  






	 	(b) 	is
contained in Ore which is:  






	 	(i) 	derived
from the Broken Hill Mine and which is severed from the land; or  






	 	(ii) 	designated
by a Designation Notice,  






	 	
after
the time the Purchase Price is received by PBH until the Completion Time. 






	 	3.4 	Interest
sold  






	 	
The
interest in the Silver Product which is sold under clause 3.3 (“Sale of Silver
Product”) is a 100% undivided interest unless:  






	 	(a) 	the
Ore is Designated Ore; and  






	 	(b) 	the
Designation Notice for that Designated Ore states that the undivided
               interest of PBH in the Designated Ore is less than 100%,  






	 	
in
which case the interest in the Silver Product being sold and purchased will be the
undivided interest of PBH in that Silver Product specified in the applicable Designation
Notice.  






	 	3.5 	Passing
of title  






	 	
Subject
to clause 3.6 (“Title to pass when capable of being passed”) title in the
Silver Product agreed to be sold and purchased under clause 3.3 (“Sale of Silver
Product”) will pass to CDEA:  






	 	(a) 	in
the case of Silver Product in which title is held by PBH at the time the
          Purchase Price is received by PBH — at that time; and  






	 	(b) 	in
the case of any other Silver Product which is contained in Ore which is:  






	 	(i) 	derived
from the Broken Hill Mine and which is severed from the land after the           time the
Purchase Price is received by PBH — at the time PBH acquires title           to the
Silver Product (which will occur at the time the Ore containing the           Silver
Product is severed from the land from which the Ore is mined in           accordance with
Section 11 of the Mining Act); and  






	 	(ii) 	designated
by a Designation Notice after the time the Purchase Price is received           by PBH
— either at the time the Designation Notice is received by CDEA or           such
other time specified by PBH in the Designation Notice.  







14 










	 	3.6 	Title
to pass when capable of being passed  






	 	
If
title in the Silver Product cannot pass to CDEA at the time referred to in clause 3.5 (“Passing
of title”), title in the Silver Product will pass to CDEA immediately when it is
capable of being passed and prior to such title passing, PBH will not do anything which
may adversely affect the ability of PBH to pass title in the Silver Product to CDEA.
However, nothing in this clause prevents PBH from enjoying any right or exercising any
discretion contemplated by this agreement.  






	 	3.7 	Economic
benefits to pass  






	 	
Unless
and until legal title in any Silver Product passes to CDEA as contemplated by clause 3.5
or 3.6, CDEA shall at all times immediately after the Silver Product becomes the property
of PBH, be entitled exclusively to all the economic benefits in relation to such Silver
Product as if title had passed to CDEA and PBH will do all things necessary so that CDEA
enjoys such benefits, subject to PBH’s rights under this agreement, including its
right to reconveyance at the Completion Time.  






	 	3.8 	Risk  






	 	
Risk
in the Silver Product will pass to CDEA at the time that PBH delivers the Concentrate
containing it under a Concentrate Sale Agreement.  






     




	 	4 	Designated
Ore  








	 	(a) 	PBH
may, by notice in writing to CDEA, designate ore which:  






	 	(i) 	has
been mined from tenements other than the Tenements; and  






	 	(ii) 	is
identifiable,  






	 	
as
Designated Ore for the purpose of this agreement (“Designated Ore”). 






	 	(b) 	Designated
Ore may include ore in respect of which PBH has less that a 100%                undivided
interest and consequently in which a third person (“Third                Party”)
has the balance of the undivided interest.  






	 	(c) 	Each
of PBH and CDEA agree that if a Third Party has an undivided interest in
               the Designated Ore, CDEA and PBH will co-operate to enable that Designated
Ore                to become subject to this agreement.  







     



	 	5 	Settlement  








	 	5.1 	CDEA’s
obligations at Settlement  






	 	
At
Settlement, CDEA must pay the Purchase Price to PBH.  








15 










	 	5.2 	PBH’s
obligations at Settlement  






	 	
At
Settlement, PBH must provide to CDEA the CDEA Security fully executed.  






	 	5.3 	Place  






	 	
Settlement
will take place on the Settlement Date at the offices of Minter Ellison, Level 19, Aurora
Place, 88 Phillip Street, Sydney, unless otherwise agreed between the parties.  






     




	 	6 	Agreements
concerning business  








	 	6.1 	Business
Covenants  






	 	
PBH
undertakes to CDEA to use reasonable endeavours to:  






	 	(a) 	operate
the Broken Hill Mine (including the processing and concentrating of Ore)
               according to applicable laws (in so far as they are material) and accepted
               mining practice;  






	 	(b) 	deliver
the Concentrate (to the extent the Concentrate is available) in                accordance
with the Zinifex Concentrate Sales Agreement or any other Concentrate
               Sales Agreement (including any Concentrate Sales Agreement with Korea Zinc
               Company Limited entered into in accordance with the Korea Zinc Rights of
Refusal                Agreement).  






	 	6.2 	Undertakings
by CDEA  






	 	
CDEA
agrees with PBH that:  






	 	(a) 	PBH
may either itself or by a contractor concentrate the Ore, stockpile and
               store, transport and sell Concentrate (including Silver Product) in
accordance                with the terms of this agreement;  






	 	(b) 	it
will not partition or seek the partition or sale in lieu of partition of the
               Ore;  






	 	(c) 	except
with the prior written consent of PBH, CDEA will not create or allow to
               exist any Encumbrance over the Silver Product;  






	 	(d) 	subject
to clause 6.3 (“Broken Hill Mine Operations”) and clause                7 (“Permitted
Sales of Silver Product”) except with the prior written                consent of
PBH, CDEA will not:  






	 	(i) 	sell
or dispose of the Silver Product;  






	 	(ii) 	part
with possession of the Silver Product;  






	 	(iii) 	waive
any of CDEA’s rights or release any person from its obligations in
               connection with the Silver Product;  






	 	(iv) 	deal
in any other way with the Silver Product or any interest in it or allow any
               interest in it to arise or be varied unless PBH has certified to it that
the                Silver Product is not required to meet a sale obligation under the
Zinifex                Concentrate Sales Agreement or some other sale obligation incurred
by PBH on                behalf of CDEA;  








16 









	 	(e) 	PBH
has no duties or obligations to CDEA, whether as bailee or in tort or
               otherwise, except for those contractual obligations expressly conferred on
it by                this agreement.  






	 	6.3 	Broken
Hill Mine operations  






	 	
CDEA
acknowledges to and agrees with PBH that PBH:  






	 	(a) 	has
complete discretion concerning the nature, timing and extent of all
               exploration, development, mining, stockpiling, processing and other
operations                conducted on or in relation to the Tenements and may suspend
and terminate                operations on and production from the Tenements at any time
it considers prudent                or appropriate to do so;  






	 	(b) 	without
limiting clause 6.3(a), has no obligation to operate the Broken Hill                Mine
if it would be uneconomic to do so;  






	 	(c) 	subject
to clause 6.1 (“Business Covenants”) owes CDEA no duty to
               explore, develop or mine the Tenements or to do so at any rate or any
manner                other than that which PBH may determine in its sole and unfettered
discretion;  






	 	(d) 	subject
to 6.4 (“Concentrate Sales Agreement”) may, in its absolute
               discretion, from time to time negotiate extensions or variations or both
to the                Zinifex Concentrate Sales Agreement and negotiate and enter into
new Concentrate                Sales Agreements with any Counterparty, including Zinifex
Port Pirie Pty Ltd;  






	 	(e) 	may
in its discretion, sell or dispose of Concentrate (including Silver Product
               contained in that Concentrate) subject to it accounting to CDEA for the
Silver                Proceeds in accordance with clause 7.4 (“Sale proceeds”);  






	 	(f) 	is
not obliged to incur any expenditure or undertake any action if to do so
               would not generate an economic return acceptable to PBH;  






	 	(g) 	is
not responsible for mineral values lost in the course of mining (including
               during processing, concentrating and smelting);  






	 	(h) 	will
have actual possession and control of the Ore and the Concentrate;  






	 	(i) 	is
not required to accept, nor is CDEA entitled to give, directions to PBH
               concerning the operation and management of the Business, even if that
operation                or management relates to Ore or Concentrate containing Silver
Product or to                Silver Product; and  






	 	(j) 	may
deliver other concentrate (for example, zinc concentrate) to a Counterparty,
               in which silver is present in uneconomic quantities and in relation to
which                payment in respect of the silver is not received from the
Counterparty,  







17 









	 	
and
that in operating and managing the Business (including where that operation or management
relates to Ore or Concentrate containing Silver Product or to Silver Product) or in
making any other decision it may, except as expressly provided in this agreement, act in
its own best interests.  






	 	6.4 	Concentrate
Sales Agreements  






	 	
PBH
warrants that each Concentrate Sales Agreement and any variation of it negotiated by PBH
will be on Prevailing International Terms at the time of its negotiation. Notwithstanding
that, PBH will consult with CDEA in relation to each Concentrate Sales Agreement and each
material variation of it to be negotiated by PBH. The obligation to consult under this
clause 6.4 does not require PBH to obtain the consent or approval of CDEA to the terms of
any Concentrate Sales Agreement or any variation and any obligation to consult is
conditional upon CDEA responding promptly to any requested consultation.  






	 	
It
is acknowledged by the parties that the terms and conditions of the Zinifex Concentrate
Sales Agreement, the proposed replacement Zinifex Concentrate Sales Agreement (a copy of
which has been provided to CDEA) and the terms and conditions of any other Concentrate
Sales Agreement which are not less favourable than the terms and conditions of the
Zinifex Concentrate Sales Agreement and the proposed replacement Zinifex Concentrate
Sales Agreement are deemed to be on Prevailing International Terms.  






	 	6.5 	Acknowledgments  






	 	
Each
of Coeur and CDEA make each of the acknowledgments and agreements set out in schedule 2.
PBH agrees, however, that nothing in the acknowledgements and agreements in schedule 2
either releases or excuses PBH from liability for acting fraudulently, either through the
provision of information or the suppression of information.  







     



	 	7 	Permitted
Sales of Silver Product  







	 	7.1 	Authority
and direction to PBH  






	 	
CDEA
acknowledges and agrees with PBH that PBH is entitled to and subject to clause 6.4 (“Concentrate
Sales Agreements”) will be selling the Concentrate to Counterparties and in order to
facilitate that sale process CDEA hereby:  






	 	(a) 	irrevocably
authorises and directs PBH to sell the Silver Product on its behalf                free
from any Encumbrances to Zinifex Port Pirie Pty Ltd in accordance with the
               terms of the Zinifex Concentrate Sales Agreement or the proposed
replacement of                the Zinifex Concentrate Sales Agreement; and  







18 









	 	(b) 	irrevocably
authorises PBH to sell the Silver Product on its behalf to any                person with
whom PBH has entered into a Concentrate Sales Agreement.  






	 	
CDEA
agrees to ratify and confirm any action of PBH under this clause 7.1.  






	 	7.2 	Powers
of PBH  






	 	
CDEA
agrees with PBH that PBH is authorised in relation to the sale of Silver Product, to do
all things necessary to pass title to the Silver Product to any Counterparty who acquires
Ore or Concentrate containing Silver Product under a Concentrate Sales Agreement.  






	 	7.3 	Sale
proceeds  






	 	(a) 	PBH
agrees to pay CDEA the Silver Proceeds. Promptly, following receipt by PBH,
               PBH agrees to pay the Silver Proceeds into a separate account (or
accounts) with                a bank agreed between CDEA and PBH (“CDEA Account”)
to be held                on trust for CDEA in accordance with the procedures set out in
clause 7.4                (“Accounting for sale proceeds”).  






	 	(b) 	PBH
will deduct the Operating Cost Contribution from the Silver Proceeds
               immediately before the Silver Proceeds are deposited in the CDEA Account
and at                the time of the deposit will provide a written statement containing
the written                calculation of the amount to which it is entitled, including
the calculation of                the Operating Cost Contribution. Notwithstanding that
PBH holds the Silver                Proceeds on trust, PBH is irrevocably and
unconditionally authorised to set off                any Operating Cost Contribution and
any other amount which is due and payable                under this agreement which has
accrued against the Silver Proceeds.  






	 	7.4 	Accounting
for sale proceeds  






	 	(a) 	CDEA
and PBH will in good faith establish an accounting system to deal with           payments
from Counterparties in respect of the Silver Product and the           distribution of
those proceeds. This system may be modified from time to time by           agreement
between PBH and CDEA.  






	 	(b) 	As
part of the proposed accounting system:  






	 	(i) 	subject
to clause 7.3 (“Sale proceeds”), PBH will hold in trust on           behalf of
CDEA that part of any proceeds received by it which are attributable           to the
Silver Product and will ensure that the trust proceeds are paid to the           CDEA
Account;  






	 	(ii) 	any
interest which accrues on the CDEA Account will, subject to the terms of           this
agreement, be held on trust for CDEA by PBH; and  






	 	(iii) 	CDEA
will be responsible for the payment of any fees and charges (including           taxes)
payable in relation to the CDEA Account and any transactions in respect           of the
proceeds of the CDEA Account.  







19 








     




	 	8 	Operating
Cost Contribution  







	 	8.1 	Payment
of Operating Cost Contribution  






	 	
CDEA
will pay to PBH an operating cost contribution for each Ounce of Payable Silver.  






	 	8.2 	Calculation
of Operating Cost Contribution  






	 	
The
Operating Cost Contribution in respect of an amount of Payable Silver derived from a
batch of Concentrate is the Base Amount, as adjusted by clause 8.3 (“Review based on
Consumer Price Index variations”) multiplied by the number of Ounces of Payable
Silver in the applicable batch of Concentrate.  






	 	
[PROVISION
OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] 






     



	 	11 	Force
majeure  








	 	11.1 	Effects
of Force Majeure event  






	 	
Despite
any other provision of this agreement, if a party is unable to perform or is delayed in
performingan obligation under this agreement(other than an obligation to
pay money)which is caused byor which arises or results fromaForce
Majeure Event and notice has been given in accordance with clause 11.2 (“Notice of
Force Majeure”):  






	 	(a) 	that
obligation is suspended but only so far and for so long as it is affected
               by the Force Majeure Event; and  






	 	(b) 	the
affected party will not be responsible for any loss or expense suffered or
               incurred by any other party as a result of, and to the extent that, the
affected                party is unable to performor is delayed in performing its
obligations                because of the Force Majeure Event.  






	 	11.2 	Notice
of Force Majeure Event  






	 	
A
party affected by a Force Majeure Event must give the other parties a written notice
which:  






	 	(a) 	sets
out details of the Force Majeure Event;  






	 	(b) 	identifies
the nature and extent of the obligations affected by the Force                Majeure
Event;  






	 	(c) 	advises
the period of time during which the affected party estimates that it                will
not be able to perform or will be delayed in performing its obligations;
               and  







20 









	 	(d) 	provides
details of the action that it has taken or proposes to take to remedy                the
situation (if any).  






	 	11.3 	Obligations
of affected party  






	 	
A
party affected by a Force Majeure Event must:  






	 	(a) 	take
all reasonable steps to avoid, remove or limit the effects of the Force
               Majeure Event on its performance of the suspended obligations as quickly
as                possible; and  






	 	(b) 	promptly
re-commence performing the suspended obligations as soon as reasonably
               possible.  






	 	
Clause
11.3(a) does not require the affected party to settle any strike or other labour
difficulty on terms contrary to its wishes.  






     




	 	12 	Rights
to information and access  








	 	12.1 	Rights
to information  






	 	
PBH
agrees with CDEA that it will provide the following to CDEA relating to the Broken Hill
Mine, promptly and in the same form as provided by PBH to Perilya including:  






	 	(a) 	monthly
operating reports;  






	 	(b) 	smelter
returns;  






	 	(c) 	concentrate
sales contracts and settlement sheets;  






	 	(d) 	annual
production forecasts and financial budgets (broken down into monthly           periods);  






	 	(e) 	mine
plans;  






	 	(f) 	reserve
and resource reports; and  






	 	(g) 	third
party audits or reviews which relate to the resources or reserves at the           Broken
Hill Mine,  






	 	
and
other specified information reasonably requested by CDEA.  






	 	
The
above information will be provided on the basis that PBH provides no representations or
warranties as to the accuracy of that information and is not responsible for any loss,
Cost or damage suffered by CDEA as a result of relying on that information.  






	 	12.2 	Rights
of access  






	 	
CDEA
may enter the Broken Hill Mine to:  






	 	(a) 	inspect
the Primary Secured Property; and  







21 









	 	(b) 	find
out whether PBH is complying with this agreement or the Primary Security;           and  






	 	(c) 	carry
out CDEA’s rights under this agreement or the Primary Security.  






	 	
CDEA
agrees to give PBH reasonable notice before entering the Broken Hill Mine under this
clause.  






     




	 	13 	Representations
and warranties  








	 	13.1 	General
representations and warranties  






	 	
Each
party represents and warrants that:  






	 	(a) 	(incorporation
and existence) it has been incorporated as a company limited by shares in
accordance with the laws of its place of                incorporation set out in the
Details, is validly existing under those laws and                has power and authority
to carry on its business as it is now being conducted;                and  






	 	(b) 	(power) it
has power to enter into the Transaction Documents to which it                is a party
and comply with its obligations under them; and  






	 	(c) 	(no
contravention or exceeding power) the Transaction Documents and the
               transactions under them which involve it do not contravene its constituent
               documents (if any) or any law or obligation by which it is bound or to
which any                of its assets are subject or cause a limitation on its powers or
the powers of                its directors to be exceeded; and  






	 	(d) 	(authorisations) it
has in full force and effect the authorisations                necessary for it to enter
into the Transaction Documents to which it is a party,                to comply with its
obligations and exercise its rights under them and to allow                them to be
enforced; and  






	 	(e) 	(validity
of obligations) its obligations under the Transaction Documents                are
valid and binding and are enforceable against it in accordance with their
               terms; and  






	 	(f) 	(benefit) it
benefits by entering into the Transaction Documents to which                it is a
party.  






	 	13.2 	Representations
and warranties by PBH  






	 	
PBH
represents and warrants to CDEA that at the date of this agreement:  






	 	(a) 	subject
to clauses 3.6 (“Title to pass when capable of being passed”)
               and clause 3.7 (“Economic benefit to pass”), it will be the
legal and                beneficial owner of the undivided interest in the Silver Product
which, in                accordance with clause 3.4 (“Interest sold”) it sells
under this                agreement and will have good title to that undivided interest
in the Silver                Product before title in the Silver Product (or the economic
interest in that                Silver Product) passes from it to CDEA under this
agreement;  







22 









	 	(b) 	subject
to clauses 3.6 (“Title to pass when capable of being passed”)
               and clause 3.7 (“Economic benefit to pass”), the Silver Product
will                be free from Encumbrances, other than Permitted Encumbrances, before
title to                the Silver Product (or the economic interest in the Silver
Product) passes from                it to CDEA under this agreement;  






	 	(c) 	it
is the beneficial owner of and has good title to the Primary Secured Property
               free from any Encumbrances, other than Permitted Encumbrances;  






	 	(d) 	it
is the registered holder of the mining leases comprising the Broken Hill Mine
               and that they are in good standing, and that to the best of its knowledge
and                belief, all necessary material permits and authorisations required to
operate                the Broken Hill Mine, are current, valid and not in breach;  






	 	(e) 	it
is not involved in any proceeding, arbitration, mediation, prosecution, award
               enforcement or other dispute resolution proceedings (existing, pending or
               threatened) concerning the Broken Hill Mine which would have a material
adverse                effect on the operations of the Broken Hill Mine that has not
already been                disclosed to CDEA or Coeur; and  






	 	(f) 	nothing
in this agreement does or will conflict with, or result in a breach or
               default by it under its constitution, a licence, permit, contract, deed or
court                order, which would have a material adverse effect on the operations
of the                Broken Hill Mine.  






     




	 	14 	Security
undertakings  








	 	14.1 	Restricted
dealings with any of the Primary Secured Property  






	 	
Without
the consent of CDEA (which consent may not be unreasonably withheld or delayed), PBH may
not, and may not agree, attempt or take any step to, do any of the following:  






	 	(a) 	create
or allow to exist another Encumbrance in connection with the Primary
               Secured Property, other than any Permitted Encumbrance; or  






	 	(b) 	deal
in any way with the Primary Security or any interest in it, or allow any
               interest in it to arise or be varied.  






	 	
For
the avoidance of doubt, this clause does not apply to a lease, hire purchase or analogous
arrangement.  






	 	14.2 	Restricted
dealings with Primary Secured Property over which Primary Security is fixed  






	 	
Without
the consent of CDEA (which consent may not be unreasonably withheld or delayed), PBH may
not and may not agree, attempt or take any step to, do any of the following in respect of
the Primary Secured Property over which the Primary Security is fixed:  







23 









	 	(a) 	sell
or dispose ofthe Primary Secured Property;  






	 	(b) 	lease
or license the Primary Secured Property, or deal with any existing lease
               or licence (including allowing a surrender or variation);  






	 	(c) 	part
with possession of the Primary Secured Property;  






	 	(d) 	change
the nature of the Primary Secured Property;  






	 	(e) 	waive
any of the rights of PBH or release any person from its obligations in
               connection with the Primary Secured Property;  






	 	(f) 	deal
in any other way with the Primary Secured Property or any interest in it,
               or allow any interest in it to arise or be varied,  






	 	
other
than by way of a Permitted Dealing.  






	 	14.3 	Restricted
dealings with Primary Secured Property over which the Primary Security is floating 






	 	
Without
the consent of CDEA, PBH may not and may not agree, attempt or take any step to, do
anything in clause 14.2 (“Restricted dealings with Primary Secured Property over
which the Primary Security is fixed”) in respect of Primary Secured Property over
which the Primary Security is floating except where the thing done is done in the
ordinary course of PBH’s business or is a Permitted Dealing.  






	 	14.4 	Payments
relating to the Primary Secured Property  






	 	
PBH
agrees to pay all amounts for which it is liable as owner of the Primary Secured
Property, including rates and Taxes.  






	 	14.5 	PBH’s
business  






	 	
It
is acknowledged and agreed by CDEA that:  






	 	(a) 	until
CDEA takes enforcement action under the CDEA Security, the CDEA Security
               is not intended to affect the ability of PBH to carry on its business;  






	 	(b) 	if
any act or omission by PBH or another person or circumstance relating to PBH
               or its Assets or Business were not to be permitted under this agreement,
the                CDEA Security or both, whether because the act or omission or
circumstance is                not, or does not arise in the ordinary course of the
business of PBH or for any                other reason, CDEA will, for the purposes of
this agreement and the CDEA                Security, not unreasonably withhold or delay
its consent to or waiver of default                in connection with the occurrence of
that act or omission or circumstance; and  







24 









	 	(c) 	any
act or omission by PBH or another person or circumstance which is
               contemplated by clause 6 (“Agreements concerning business”) will
be                treated as arising in the ordinary course of the business of PBH.  






     




	 	15 	Confidentiality  








	 	15.1 	Disclosure
of Confidential Information  






	 	
No
Confidential Information may be disclosed by either party to any person except:  






	 	(a) 	Representatives
of the recipient or its Related Entities requiring the           information for the
purposes of this agreement; or  






	 	(b) 	with
the consent of the party who supplied the information; or  






	 	(c) 	if
a party is required to do so by law or by a stock exchange; or  






	 	(d) 	if
a party is required to do so in connection with legal proceedings relating to
          this agreement.  






	 	15.2 	Disclosure
by recipient of Confidential Information  






	 	
Any
party disclosing information under clause 15.1(a) or (b) (“Disclosure of
Confidential Information”) must use all reasonable endeavours to ensure that persons
receiving Confidential Information from it do not disclose the information except in the
circumstances permitted in clause 15.1 (“Disclosure of Confidential Information”).  






	 	15.3	Use
of Confidential Information  






	 	
A
party who has received Confidential Information from another under this agreement must
not use it except for the purpose of exercising its rights or performing its obligations
under this agreement.  






	 	15.4 	Excluded
Information  






	 	
Clauses
15.1 (“Disclosure of Confidential Information”), 15.2 (“Disclosure by
recipient of Confidential Information”) and 15.3 (“Use of Confidential
Information”) do not apply to the Excluded Information.  






	 	15.5 	Return
of Confidential Information  






	 	
A
party who has received Confidential Information from another under this agreement must,
on the request of the other party, immediately deliver to that party all documents or
other materials containing or referring to that information which are in its possession,
power or control or in the possession, power or control of persons who have received
Confidential Information from it under clause 15.1(a) or (b) (“Disclosure of
Confidential Information”).  







25 









	 	15.6 	Announcements
or releases  






	 	
A
party may not make press or other announcements or releases relating to this agreement
and the transactions the subject of this agreement without the approval of the other
party as to the form and manner of the announcement or release unless and to the extent
that the announcement or release is required to be made by the party by law or by a stock
exchange.  






	 	15.7 	No
disclosure of terms of this agreement  






	 	
Except
as otherwise agreed or duly required by law or any regulatory authority, no party will
disclose the terms of this agreement to any person other than its employees, accountants,
auditors, financial advisers or legal advisers on a confidential basis.  






	 	15.8 	Termination  






	 	
This
clause 15 (“Confidentiality”) will survive termination (for whatever reason) of
this agreement.  







     



	 	16 	Future
silver sales  







	 	
PBH
agrees that, if it proposes to enter into a similar arrangement to the arrangement
contemplated by this agreement with any person it will, during the term of this
agreement, consult with CDEA in good faith and, if possible (in PBH’s absolute
discretion) provide CDEA with an opportunity to participate in any such arrangement.  







     



	 	17 	Goods
and services tax (GST)  







	 	17.1 	Consideration
does not include GST  






	 	
The
consideration for a supply under this agreement (other than under this clause 17) is
exclusive of any GST imposed on the supply.  






	 	17.2 	Recovery
of GST  






	 	
If
a supply under this agreement is subject to GST, the recipient of the supply must pay, in
addition to the other consideration payable or to be provided for the supply, an
additional amount equal to the GST payable on that supply.  






	 	17.3 	Time
of payment  






	 	
The
additional amount is payable at the same time as the other consideration for the supply
is payable or is to be provided or upon demand if the supplier’s GST liability in
respect of the other consideration arises at an earlier time. However, the additional
amount need not be paid until the supplier gives the recipient a Tax Invoice in relation
to the supply.  






	 	17.4 	Adjustment
of additional amount  






	 	
If
there is a change to the GST payable on any supply due to an adjustment event:  







26 









	 	(a) 	the
supplier must promptly issue an adjustment note to the recipient; and  






	 	(b) 	an
amount equal to the difference must be paid by the supplier to the recipient,
               or by the recipient to the supplier, as appropriate.  






	 	17.5 	Reimbursement  






	 	
If
a party is entitled to payment of any costs or expenses by way of reimbursement or
indemnity, the payment must exclude any part of that cost or expense which is
attributable to GST for which the party or the representative member of any GST group of
which that party is a member is entitled to an input tax credit.  






	 	17.6 	GST
excluded from calculations  






	 	(a) 	If
a payment to be made under the agreement is calculated by reference to
               another payment, amount, or value, that payment will be calculated by
reference                to that payment, amount or value excluding any GST component
unless expressly                stated to the contrary.  






	 	(b) 	All
references to amounts, values or revenues in formulas will be treated as a
               reference to GST exclusive amounts, values and revenues.  






	 	17.7 	Definitions  






	 	
Words
or expressions used in this clause which are defined in the GST Act have the same meaning
in this clause.  







     



	 	18 	Expiration
of agreement and reconveyance  








	 	18.1 	Maximum
amount  






	 	
CDEA
and PBH agree that, despite any other provision of this agreement, at the Completion
Time, the obligations of PBH to sell the Silver Product and the obligations of CDEA to
purchase the Silver Product terminate.  






	 	
For
the avoidance of doubt, the parties agree that CDEA is not entitled to the proceeds of an
amount of Payable Silver in excess of 17.2 million Ounces.  






	 	18.2 	Reconveyance
of Silver Product  






	 	
CDEA
agrees that:  






	 	(a) 	following
the occurrence of the Completion Time, CDEA will immediately reconvey                to
PBH without any further consideration, all Silver Product to which title has
               passed to CDEA, other than the 17.2 million Ounces of Payable Silver in
respect                of which PBH receives, or is entitled to receive, as agent for
CDEA, payment                from a Counterparty; and  







27 









	 	(b) 	upon
the termination of this agreement for any other reason, CDEA will
               immediately reconvey to PBH, without any further consideration, except
               consideration (if any) as provided by clause 19.3 (“Payment on
               termination”) all Silver Product to which title has passed to CDEA
other                than the 17.2 million Ounces of Payable Silver in respect of which
PBH receives,                or is entitled to receive, as agent for CDEA, payment from a
Counterparty.  






	 	18.3 	Survival
on termination  






	 	
The
parties agree that clause 18.2 (“Reconveyance of Silver Product”) will survive
termination (for whatever reason) of this agreement.  







     



	 	19 	Default  








	 	19.1 	Right
to terminate on default  






	 	
Either party
has the right to terminate this agreement by notice in writing to the other party if:  






	 	(a) 	the
other party becomes Insolvent;  






	 	(b) 	the
other party fails to make a payment due under this agreement, within 10
          Business Days after receipt of written notice; or  






	 	(c) 	the
other party commits any other material breach of this agreement; and  






	 	(i) 	the
breach is not capable of being cured; or  






	 	(ii) 	the
breach is capable of being cured and the defaulting party fails to cure the
          breach within 6 months of being notified in writing of the breach by the party
          giving the notice.  






	 	19.2 	Notice  






	 	
A
notice given under clause 19.1 (“Right to terminate on default”) must specify
the event or events in relation to which the notice is given.  






	 	19.3 	Payment
on termination  






	 	
If
this agreement is terminated under this clause or otherwise, PBH will, within 3 months
from the date of termination, pay to CDEA the Refund Amount calculated in accordance with
clause 10.3 (“Calculation of Refund Amount”). Any obligation to pay the Refund
Amount is conditional upon CDEA having complied with its obligations to reconvey Silver
Product under clause 18.2 (“Reconveyance of Silver Product”) or being ready,
willing and able to do so.  






	 	
CDEA
acknowledges and agrees that it is not entitled to any compensation or damages in excess
of:  






	 	(a) 	the
Refund Amount; and  







28 









	 	(b) 	costs
and expenses incurred by CDEA (if any) in enforcing its right under this
               agreement consequent upon any breach leading to termination,  






	 	
in
respect of PBH not delivering Silver Product under this agreement and that payment of the
Refund Amount and the above costs and expenses, will constitute full and final settlement
of any right to compensation or damages by CDEA in connection with the termination of
this agreement, whether in an action in contract, tort (including negligence), in equity,
product liability, under statute, under an indemnity or any other basis.  






	 	19.4 	No
liability for Consequential Loss  






	 	
Notwithstanding
any other provision of this agreement, no party will be liable to the other for any
Consequential Loss howsoever arising and whether in an action in contract, tort
(including, without limitation, negligence), in equity, product liability, under statute,
under an indemnity or any other basis.  







     



	 	20 	Dispute
Resolution  








	 	20.1 	Expert
determination  






	 	
If
CDEA and PBH are unable to resolve a Dispute then CDEA and PBH may, if both parties agree
in writing to do so, submit that Dispute to the binding expert determination process set
out in this clause 20 (“Dispute Resolution”).  






	 	20.2 	Appointment
of Expert  






	 	
The
expert will be a person jointly appointed by CDEA and PBH. If, however, agreement cannot
be reached by CDEA and PBH within 10 days of notification of the Dispute to the other
then the expert will be the person nominated by the President or senior office bearer (at
the relevant time) of the Australasian Institute of Mining and Metallurgy or his or her
nominee.  






	 	20.3 	Qualifications
of independent expert  






	 	
The
independent expert must:  






	 	(a) 	have
reasonable qualifications and commercial and practical experience in the
               area of the dispute;  






	 	(b) 	declare
they have no interest or duty which conflicts or may conflict with their
               functions as an independent expert, except for any interest or duty they
have                fully disclosed (and which has been accepted by both parties) before
their                appointment;  






	 	(c) 	not
be an employee or former employee of either party; and  






	 	(d) 	undertake
to CDEA and PBHto keep confidential all matters coming to the
               independent expert’s knowledge by reason of their appointment, the
               performance of their duties and the exercise of their powers.  







29 









	 	20.4 	Expert
not arbitrator  






	 	
The
independent expert will act as an expert and not as an arbitrator and may adopt such
procedures as they see fit, including as to:  






	 	(a) 	fixing
a time and place for hearing the Dispute or receiving submissions or
               information from CDEA and PBHor any other person; and  






	 	(b) 	the
form of any submissions or information required by the independent expert
               from CDEA and PBHor any other person.  






	 	20.5 	Evidence  






	 	
The
independent expert will not be bound by the rules of evidence.  






	 	20.6 	Powers
of independent expert  






	 	
The
independent expert has power to:  






	 	(a) 	inform
themselves independently as to all matters relevant to the Dispute;  






	 	(b) 	request
and receive submissions (whether oral or written) or other information
               from CDEA and PBH;  






	 	(c) 	consult
with any other person as the independent expert in their absolute
               discretion thinks fit regarding resolving the Dispute if that person gives
CDEA                and PBHan undertaking to keep confidential all matters coming
to that                person’s knowledge by reason of their consultation with the
independent                expert; and  






	 	(d) 	make
the orders and directions they consider to be necessary for the final
               determination of the matters in dispute.  






	 	20.7 	Information
and assistance  






	 	
CDEA
and PBH must within the time frame directed by the independent expert give the
independent expert all of the information (other than privileged material), submissions
and assistance which the independent expert may reasonably require from time to time. The
independent expert may proceed with their determination if a party fails to provide
information, submissions or assistance, and may draw adverse inferences from that
failure.  






	 	20.8 	Time
for making a decision  






	 	
The
independent expert must make a determination or finding on the issues in dispute as soon
as practicable and in any event within 30 Business Days after the date of the independent
expert’s acceptance of their appointment or another longer period as may be agreed
between the parties (including following an application for an extension from the
independent expert).  






	 	20.9 	Decision
final and binding  






	 	
The
independent expert’s decision will be final and binding on the parties.  







30 









	 	20.10 	Dispute
costs  






	 	
Unless
the independent expert otherwise determines, each party will bear its own costs relating
to the independent expert’s decision and the costs of the independent expert will be
borne by the parties equally.  






	 	20.11 	Stay
on court proceedings  






	 	
Unless
a party has complied with this clause regarding any Dispute which the parties agree must
be resolved in accordance with this clause, the party may not commence court proceedings
regarding the Dispute.  






	 	20.12 	Enforcement
of determination  






	 	
A
determination made by an independent expert under this clause may, by leave of a court,
be enforced in the same manner as a judgment or order of the court, and where leave is so
given, judgment may be entered in the terms of the determination.  






     




	 	21 	Interest
on overdue amounts  








	 	21.1 	Obligation
to pay interest  






	 	
If
a party (“Defaulting Party”) does not pay any amount under this
agreement on the due date for payment, the Defaulting Party agrees to pay interest on
that amount at the Default Rate. The interest accrues daily from (and including) the due
date to (but excluding) the date of actual payment and is calculated on actual days
elapsed and a year of 365 days.  






	 	
The
Defaulting Party agrees to pay interest under this clause on demand from the party to
which the payment is owed (“Non-Defaulting Party”).  






	 	21.2 	Compounding  






	 	
Interest
payable under clause 21.1 (“Obligation to pay interest”) which is not paid when
due for payment may be added to the overdue amount by the Non-Defaulting Party at
intervals which the Non-Defaulting Party determines from time to time or, if no
determination is made, every 30 days. Interest is payable on the increased overdue amount
at the Default Rate in the manner set out in clause 21.1 (“Obligation to pay
interest”).  






	 	21.3 	Interest
following judgment  






	 	
If
a liability becomes merged in a judgment, the Defaulting Party agrees to pay interest on
the amount of that liability as an independent obligation. This interest:  






	 	(a) 	accrues
daily from (and including) the date the liability becomes due for                payment
both before and after the judgment up to (but excluding) the date the
               liability is paid; and  






	 	(b) 	is
calculated at the judgment rate or the Default Rate (whichever is higher).  







31 









	 	
The
Defaulting Party agrees to pay interest under this clause on demand from the
Non-Defaulting Party.  







     



	 	22 	No
undisclosed principals or undisclosed trusts  







	 	
Except
as expressly stated in writing in this agreement, no person enters into this agreement as
an agent for any other person or as trustee of any trust or on behalf or for the benefit
of any other person.  






     



	 	23 	Nature
of relationship  








	 	23.1 	Relationship
explained  






	 	
The
parties acknowledge and agree that this agreement does not:  






	 	(a) 	constitute
a partnership, joint venture or, except as specifically provided for                money
coming into the hands of PBH on account of itself and CDEA or CDEA, a
               trust; or  






	 	(b) 	create
a fiduciary relationship or any fiduciary duty by a party in favour of
               another party.  






	 	23.2 	No
duty to act to its detriment  






	 	
Nothing
at law, in equity, in this agreement or due to the relationship between CDEA and PBH
arising from this agreement obliges PBH to act in a way which is to its detriment or
requires PBH to account for any benefit it receives (other than as specifically required
by this agreement).  






	 	23.3 	Conflict
of interest  






	 	
The
parties’ rights and remedies under this agreement may be exercised even if this
involves a conflict of duty or a party has a personal interest in their exercise.  






     




	 	24 	Notices  








	 	24.1 	Form  






	 	
Unless
expressly stated otherwise in this agreement, all notices, certificates, consents,
approvals, waivers and other communications in connection with any Transaction Document
must be in writing, signed by the sender (if an individual) or an Authorised Officer of
the sender and marked for the attention of the person identified in the Details or, if
the recipient has notified otherwise, then marked for attention in the way last notified.  






	 	24.2 	Delivery  






	 	
They
must be: 






	 	(a) 	left
at the address set out or referred to in the Details;  







32 









	 	(b) 	sent
by prepaid ordinary post (airmail if appropriate) to the address set out or
          referred to in the Details;  






	 	(c) 	sent
by fax to the fax number set out or referred to in the Details; or  






	 	(d) 	given
in any other way permitted by law.  






	 	
However,
if the intended recipient has notified in writing a changed postal address or changed fax
number, then the communication must be to that address or number.  






	 	24.3 	When
effective  






	 	
They
take effect from the time they are received unless a later time is specified.  






	 	24.4 	Receipt
— post  






	 	
If
sent by post, they are taken to be received three days after posting (or seven days after
posting if sent to or from a place outside Australia).  






	 	24.5 	Receipt
— fax  






	 	
If
sent by fax, they are taken to be received at the time shown in the transmission report
as the time that the whole fax was sent.  






	 	24.6 	Receipt
—general  






	 	
Despite
clauses 24.4 (“Receipt — post”) and 24.5 (“Receipt — fax”),
if they are received after 5.00pm in the place of receipt or on a non-Business Day, they
are to be taken to be received at 9.00am on the next Business Day.  






     




	 	25 	Assignment  








	 	25.1 	No
assignment  






	 	
A
party may not assign or otherwise deal with its rights under this agreement (other than
by way of security) or allow any interest in them to arise or be varied in each case,
without the consent of the other parties which consent must not be unreasonably withheld.  






	 	25.2 	Transfer
of Broken Hill Mine  






	 	
PBH
may not transfer title to the Broken Hill Mine to a third party unless such third party
enters into a Deed of Assignment and Assumption in the form contained in Annexure A.  






     



	 	26 	Manner
of payment  








	 	
Except
as permitted by this agreement, each party agrees to make payments under this agreement:  






33 










	 	(a) 	in
full without set-off or counterclaim, and without any deduction in respect of
               taxes unless prohibited by law; and  






	 	(b) 	in
the currency in which the payment is due, and otherwise in Australian dollars
               in same day funds in the case of payments denominated in US$ and in any
other                case in immediately available funds.  






     



	 	27 	Severability  







	 	
If
the whole or any part of a provision of this agreement is void, unenforceable or illegal
in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement
has full force and effect and the validity or enforceability of that provision in any
other jurisdiction is not affected. This clause has no effect if the severance alters the
basic nature of this agreement or is contrary to public policy.  







     



	 	28 	Entire
agreement  








	 	
This
agreement constitutes the entire agreement of the parties about its subject matter and
supersedes all previous agreements, understandings and negotiations on that subject
matter.  






     



	 	29 	No
representations or warranties  








	 	
Each
party acknowledges that in entering into this agreement it has not relied on any
representations or warranties about its subject matter except as expressly provided by
the written terms of this agreement.  






     




	 	30 	General  








	 	30.1 	Discretion
in exercising rights  






	 	
A
party may exercise a right or remedy or give or refuse its consent in any way it
considers appropriate (including by imposing conditions), unless this agreement expressly
states otherwise.  






	 	30.2 	Partial
exercising of rights  






	 	
If
a party does not exercise a right or remedy fully or at a given time, the party may still
exercise it later.  






	 	30.3 	No
liability for loss  






	 	
A
party is not liable for loss caused by the exercise or attempted exercise of, failure to
exercise, or delay in exercising a right or remedy under this agreement.  







34 









	 	30.4 	Approvals
and consents  






	 	
By
giving its approval or consent a party does not make or give any warranty or
representation as to any circumstance relating to the subject matter of the consent or
approval.  






	 	30.5 	Remedies
cumulative  






	 	
The
rights and remedies provided in this agreement are in addition to other rights and
remedies given by law independently of this agreement.  






	 	30.6 	Rights
and obligations are unaffected  






	 	
Rights
given to the parties under this agreement and the parties’ liabilities under it are
not affected by anything which might otherwise affect them by law.  






	 	30.7 	Variation
and waiver  






	 	
A
provision of this agreement or a right created under it, may not be waived or varied
except in writing, signed by the party or parties to be bound.  






	 	30.8 	No
merger  






	 	
The
warranties, undertakings and indemnities in this agreement do not merge on termination of
this agreement.  






	 	30.9 	Indemnities  






	 	
The
indemnities in this agreement are continuing obligations, independent from the other
obligations of the parties under this agreement and continue after this agreement ends.
It is not necessary for a party to incur expense or make payment before enforcing a right
of indemnity under this agreement.  






	 	30.10 	Further
steps  






	 	
Each
party agrees, at its own expense, to do anything the other party asks (such as obtaining
consents, signing and producing documents and getting documents completed and signed):  






	 	(a) 	to
bind the party and any other person intended to be bound under this           agreement;  






	 	(b) 	to
show whether the party is complying with this agreement.  






	 	30.11 	Prompt
performance  






	 	
If
this agreement specifies when the party agrees to perform an obligation, the party agrees
to perform it by the time specified. Each party agrees to perform all other obligations
promptly.  







35 









	 	30.12 	Certificates  






	 	
One
party may give another party a certificate about an amount payable or other matter in
connection with this agreement. The certificate is sufficient evidence of the amount or
matter, unless it is proved to be incorrect.  






	 	30.13 	Set-off  






	 	
In
addition to any other rights of set-off under this agreement or at law, at any time after
an Event of Default, either party may set off any amount due for payment by them to the
other party against any amount due for payment by that party to them under any
Transaction Document.  






	 	30.14 	Construction  






	 	
No
rule of construction applies to the disadvantage of a party because that party was
responsible for the preparation of, or seeks to rely on, this agreement or any part of
it.  






	 	
[PROVISION
OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] 






	 	30.16 	CDEA
costs  






	 	
PBH
agrees with CDEA:  






	 	(a) 	to
pay or reimburse CDEA for CDEA’s costs in enforcing or doing anything in
               connection with the CDEA Security, including legal Costs in accordance
with any                written agreement as to legal costs or, if no agreement, on
whichever is the                higher of a full indemnity basis or solicitor and own
client basis; and  






	 	(b) 	PBH
indemnifies CDEA against any liability or loss arising from, and any Costs
               incurred in connection with, any indemnity CDEA gives a Controller or
               administrator of PBH.  






	 	30.17 	Inconsistent
law  






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






	 	30.18 	Supervening
legislation  






	 	
Any
present or future legislation which operates to vary the obligations of a party in
connection with this agreement with the result that another party’s rights, powers
or remedies are adversely affected (including, by way of delay or postponement) is
excluded except to the extent that its exclusion is prohibited or rendered ineffective by
law.  






	 	30.19 	Amendment
to Consumer Price Index formula  






	 	
If
either: 






	 	(a) 	the
Consumer Price Index All Groups weighted average for the eight capital
               cities ceases to be published quarterly; or  







36 









	 	(b) 	the
method of calculation of the Consumer Price Index All Groups weighted
               average for the eight capital cities substantially alters,  






	 	
then
the Consumer Price Index All Groups weighted average for the eight capital cities is to
be replaced by the nearest equivalent index and any necessary consequential amendments
are to be made. That index and those amendments are to be determined as follows:  






	 	(c) 	by
agreement between the parties; or  






	 	(d) 	if
the parties do not agree, by the Australian Statistician or his nominee
               (acting as an expert and not as an arbitrator), whose decision is binding
and                conclusive.  






	 	30.20 	Counterparts  






	 	
This
agreement may consist of a number of copies, each signed by one or more parties to the
agreement. If so, the signed copies are treated as making up the one document and the
date on which the last counterpart is executed will be the date of the agreement.  






     




	 	31 	Governing
law  








	 	31.1 	Governing
law  






	 	
This
agreement is governed by the law in force in the place specified in the Details. Each
party submits to the non-exclusive jurisdiction of the courts of that place.  






	 	31.2 	Serving
documents  






	 	
Without
preventing any other method of service, any document in an action may be served on a
party by being delivered or left at that party’s address in the Details.  






	 	
EXECUTED
as an agreement  








37 










	 	
Silver
Sale Agreement  







	 	
Schedule
1 —Tenements  






	

	TENEMENTS	 
	

	Consolidated Mining Lease No. 4	1973
	

	Consolidated Mining Lease No. 5	1973
	

	Consolidated Mining Lease No. 6	1973
	

	Consolidated Mining Lease No. 8	1973
	

	Consolidated Mining Lease No. 9	1973
	

	Consolidated Mining Lease No. 10	1973
	

	Consolidated Mining Lease No. 11	1973
	

	Consolidated Mining Lease No. 12	1973
	

	Consolidated Mining Lease No. 13	1973
	

	Mining Lease No. 1249	1973
	

	Mining Lease No. 5885	1906
	

	Exploration Licence 2513	1973
	

	Exploration Licence 2743	1973
	

	Exploration Licence 2921	1973
	

	Exploration Licence 5614	1992
	

	Exploration Licence 5879	1992
	

	Exploration Licence 6167	1992
	

	Exploration Licence 6386	1992
	

	Exploration Licence 6447	1992
	

	Exploration Prospecting Licence 2364	1973
	

	Exploration Prospecting Licence 2379	1973
	

	Exploration Prospecting Licence 3365	1973
	

	Exploration Prospecting Licence 3661	1973
	







38 











	 	
Schedule
2 — Acknowledgments (clause 6.5)  






	 	
Each
of CDEA and Coeur acknowledges and agrees that:  






	 	(a) 	it
has knowledge and experience in financial and business matters and mineral
          exploration, mining, processing and marketing and it is capable of evaluating
          the merits and risks associated with the purchase of the Silver Product by it
          and the provision of services by PBH under this agreement and it is aware of
the           actual and potential risks that are generally known within the lead, zinc
and           silver industries and the Australian mining industry and has relied on its
own           judgment and evaluation of the material disclosed to it by PBH and Perilya
and           on its own inspection and appraisal of the Business and the Assets;  






	 	(b) 	except
as expressly described in this agreement, neither PBH, Perilya nor any           person
acting on behalf of or associated with PBH or Perilya has made any
          representation, given any advice or given any warranty or undertaking or
promise           of any kind in relation to the Business or Assets, the material
disclosed to it           by PBH or Perilya or this agreement;  






	 	(c) 	without
limiting paragraph (b), no representation, no advice, no warranty, no
          undertaking and no promise is given in relation to:  






	 	(i) 	any
economic, fiscal or other interpretations or evaluations by PBH or Perilya           or
any person acting on behalf of or associated with the PBH or Perilya or any
          other person; or  






	 	(ii) 	any
future matters, including estimated, forecast or budgeted production, costs,
          prices, revenues or profits;  






	 	(d) 	without
limiting paragraphs (b) or (c), no statement or representation:  






	 	(i) 	has
induced or influenced CDEA to enter into this agreement or agree to any or           all
of its terms;  






	 	(ii) 	has
been relied on in any way as being accurate by CDEA;  






	 	(iii) 	has
been warranted to CDEA as being true; or  






	 	(iv) 	has
been taken into account by CDEA as being important to CDEA’s decision           to
enter into this agreement or agree to any or all of its terms;  






	 	(e) 	it
has relied absolutely on its own opinion and professional advice based upon           its
own independent analysis, assessment, investigation and appraisal and on the
          express warranties in its favour under this agreement in deciding to purchase
          the Silver Product and enter into this agreement;  







39 









	 	(f) 	as
at the date of this agreement, PBH and Perilya have provided it with access           to
all information which CDEA considers necessary to enable it to make an           informed
decision to complete the transactions contemplated by this agreement           (including
the opportunity to make inquiries of, and receive responses from, PBH           and
Perilya in relation to or in connection with such information);  






	 	(g) 	it
has competently and diligently carried out all relevant investigations
          (including the making of all relevant inquiries) and has examined and
acquainted           itself concerning:  






	 	(i) 	the
contents, accuracy and sufficiency of the materials disclosed to it by PBH           or
Perilya;  






	 	(ii) 	all
information which is relevant to the risks, contingencies and other
          circumstances which could affect its decision to enter into this agreement; and  






	 	(iii) 	all
amounts payable by the parties under this agreement;  






	 	(h) 	any
invitation to it by PBH or Perilya or any other person to consider the           purchase
of Silver Product, and the provision of information (whether written or           oral)
relating to the Business or the Assets (including the information           contained or
provided in the material disclosed by PBH or Perilya and any           estimate or budget
or opinion expressed in relation to the Business or the           Assets) were made or
expressed to and accepted by CDEA, and this agreement is           entered into, on the
basis and condition that, except as expressly provided in           the express
warranties in its favour under this agreement:  






	 	(i) 	neither
PBH, Perilya nor any person acting on behalf of or associated with any           of them:  






	 	(A) 	has
made or makes any representation or warranty as to the accuracy or           completeness
of that information; or  






	 	(B) 	accepts
any duty of care in relation to CDEA or Coeur in respect of the           provision of
that information; and  






	 	(ii) 	except
as expressly provided in this agreement, no person will be under any           liability
to CDEA or Coeur or to any third party if, for any reason, that           information is
or becomes inaccurate, incomplete or misleading in any way;  






	 	(i) 	at
the date of execution of this agreement, neither CDEA nor Coeur are aware,           from
their respective investigations of the Business or the Assets or otherwise,           of
any respect in which the express warranties in its favour under this           agreement
are inaccurate, or of any matter which might otherwise give rise to a           claim by
CDEA or Coeur against PBH or Perilya under this agreement; and  







40 









	 	(j) 	no
representation or warranty is made by PBH or Perilya, and neither of PBH or
          Perilya will be liable in any way, in relation to:  






	 	(i) 	any
Concentrate Sales Agreement;  






	 	(ii) 	the
terms and conditions of any Concentrate Sales Agreement;  






	 	(iii) 	compliance
by PBH, Perilya or any predecessor in title or counterparties, with           the terms
and conditions of any Concentrate Sales Agreement; and  






	 	(iv) 	whether
any party to any of the Concentrate Sales Agreements is entitled to           terminate
any Concentrate Sales Agreement,  






	 	
provided
that nothing in this clause (j) affects PBH’s obligations under the terms of the
Zinifex Concentrate Sales Agreement or any proposed replacement of the Zinifex
Concentrate Sales Agreement; 






	 	(k) 	no
representation or warranty is made by PBH or Perilya and neither of PBH or
          Perilya will be liable in any way, in relation to:  






	 	(i) 	the
production capacity and production costs of Broken Hill Mine;  






	 	(ii) 	the
historical or future production, sales, revenue or profits generated by           Broken
Hill Mine, the Assets, the Tenements or of the Business;  






	 	(iii) 	the
state of maintenance, state of repair, condition or serviceability of any           item
of plant and equipment;  






	 	(iv) 	the
quality, fitness for purpose or suitability of any item of plant and           equipment;
or  






	 	(v) 	the
safety of any item of plant and equipment;  






	 	(l) 	as
the title of PBH to the Tenements is under and subject to the Mining Act,           that
title is subject to all reservations, exceptions, conditions, powers and
          permitted encumbrances under the Mining Act and CDEA accepts the title of PBH
to           the Tenements is subject to those reservations, exceptions, conditions,
powers           and permitted encumbrances under the Mining Act;  






	 	(m) 	no
representation or warranty is made by PBH or Perilya in relation to:  






	 	(i) 	the
quantity or grade or ore reserves or accessible mineral resources in respect           of
the Tenements or the Business;  







41 









	 	(ii) 	the
exploration potential in respect of the Tenements or the Business;  






	 	(iii) 	the
quantity or grade of the stockpiles of the Business;  






	 	(iv) 	the
activities which have taken place or which are taking place upon the           Tenements
and the costs, profits, losses, liabilities or obligations resulting           from such
activities;  






	 	(v) 	the
likely costs of or returns from any of the Tenements;  






	 	(vi) 	the
economic viability of any of the Broken Hill Mine or the prospects for the
          successful development of any of the Tenements;  






	 	(vii) 	the
past, current or future environmental or rehabilitation obligations or
          liabilities in respect of the Tenements;  






	 	(viii) 	resource
models in respect of the Tenements, or Business;  






	 	(ix) 	pit
designs in respect of the Tenements, or Business; or  






	 	(x) 	whether
all or any of the areas the subject of Tenements are the subject of           native
title or any native claim or sites to which the Native Title (New           South
Wales) Act 1994 (NSW), Part 6 of the National Parks and Wildlife Act 1974 (NSW)
or the Aboriginal and Torres Strait Islander (Heritage           Protection) Act
1984 (Cth) may apply; and  






	 	(n) 	neither
of PBH or Perilya will be liable in any way in relation to:  






	 	(i) 	the
quantity or grade of ore reserves and accessible mineral resources in           respect
of the Tenements or the Business;  






	 	(ii) 	the
exploration potential in respect of the Tenements or the Business;  






	 	(iii) 	the
quantity or grade of the stockpiles of the Business;  






	 	(iv) 	the
costs, profits or losses resulting from the activities which have taken           place
or which are taking place upon the Tenements;  






	 	(v) 	the
likely costs of or returns from any of the Tenements;  






	 	(vi) 	the
economic viability of any of the Tenements or the prospects for the           successful
development of any of the Tenements;  






	 	(vii) 	resource
models in respect of the Tenements, or Business;  






	 	(viii) 	pit
designs in respect of the Tenements, or Business; or  







42 









	 	(ix) 	whether
all or any of the areas the subject of Tenements are the subject of           native
title or any native claim or sites to which the Native Title (New           South
Wales) Act 1994 (NSW), Part 6 of the National Parks and Wildlife Act 1974 (NSW)
or the Aboriginal and Torres Strait Islander (Heritage           Protection) Act
1984 (Cth) may apply.  




























43 










	 	
Silver
Sale Agreement  








	 	
Signing
page  






	DATED:______________________	 	 
	

SIGNED by                               as	)	
	attorney for PERILYA BROKEN	)
	HILL LIMITED under power of	)
	attorney dated                               in the	)
	presence of:	)
		)
	____________________________________________	)	____________________________________________
	Signature of witness	)	By executing this agreement the attorney
		)	states that the attorney has received no
	____________________________________________	)	notice of revocation of the power of
	Name of witness (block letters)	)	attorney
	

EXECUTED by CDE AUSTRALIA PTY LTD in	)
	accordance with section 127(1) of the	)
	Corporations Act 2001 (Cwlth) by authority of	)
	its directors:	)
		)
	____________________________________________	)	____________________________________________
	Signature of director	)	Signature of director/company secretary*
		)	*delete whichever is not applicable
	____________________________________________	)	____________________________________________
	Name of director (block letters)	)	Name of director/company secretary* 
			(block letters)
			*delete whichever is not applicable









	 	
COEUR
D’ALENE MINES CORPORATION  







	 	
____________________________________________

Name: Dennis E. Wheeler 








	 	
Title:
Chairman, President & Chief Executive Officer  






44 








	 	
Annexure
A (clause 25.2)  






	 	
Deed
of Assignment and Assumption  







































45