8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    September 13, 2002

GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)

CANADA	1-12284	98-0101955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10579 Bradford Road, Suite 103 Littleton, Colorado	80127-4247
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (303) 830-9000

No Change

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 2. Acquisition of Wassa Property
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 2.3
EXHIBIT 2.4
EXHIBIT 2.5
EXHIBIT 2.6
EXHIBIT 2.7
EXHIBIT 2.8
EXHIBIT 2.9

Item 2. Acquisition of Wassa Property

On September 13, 2002, Golden Star completed the acquisition of a 90% beneficial interest in the Wassa gold mine (“Wassa”) in Ghana. The remaining 10% interest in Wassa is owned by the Government of Ghana.

Under the previously announced terms for the acquisition, Golden Star agreed to pay to the seller, a syndicate of banks led by Standard Bank London Limited, an initial consideration of $4.0 million at closing plus a deferred consideration of $5.0 million linked to the future recommencement of production at Wassa. Both the initial and deferred consideration were to be funded by the seller and were repayable over a four year term. In addition, a gold production royalty was to be paid on future gold production from Wassa. The royalty was to be paid quarterly and determined by multiplying the production from Wassa for each quarter by a royalty rate of $7.00 per ounce produced. The royalty rate was to increase by $1.00 for each $10.00 increase in the average market price for gold for each quarter above $280 per ounce up to a cap of $15.00 per ounce.

In completing the Wassa acquisition, Golden Star has also reached agreement with the seller to allow Golden Star to: (i) acquire, at a discount of 27.5%, approximately $2.2 million of the $4 million debt facility put in place to fund the initial acquisition payment, and (ii) convert 100% of the $5 million debt facility put in place to fund the deferred purchase payment into a gold production linked payment. The gold production payment will be equal to $8.00 per ounce on future production from Wassa, up to a cap equal to $5.5 million, being the amount of the debt facility that was replaced plus an additional amount to reflect the interest that would otherwise have been paid on the debt facility. The gold production payment will be in addition to the gold production royalty described in the previous paragraph. The agreement on the conversion of the debt is subject to the approval of the Bank of Ghana, but this approval has no impact on the completion of the acquisition, which will be on the terms originally announced if such approval is not obtained.

The consideration payable by Golden Star as described above was determined in negotiations with the seller.

Golden Star has mobilized its personnel to Wassa and has commenced an exploration program aimed at (i) confirming the reserves reported by the previous operator, and (ii) testing a number of highly prospective but untested zones on the Wassa property to potentially increase the reserves. In parallel with this exploration program, Golden Star has commenced the feasibility study work for the redevelopment of the existing heap leach mine at Wassa as a conventional milling and CIL project. Assuming the feasibility study confirms the feasibility of the redevelopment, Golden Star would expect to be able to make a development decision in early 2003 and production at Wassa could recommence as early as the end of 2003.

The 57 square kilometer Wassa concession is located in the south-central region of Ghana, about 35 kilometers east of Golden Star’s Bogoso/Prestea operation. The project was developed in the late 1990s at a capital cost of over $43 million as a conventional open pit operation followed by

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heap leaching. Gold recoveries from the heap leach were slower and lower than expected, resulting in a negative impact on the project’s production, cash costs and cash flow, although Wassa produced an average of 92,500 ounces of gold per annum for just over two years. In 2001, the secured lenders to the project enforced their security rights in the project and, following a bidding process, agreed to sell Wassa to Golden Star.

The statements contained in this report are both historical and forward-looking in nature. The forward-looking statements involve risks and uncertainties including those relating to exploration, the establishment of reserves, the recovery of any reserves, future gold production and production costs, and future permitting dates for additional sources of ore. Please refer to a discussion of these and other risk factors in Golden Star’s Form 10-K and other Securities and Exchange Commission filings.

While we may elect to update the information in this report, except as we may be required to do so, we do not undertake to update any such information at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this report represent management’s estimate as of any date other than the date of this report.

Item 7. Financial Statements and Exhibits

Golden Star will file pro forma financial information with respect to the acquisition of the Wassa Property by amending this report on Form 8-K on or before November 29, 2002.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date:    September 30, 2002

Golden Star Resources Ltd.

By	/s/ ALLAN J. MARTER
	Allan J. Marter Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
2.1	Agreement for the Sale and Purchase of Certain of the Assets of Satellite Goldfields Limited between The Law Debenture Trust Corporation P.L.C. and Wexford Goldfields Limited dated March 1, 2002.
2.2	Agreement for the Sale and Purchase of Certain of the Assets of Satellite Goldfields Limited between Satellite Goldfields Limited, The Law Debenture Trust Corporation P.L.C. and Wexford Goldfields Limited dated March 15, 2002.
2.3	Common Terms Agreement for Wassa Gold Project between Wexford Goldfields Limited, any other Obligor Party thereto from time to time, Standard Bank London Limited and The Law Debenture Trust Corporation P.L.C. dated June 26, 2002.
2.4	Wassa Project Facility Agreement between Wexford Goldfields Limited, the lenders listed in Schedule 1 thereto and Standard Bank London Limited dated June 25, 2002.
2.5	Royalty Agreement between Wexford Goldfields Limited and The Law Debenture Trust Corporation P.L.C. dated June 26, 2002.
2.6	Agreement for the Sale and Purchase of 90% of the Issued Capital of Wexford Goldfields Limited between The Law Debenture Trust Corporation P.L.C. and Wasford Holdings dated June 26, 2002, and amendment thereto dated September 13, 2002.
2.7	Support Agreement for Wassa Gold Project between Golden Star Resources Ltd. and Standard Bank London Limited dated September 13, 2002.
2.8	Wassa Project Conversion Agreement between Wexford Goldfields Limited, Bayerische Hypo-Und Vereinsbank AG, Dresdner Bank AG London Branch, Fortis Bank (Nederland) N.V. and Standard Bank London Limited dated September 13, 2002.
2.9	Wassa Gold Project Second Royalty Agreement between Wexford Goldfields Limited, the persons from time to time party thereto and Standard Bank London Limited dated September 13, 2002.

5 EX-2.1 3 v84639exv2w1.txt EXHIBIT 2.1 Dated March 1, 2002 THE LAW DEBENTURE TRUST CORPORATION P.L.C. (as Mortgagee) (1) and WEXFORD GOLDFIELDS LIMITED (as Buyer) (2) ---------------------------------------- AGREEMENT FOR THE SALE AND PURCHASE OF CERTAIN OF THE ASSETS OF SATELLITE GOLDFIELDS LIMITED ---------------------------------------- THIS AGREEMENT (this "AGREEMENT") is made on the 1st day of March 2002 (1) THE LAW DEBENTURE TRUST CORPORATION P.L.C. of 5th Floor, 100 Wood Street, London EC2V 7EX (the "MORTGAGEE") as mortgagee pursuant to a Debenture dated 28 May 1998 (the "SECURITY") among the Company, Standard Bank London Limited and the Mortgagee; and (2) WEXFORD GOLDFIELDS LIMITED whose registered office is at c/ Bentsi-Enchill & Letsa, 1st Floor Teachers' Hall Annex, Education Loop (Off Barnes Road), Accra, P.O. Box 1632, Accra, Ghana (the "BUYER"). RECITALS (A) The Mortgagee has the power pursuant to the Security to sell the Assets. (B) The Mortgagee has agreed to sell and the Buyer has agreed to purchase whatever right, title and interest the Mortgagee may have in the Assets. (C) The Buyer is entering into this Agreement having made such inspection and investigation of the Assets as it thinks fit, on the basis of a purchase by the Buyer of the Assets "as is" and in full knowledge and acceptance of the terms and conditions of this Agreement and the Buyer acknowledges that, in particular (but without limitation), the price to be paid for the Assets has been calculated on the acknowledged basis of the terms and conditions of this Agreement and that since the Buyer is contracting with an insolvent company the terms and conditions of this Agreement are reasonable. 1. INTERPRETATION 1.1 In this Agreement the following words and expressions and abbreviations have the following meanings, unless the context otherwise requires: "ASSETS" means all those assets listed in Schedule 3 but shall not include the Excluded Assets (and so that the expression "ASSET" shall mean any of the Assets); "BUSINESS" means the operation of the Wassa gold mine carried on by the Company as of the date of cessation of operations at the Mine subject to the Lease; "BUSINESS DAY" means any day which in England and Ghana is neither a Saturday nor a Sunday nor a bank or other public holiday; "CASH ASSETS" means the Debts, all accepted bills or notes, cash in hand or at the bank, the benefit of all outstanding hedging contracts, gold boxed for shipment, in shipment, on hand and in the process of refinement; "CONFIDENTIAL INFORMATION" means any information relating to the Business that is not publicly known; "COMPANY" means Satellite Goldfields Limited; "COMPANY'S GROUP" means each of the Company, its holding companies, subsidiary undertakings and associated companies and any other subsidiary undertakings of any such holding companies, all of them and each of them as the context admits; "COMPLETION DATE" means the date of this Agreement; "CONSIDERATION" means the sum determined by the Valuer in accordance with clauses 4 and 6 and to be paid on the date specified in clause 4; "CONTRACTS" means the contracts entered into by the Company for the sale of goods and the provision of services by or to the Company in connection with the Business which at the Completion Date remain to be performed in whole or in part by the Company (excluding for the avoidance of doubt, the Lease); "DEBTS" means the book and other debts owing to the Company at the Completion Date in connection with the Business and all sums due or which with only the passing of time and the submission of invoices will become due to the Company under the Contracts whether invoiced or not up to and including the Completion Date; "EMPLOYEES" means all those employees of the Company as at the Completion Date; "EXCLUDED ASSETS" means the Lease and the Mine, the Shares, the Contracts, the lease of the Company's office in Accra and all immovable assets of the Company; "GOLD INVENTORY" means all gold held by the Company on the Completion Date as gold lock up in ore stockpiles and heap leach pads, gold in solution ponds, gold on carbon, gold on cathodes and any other gold on the property not smelted and boxed ready for shipment to the refiner; "GOODWILL" means the goodwill of the Company in relation to the Business; "GOVERNMENT" means the duly constituted government of the Republic of Ghana or any political subdivision thereof, whether central, regional, district or local, or any judicial body, agency or instrumentality of any such government or political subdivision (and is deemed to include, for the purposes of any required approval to be obtained hereunder, the Bank of Ghana); "INTELLECTUAL PROPERTY RIGHTS" means the rights owned by the Company's Group and used exclusively in connection with the Business and to patents, trade marks, copyrights, designs, know-how and other similar rights (whether or not registered) and any applications for the protection or registration of such rights as at Completion Date; "INVENTORY" means all inventory owned by the Company at the Completion Date; "LEASE" means the lease dated 17 September 1992 between the Government of Ghana and the Company and with the registration number 2033/1994, particulars of which are set out in Schedule 2; "MINE" means the Wassa gold mine, located in South West Ghana on the Wassa shear zone, particulars of which are set out in Schedule 2; - 2 - "PARTIES" means each of the Mortgagee and the Buyer and "PARTY" shall mean any one of them; "RELATED PERSONS" means in relation to any party its holding companies and the subsidiary undertakings from time to time of any such holding companies, all of them and each of them as the context admits; "SHARES" means 90% of the issued capital of the Buyer; "STANDARD BANK" means Standard Bank London Limited; and "VALUER" means Ronan Stack of ATIS Real Watheralls, 22 Chancery Lane, London WC2A 1LT. 2. INTERPRETATION 2.1 In this Agreement: (a) any reference to any statute or statutory provision shall include any statute or statutory provision which amends or replaces, or has amended or replaced, it, and vice versa, and shall include any rules, regulations or subordinate legislation made under the relevant statute provided however that, as between the Parties, no such amendment or replacement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of any Party; (b) a person shall be deemed to be connected or associated with another if that person is an associate of the other within the meaning of Section 435 of the Insolvency Act 1986; (c) a document specified to be in the "AGREED FORM" is a reference to that document in the form approved and signed by or on behalf of each Party for the purpose of identification; (d) the expressions "ACCOUNTING REFERENCE DATE", "ALLOTMENT", "BODY CORPORATE", "DEBENTURES", "HOLDING COMPANY", "SUBSIDIARY", "SUBSIDIARY UNDERTAKING" and "WHOLLY OWNED SUBSIDIARY" shall have the meaning giving in the Companies Act 1985; (e) reference to a "COMPANY" shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established; (f) references to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of and Schedules to this Agreement; (g) use of any gender includes the other genders; (h) references to a "PERSON" shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, - 3 - local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); (i) any reference to a "DAY" (including within the phrase "BUSINESS DAY") shall mean a period of 24 hours running from midnight to midnight; (j) a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this Agreement) at any time; (k) headings and titles are for convenience only and do not affect the interpretation of this Agreement; (l) a reference to any statute statutory instrument, regulation, bylaw or other requirement of English law or any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be treated as a reference to that which most nearly approximates in that jurisdiction to the relevant requirement of English law or English legal term; (m) general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; and (n) a reference to "$" or "DOLLARS" shall be a reference to the lawful currency of the United States of America. 3. SALE AND PURCHASE OF THE ASSETS 3.1 The Mortgagee shall sell and the Buyer shall purchase such right, title and interest as the Mortgagee may have in the Assets with effect from the date of this Agreement. 3.2 Nothing in this Agreement shall impose any liability upon the Buyer for any liability of the Company or the Mortgagee existing prior to the Completion Date. 4. CONSIDERATION PAYABLE BY THE BUYER 4.1 The Consideration for the Assets shall be a sum equal to the fair market value of the Assets as at the date hereof to be determined by the Valuer in accordance with Clause 6. 4.2 Subject to Clause 6, the Consideration shall be payable by cash on: (a) that day falling three calendar months after the date of this Agreement; or (b) such earlier date as the Buyer may in its absolute discretion determine; and - 4 - shall be paid by CHAPS transfer to such account as the Mortgagee has notified in writing is to be used for the purpose of the payment and shall be paid without deduction, withholding, set-off or counterclaim whatsoever. 4.3 The Mortgagee is authorised to receive payment of the Consideration and receipt by the Mortgagee shall be a sufficient discharge for the Buyer of its obligations with respect to such payment and the payment of the Consideration. 4.4 If payment of the Consideration falls due on a day which is not a Business Day, payment shall be made on the following Business Day. 5. COMPLETION 5.1 The Completion shall take place immediately following the signing of this Agreement at the offices of Bentsi Enchill & Letsa. 5.2 At Completion the Buyer shall deliver to the Mortgagee evidence in a form satisfactory to the Mortgagee that the Government of the Republic of Ghana holds not less than a 10% shareholding in the equity of the Buyer. 5.3 Upon receipt of the document referred to under Clause 5.2, the Mortgagee shall deliver or give possession of the Assets to the Buyer and title (but not risk) to the Assets shall pass to the Buyer at Completion. 5.4 Risk in the Assets shall pass to the Buyer when payment of the Consideration is made pursuant to Clause 4.2. 6. VALUATION OF THE CONSIDERATION 6.1 The Mortgagee and the Buyer shall procure that the Valuer shall prepare and deliver to the Mortgagee and the Buyer for review a draft valuation of the fair market value of the Assets as at the date hereof as soon as practicable following execution of this Agreement and in any case within the period of 30 business days thereafter (the "DRAFT VALUATION CERTIFICATE"); 6.2 The Mortgagee and the Buyer shall be entitled to examine all the working papers and other data and records relating to the preparation of the Draft Valuation Certificate with a view to satisfying themselves that it has been duly prepared in accordance with this Agreement. Each of the Mortgagee and the Buyer shall then within ten Business Days following the Draft Valuation Certificate either:- 6.2.1 confirm in writing to the other parties to this Agreement that it agrees that the Draft Valuation Certificate has been duly prepared and determined in accordance with this Agreement; or 6.2.2 give notice in writing to the other parties to this Agreement why it is unable so to confirm. 6.3 If the Mortgagee or the Buyer fail to so confirm or to give such notice in accordance with Clause 6.2, the Draft Valuation Certificate shall be conclusively deemed to have been accepted and agreed by the relevant party. - 5 - 6.4 If the Mortgagee or the Buyer gives notice in accordance with Clause 6.2.2, the Valuer shall give consideration to the reasons which have been submitted in any such notice, (the "SUBMISSIONS") and shall determine the Draft Valuation Certificate finally within the period of 14 Business Days of the expiry of the period specified under Clause 6.2. In making such determination the Valuer shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The parties shall procure that the Valuer is allowed access to such working papers and other data and records as he may reasonably request for the purposes of making such determination. 7. THIRD PARTY ITEMS AND RETENTION OF TITLE 7.1 The Buyer hereby acknowledges that it may be given possession of certain assets pursuant to the terms of this Agreement which are subsequently found by the Buyer not to be beneficially owned by the Mortgagee or the Company. In respect of such assets, the Buyer undertakes that it will not hold itself out following discovery of such fact as the owner of such assets nor sell, offer for sale, assign, discharge, pledge, create or permit the creation of a lien on or otherwise deal with such assets and that it will keep such assets in its possession and in as good repair and condition they were in when such claim or fact came to its notice. The Buyer further undertakes that it will deliver possession of such assets to the owners of such assets forthwith on demand and the Buyer agrees to indemnify and keep the Mortgagee, the Company and each of their agents fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising in connection with any breach by the Buyer of its obligations under this Clause. 7.2 If any of the assets which are subject to the terms and conditions of this Agreement are affected by any claim for a lien, charge or retention of title arising by reason of the conditions of sale and purchase under which the Company agreed or purported to purchase the same and such claim(s) are advised to be valid by the Mortgagee's solicitors, then, upon the Mortgagee communicating such advice to the Buyer, the Buyer shall, at its option, either: (a) discharge such claim forthwith by paying the relevant person therefore; or (b) deliver the assets (which are the subject of such claim) forthwith to the relevant person, and shall, in any event, indemnify and keep the Mortgagee fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising in connection with any breach by the Buyer of its obligations under this Clause. It is agreed, for the avoidance of doubt, that in no event shall the Buyer have any right to a refund in respect of any item affected by this Clause nor any right of rescission. 8. EMPLOYEES 8.1 The Mortgagee and the Buyer hereby agree and acknowledge that the contracts of employment of the Employees shall neither transfer to the Buyer nor be terminated by the sale and purchase of the Assets hereunder but shall continue until terminated by the Mortgagee at its sole discretion. - 6 - 9. GOODWILL The Buyer acknowledges that the name "WASSA" and the rights therein (including without prejudice to the generality of the foregoing the right to use the name "WASSA" in relation to the Business and the Contracts) is not the property of the Mortgagee or the Company and that accordingly any use of the name "WASSA" by the Buyer shall be at the Buyer's own risk. 10. EXCLUSION OF WARRANTIES 10.1 Save for the provisions of Clause 10.6, all other representations, warranties and conditions, express or implied and whether statutory or otherwise are expressly excluded (including without limitation, warranties and covenants for or as to title of the Assets, freedom from encumbrances, quiet possession, further assurance, satisfactory quality, fitness or purchase and description) in relation to the sale of the Assets hereunder. It is agreed by the Buyer that the provisions of this Agreement are fair and reasonable in the context of a sale of the business and assets of an insolvent company and particularly having regard to the following matters, namely: (a) that the Mortgagee has specifically informed the Buyer that the Buyer must rely absolutely on its own opinion and/or that of its professional advisers concerning the Assets and the quality, state and condition of the same, their fitness and/or suitability for any purpose, the possibility that some or all of them may have defects not apparent on inspection and examination (which could render it inappropriate that they should be described as they are in fact described in this Agreement) or the reasons that the Buyer has or should have for purchasing the Assets and the use to which the Buyer intends or should intend to put them; (b) that the Buyer has, and has informed the Mortgagee that it has skilled professional advice available to it concerning the Assets and the matters referred to in sub-Clause 10.1(a) above, that it is on the basis of this advice that the Buyer has agreed to purchase the Assets on an "as is" basis for a consideration calculated to take into account (inter alia) the risk to the Buyer represented by this Agreement, the Mortgagee making it clear that on any other basis they would not have agreed to sell the same except for a much higher consideration; (c) that the Buyer and its professional advisers have been given every opportunity it or they may wish to examine and inspect the Mine and all or any of the Assets and all or any books, records and documents relating thereto; and (d) that the Company is insolvent; and (e) that the knowledge of the Assets available to the Mortgagee and its staff, agents and advisers, is in each case, necessarily limited. 10.2 The Buyer acknowledges, for the avoidance of doubt, that if it shall be found that the Mortgagee does not have title or unencumbered title to any or all of the Assets this shall not be a ground for rescinding, avoiding or varying any or all of the provisions - 7 - hereof or for the recovery of any or all of the consideration paid by the Buyer hereunder. 10.3 The exclusion of liability set out in this clause shall arise and continue notwithstanding the termination of the agency of the Mortgagee before or after the signing of this Agreement and shall operate in favour of the Mortgagee as waivers of any claims in tort as well as under the law of contract and such exclusions shall be in addition to and not in substitution for and notwithstanding any right of indemnity or relief otherwise available to the Mortgagee. 10.4 The Buyer accepts and agrees that it shall be its responsibility and at its expense to apply for and obtain all necessary or appropriate licences, protection orders, legally required consents, permits and rights to use or have the benefit of the Assets and the Buyer undertakes to indemnify and keep the Mortgagee fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising by reason of any infringement of any third party rights in the course of the use of the Assets by the Buyer in breach of any duty or requirement of whatever kind or howsoever and whenever arising. 10.5 For the avoidance of doubt: (a) the exclusions and limitations in Schedule 1 shall also apply to this Agreement; and (b) in no circumstances shall the liability of the Mortgagee arising out of or in connection with this Agreement exceed the consideration paid by the Buyer for the Assets. 11. BOOKS AND RECORDS Title to the books, documents, files and records of either the Company or the Mortgagee in so far as they relate to the Assets are not the subject of any sale or assignment to the Buyer hereunder. For a period of 18 months from the Completion Date or until such time as the Company goes into liquidation or, if earlier, at all reasonable times during usual business hours on prior reasonable written notice having been given by the Buyer to the Mortgagee, the Buyer shall be given reasonable access by the Mortgagee to such records and documents of the Mortgagee relating to the Business as the Buyer may reasonably require for inspection and use by the Buyer. During such period the Buyer shall be entitled to take and retain such copies and compile such extracts from such records at its own expense as it may reasonably require in order to properly deal with the Assets following the Completion Date and subject to honouring any applicable confidentiality obligations. The Mortgagee undertakes not to destroy any of its books, documents, files and records compiled in relation to the Assets without first giving 30 days notice in writing to the Buyer of their intention to do so. 12. CONFIDENTIAL INFORMATION 12.1 The Mortgagee shall not use or disclose to any person any Confidential Information. 12.2 Clause 12.1 does not apply to: - 8 - (a) disclosure of Confidential Information to or at the written request of the Buyer; (b) use or disclosure of Confidential Information required to be disclosed by law, the Dublin Stock Exchange, the rules or standards of the London Stock Exchange, the listing rules of the UK Listing Authority or any other regulatory body; (c) disclosure of Confidential Information to professional advisers for the purpose of advising the Mortgagee; or (d) Confidential Information which is in the public domain other than by the Mortgagee's breach of Clause 12.1. 13. ANNOUNCEMENTS 13.1 No Party shall disclose the making of this Agreement nor its terms nor any other agreement referred to in this Agreement (except those matters set out in the press release in the agreed form) unless agreed in writing by the other Parties (such agreement not to be unreasonably withheld) and each Party shall procure that each of its Related Persons shall not make any such disclosure without the prior consent of the other Parties unless disclosure is: (a) to its professional advisers; or (b) required by law; or (c) required by the rules or standards of the London Stock Exchange, the Dublin Stock Exchange or the Listing Rules of the UK Listing Authority or the rules and requirements of any other regulatory body and disclosure shall then only be made by that Party: (i) after it has taken all such steps as may be reasonable in the circumstances to agree the contents of such announcement with the other Parties before making such announcement and provided that any such announcement shall be made only after notice to the other Parties; and (ii) to the person or persons and in the manner required by law or the rules of the Dublin Stock Exchange, the London Stock Exchange or the UK Listing Authority or such other regulatory body or as otherwise agreed between the Parties. 13.2 The restrictions contained in Clause 13.1 shall apply without limit of time. 14. ASSIGNMENT 14.1 This Agreement is personal to the Parties and accordingly, subject to Clauses 14.2 and 14.3, the Buyer may not without the prior written consent of the Mortgagee assign, transfer or declare a trust of the benefit of all or any of the Buyer's obligations nor any benefit arising under this Agreement. - 9 - 14.2 Following Completion, the Buyer shall be entitled to charge and/or assign the benefit of all (but not part) of its rights under this agreement (the "RIGHTS") (in each case by way of security) to a bank or financial institution that provides facilities to the Buyer or acts as facility agent and security trustee or security agent by way of security for the indebtedness of the Buyer incurred in connection with the acquisition of the Business and Assets (provided always that the Buyer shall procure that the Rights may not be further charged or assigned to any third party except pursuant to Clause 14.3 below). 14.3 The person to whom the Rights have been charged or assigned in accordance with Clause 14.2 above or any administrative receiver appointed by it or other person appointed to enforce any such security may charge or assign all but not part of the Rights to any third party for the purpose of or in connection with such enforcement. 14.4 The Company has charged and/or assigned the benefit of all of its rights (but none of its obligations) under this Agreement and the Buyer hereby acknowledges and consents such charge and assignment. 15. COSTS Unless expressly otherwise provided in this Agreement each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses in connection with the sale and purchase of the Assets. 16. EFFECT OF COMPLETION The terms of this Agreement (insofar as not performed at the Completion Date and subject as specifically otherwise provided in this Agreement) shall continue in force after and notwithstanding Completion. 17. FURTHER ASSURANCES Following the Completion Date, the Mortgagee shall, at the sole expense of the Buyer and subject to the provisions of this Agreement, execute such further assurances and do such further acts and things (insofar as it may be reasonably able and empowered so to do) as shall be reasonably necessary for the purpose of transferring to the Buyer all of the Mortgagee's right, title and interest in and to the Assets provided that this shall not oblige the Mortgagee to become a party to any litigation or arbitration proceedings and provided further that no document executed pursuant to this Clause shall confer or have the effect of conferring on the Buyer any additional right or rights not conferred by this Agreement against the Mortgagee. The obligations of the Mortgagee under this Clause shall cease six months from Completion. 18. ENTIRE AGREEMENT This Agreement (including all documents to be executed pursuant to this Agreement) contain the whole agreement between the Parties relating to the subject matter of this Agreement and no variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties to this Agreement. - 10 - 19. WAIVER 19.1 A waiver of any term, provision or condition of, or consent granted under, this Agreement shall be effective only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it is given. 19.2 No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 20. INVALIDITY If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction: (a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and (b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way. 21. NOTICES 21.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post: In the case of the Buyer to: Wexford Goldfields Limited c/ Bentsi-Enchill & Letsa 1st Floor Teachers' Hall Annex Education Loop (Off Barnes Road), Accra P.O. Box 1632, Accra, Ghana Fax: 00 233 21 226 129 Attention: Company Secretary In the case of the Mortgagee to: The Law Debenture Trust Corporation p.l.c. 5th Floor 100 Wood Street London EC2V 7EX Fax: 00 44 (0)207 606 0643 Attention: Trudi Elkington-Poole - 11 - and shall be deemed to have been duly given or made as follows: (a) if personally delivered, upon delivery at the address of the relevant Party; (b) if sent by first class post to an address within Ghana, ten Business Days after the date of posting; (c) if sent by first class post to an address outside Ghana, two Business Days after the date of posting; (d) if sent by air mail, five Business Days after the date of posting; and (e) if sent by fax, when despatched; provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made outside 9.00 a.m. - 5.00 p.m. on a Business Day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day. 21.2 A Party may notify the other Party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of Clause 21.1 provided that such notification shall only be effective: (a) on the date specified in the notification as the date on which the change is to take place; or (b) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given. 22. THIRD PARTY RIGHTS The terms of this Agreement may be enforced only by a Party to it and shall not create any rights in favour of any third parties whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise save and except for those granted to the Mortgagee. Notwithstanding any provision of this Agreement, the Parties do not require the consent of any third party to rescind or vary this Agreement at any time. 23. COUNTERPARTS This Agreement may be executed in any number of counterparts which together shall constitute the Agreement. Any Party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by all Parties. 24. GOVERNING LAW AND JURISDICTION 24.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall, except to the extent otherwise agreed by the Parties in writing, be governed by and construed in accordance with English law. - 12 - 24.2 Except to the extent otherwise agreed by the Parties in writing: (a) the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "DISPUTE"); (b) the Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary; (c) each Party irrevocably waives any objection which it may have now or hereafter to proceedings being brought in the courts of England, and any claim that proceedings have been brought in an inconvenient forum. Each Party further irrevocably agrees that a judgment in any proceedings in the courts of England shall be conclusive and binding upon each Party and may be enforced in the courts of any other jurisdiction. 24.3 Without prejudice to any other mode of service allowed under any relevant law, the Buyer and the Mortgagee: (a) each irrevocably appoints Law Debenture Corporate Services Limited of 5th Floor, 100 Wood Street, London EC2V 7EX respectively as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and (b) each agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned. If the appointment of a person mentioned in this Clause 24.3 ceases to be effective, the relevant Party shall immediately appoint another person in England as its agent for service of process in relation to any proceeding before the English courts in connection with this Agreement. If the relevant Party fails to do so (and such failure continues for a period of not less than 15 Business Days), the other Party shall be entitled to appoint such a person by notice to the relevant Party. IN WITNESS whereof this Agreement has been executed on the date first above written. - 13 - SCHEDULE 1 EXCLUSIONS 1. The interest in the Assets which the Mortgagee sells and the Buyer buys is such right, title and interest as the Mortgagee may have at the commencement of business on the date hereof. 2. Save as expressly provided in this Agreement the Assets are sold in their present state and condition, and whereabouts, and subject to all faults and to any extant lien, distraint, execution or detention, or claims of third parties over them or in respect of their use the cost of discharging or compromising any or all of which shall be for the account of the Buyer. The Buyer accepts that it has had opportunity to inspect the Assets, as have its advisers, and the Buyer acknowledges and agrees that it has satisfied itself as to the state and condition, and whereabouts of the Assets and as to their fitness for such purpose or purposes as the Buyer may intend to use them, and as to their correspondence with any description given or to be implied. 3. It is accepted that no reliance has been placed in regard to the matters referred to in Clause 10.1 of the Agreement on any statement, or silence, of the Mortgagee or of their respective employees, solicitors, advisers, valuers, agents, partners or representatives. 4. Any claim of the Buyer, or of any person claiming through it, against the Company or the Mortgagee shall not take effect otherwise than as an unsecured claim. 5. The exclusions of liability in this Schedule and this Agreement shall arise and continue notwithstanding the entry into receivership, administration or liquidation of the Mortgagee before or after the signing of this Agreement, and shall operate as waivers of any claims in tort as well as under the law of contract. Such exclusions shall be in addition to, and not in substitution for and notwithstanding any right of indemnity or relief otherwise available to the Mortgagee. They shall continue as well after as before completion of this Agreement in whole or in part. 6. Except as expressly provided in this Agreement, the Mortgagee shall not incur any liability to the Buyer by reason of any act or omission, or negligence or default, of any officer or employee, that expression including anyone under a contract for services, as well as of service, the Mortgagee whose services may be made available to the Buyer on a sub-contract basis from time to time. 7. Save as expressly provided in this Agreement nothing in this Agreement is to require either the Mortgagee or the Buyer to discharge in whole or in part any liability of the Company outstanding at Completion. 8. If any of the provisions of this Agreement is held not to be valid but would be valid if part of the wording were deleted or modified, then such provision shall apply with such modification as may be necessary to make it enforceable. 9. Nothing in this Agreement shall, in the absence of an express provision to the contrary herein contained, require the Mortgagee to carry out or continue to carry out - 14 - any arrangement or contract, whether single or of continuing effect, with third parties and whether in relation to the Mine or any of the Assets or otherwise - 15 - SCHEDULE 2 THE LEASE AND THE MINE A certified copy of the Lease has been delivered to the Buyer including full particulars of the Mine. - 16 - SCHEDULE 3 ASSETS All right, title and interest of the Mortgagee in all movable property for the purposes of the laws of Ghana including, but not limited to, each of the moveable items of plant and equipment detailed in the asset register forming Annexure 1 to this Agreement (but excluding all cash on and/or at bank other than the Transferred Cash), the Intellectual Property Rights, the Inventory, the Gold Inventory, the Cash Assets and each other moveable asset (for the avoidance of doubt for the purposes of the law of Ghana) other than the Excluded Assets owned by the Company as at the Completion Date. - 17 - ) SIGNED BY ) ) under power of attorney for and on ) behalf of WEXFORD GOLDFIELDS LIMITED - 18 - ) SIGNED BY ) for and on behalf of THE LAW DEBENTURE ) TRUST CORPORATION P.L.C. ) - 19 - ANNEXURE 1 ASSET REGISTER AS ATTACHED -20- EX-2.2 4 v84639exv2w2.txt EXHIBIT 2.2 Dated March 15, 2002 SATELLITE GOLDFIELDS LIMITED (IN RECEIVERSHIP) acting by its Receiver and Manager NII AMANOR DODOO (as the Company) (1) THE LAW DEBENTURE TRUST CORPORATION P.L.C. (as Mortgagee) (2) WEXFORD GOLDFIELDS LIMITED (as Buyer) (3) ---------------------------------------- AGREEMENT FOR THE SALE AND PURCHASE OF CERTAIN OF THE ASSETS OF SATELLITE GOLDFIELDS LIMITED ---------------------------------------- THIS AGREEMENT (this "AGREEMENT") is made on the 15th day of March 2002 (1) SATELLITE GOLDFIELDS LIMITED whose registered office is at 142 Nortei Ababei Loop, Ambassadorial Estates, Roman Ridge, Airport Residential Area, Accra, Ghana (the "COMPANY") acting by its receiver and manager Nii Amanor Dodoo of KPMG Accra, 2nd Floor, Mobil House, Liberia Road, Accra, Ghana (the "RECEIVER"); (2) THE LAW DEBENTURE TRUST CORPORATION P.L.C. of 5th Floor, 100 Wood Street, London EC2V 7EX (the "MORTGAGEE") as mortgagee pursuant to a Debenture dated 28 May 1998 (the "SECURITY") among the Company, Standard Bank London Limited and the Mortgagee (and each of the Company and the Mortgagee being a "SELLER"); and (3) WEXFORD GOLDFIELDS LIMITED whose registered office is at 142 Nortei Ababei Loop, Ambassadorial Estates, Roman Ridge, Airport Residential Area, Accra, Ghana (the "BUYER"). RECITALS (A) The Receiver was appointed as receiver and manager of the Secured Property (Receiver) on 30 November 2001 pursuant to the terms of the Security. (B) The Mortgagee has the power pursuant to the Security and by virtue of an order of the High Court of Ghana made on 4 February 2002 to sell the Secured Property (Mortgagee). (C) Each Seller has agreed to sell and the Buyer has agreed to purchase whatever right, title and interest such Seller may have in the Assets. (D) The Buyer is entering into this Agreement having made such inspection and investigation of the Assets as it thinks fit, on the basis of a purchase by the Buyer of the Assets "as is" and in full knowledge and acceptance of the terms and conditions of this Agreement and the Buyer acknowledges that, in particular (but without limitation), the price to be paid for the Assets has been calculated on the acknowledged basis of the terms and conditions of this Agreement and that since the Buyer is contracting with an insolvent company the terms and conditions of this Agreement are reasonable. 1. INTERPRETATION 1.1 In this Agreement the following words and expressions and abbreviations have the following meanings, unless the context otherwise requires: "APPROVAL" means the granting by the Bank of Ghana of an exchange control approval in respect of each of the matters specified in Schedule 4; "ASSET COMPLETION" means completion of the purchase of the Non-Regulated Assets by the Buyer; "ASSET COMPLETION DATE" means the date of this Agreement; "ASSETS" means: (a) in respect of the Company, the Secured Property (Receiver); and (b) in respect of the Mortgagee, the Secured Property (Mortgagee), except to the extent such assets have not been on or prior to the date of this Agreement been sold to the Buyer but shall not, in each case, include the Excluded Assets (and so that the expression "ASSET" shall mean any of the Assets); "BUSINESS" means the operation of the Wassa gold mine carried on by the Company as of the date of cessation of operations at the Mine subject to the Lease; "BUSINESS DAY" means any day which in Colorado, England and Ghana is neither a Saturday nor a Sunday nor a bank or other public holiday; "CASH ASSETS" means the Debts, all accepted bills or notes, cash in hand or at the bank, the benefit of all outstanding hedging contracts, gold boxed for shipment, in shipment, on hand and in the process of refinement; "CIL" means carbon in leach; "CIL DATE" means the earlier of: (a) the closing of funding (meaning receipt of first disbursement of funds) for the construction of the CIL Development; (b) the recommencement of Commercial Mining at the Mine; "CIL DEVELOPMENT" means the development of a CIL project at the Mine for the future processing of the ore produced at the Mine; "COMMERCIAL MINING" means production of gold at an annualised rate in excess of 30,000 ounces per annum for more than one month; "CONFIDENTIAL INFORMATION" means any information relating to the Business that is not publicly known; "COMPANY" is defined in the preamble; "COMPANY'S GROUP" means each of the Company, its holding companies, subsidiary undertakings and associated companies and any other subsidiary undertakings of any such holding companies, all of them and each of them as the context admits; "CONTRACTS" means the contracts entered into by the Company for the sale of goods and the provision of services by or to the Company in connection with the Business which at the Asset Completion Date remain to be performed in whole or in part by the Company (excluding for the avoidance of doubt, the Lease); "DEBTS" means the book and other debts owing to the Company at the Asset Completion Date in connection with the Business and all sums due or which with only the passing of time and the submission of invoices will become due to the Company under the Contracts whether invoiced or not up to and including the Asset Completion Date; - 2 - "DEFERRED CONSIDERATION" means the sum of $5 million; "EMPLOYEES" means all those employees of the Company as at the Asset Completion Date; "ESCROW ACCOUNT" means the account in the name of the Buyer opened for the purpose of securing all cash forming part of the Assets and the benefit of all subsequent sums received by the Buyer or the Company in its capacity as the Buyer's Agent following the Asset Completion; "EXCLUDED ASSETS" means the Shares, the Contracts and the lease of the Company's office in Accra; "FINANCE AGREEMENT" means the loan agreement and security documentation between the Senior Lenders (or any other lenders agreed by the Mortgagee and the Receiver) and the Company in the agreed form; "GOLD INVENTORY" means all gold held by the Company on the Asset Completion Date as gold lock up in ore stockpiles and heap leach pads, gold in solution ponds, gold on carbon, gold on cathodes and any other gold on the property not smelted and boxed ready for shipment to the refiner; "GOLD PRODUCTION" means the quantity of fine gold in troy ounces originating from the Mine that has been verified and reported on a refining statement for any period; "GOODWILL" means the goodwill of the Company in relation to the Business; "GOVERNMENT" means the duly constituted government of the Republic of Ghana or any political subdivision thereof, whether central, regional, district or local, or any judicial body, agency or instrumentality of any such government or political subdivision (and is deemed to include, for the purposes of any required approval to be obtained hereunder, the Bank of Ghana); "INITIAL ASSET SALE AGREEMENT" means the agreement entered into on March 1st, 2002 between each of the parties hereto for the transfer and sale of certain assets of the Company to the Buyer; "INITIAL CONSIDERATION" means the sum of $4 million less the Consideration as defined and payable under the Initial Asset Sale Agreement; "INTELLECTUAL PROPERTY RIGHTS" means the rights owned by the Company's Group and used exclusively in connection with the Business and to patents, trade marks, copyrights, designs, know-how and other similar rights (whether or not registered) and any applications for the protection or registration of such rights as at Asset Completion Date; "INTERIM ACTIVITIES" means the care and maintenance of the Assets (including for the avoidance of doubt the irrigation of the leach pads at the Mine, the processing and sale of any resultant gold) during the term of the Company's agency under clause 6.6; "INVENTORY" means all inventory owned by the Company at the Asset Completion Date; - 3 - "LEASE" means the lease dated 17 September 1992 between the Government of Ghana and the Company and with the registration number 2033/1994, particulars of which are set out in Schedule 2; "LEASE ASSIGNMENT" means the formal instrument of assignment of the Lease in the agreed form between the Buyer and the Mortgagee; "LEASE COMPLETION" means completion of the transfer of the Lease by the Mortgagee to the Buyer; "LEASE COMPLETION DATE" means the date falling three Business Days after the date upon which: (a) the Buyer has served notice in writing confirming that all necessary Government consents have been obtained or procured; and (b) the Mortgagee has served notice in writing confirming that all necessary court orders, in each case, required for the transfer of the Lease have been granted or obtained; "LOAN NOTE" means the non-interest bearing $15,000,000 loan note due 2999 to be issued by the Buyer; "MINE" means the Wassa gold mine, located in South West Ghana on the Wassa shear zone, particulars of which are set out in Schedule 2; "MORTGAGEE CONSIDERATION" means the sum of the Initial Consideration and the Deferred Consideration less the Receiver Consideration to be paid to the Mortgagee by the Buyer in respect of the Secured Property (Mortgagee); "NON-REGULATED ASSETS" means all of the Assets other than the Leases; "PARTIES" means each of the Sellers and the Buyer and "PARTY" shall mean any one of them; "RECEIVER CONSIDERATION" means the fair market value of the Secured Property (Receiver) as determined by the Valuer in accordance with Clause 6 and to be paid to the Receiver by the Buyer in respect of the Secured Property (Receiver); "RELATED PERSONS" means in relation to any party its holding companies and the subsidiary undertakings from time to time of any such holding companies, all of them and each of them as the context admits; "ROYALTY AGREEMENT" means the agreement in the agreed form providing for the payment of royalties by the Buyer to the Mortgagee with regards to all Gold Production at the Mine from the Asset Completion Date; "SECURED PROPERTY (MORTGAGEE)" means the property and rights specified in Part B of Schedule 3; "SECURED PROPERTY (RECEIVER)" means each of the property and rights specified in Part A of Schedule 3; - 4 - "SELLERS" means the Company and the Mortgagee and each shall be a "SELLER"; "SENIOR LENDERS" means Standard Bank, Bayerische Hypo-und Vereinsbank AG, Dresdner Bank AG and Fortis Bank NV/SA; "SHARES" means 90% of the issued capital of the Buyer; "STANDARD BANK" means Standard Bank London Limited; "TERMINATION DATE" means the date of termination of the Company's agency specified in a notice served by the Buyer under Clause 7.5(a); and "TRANSFERRED CASH" means the sum of $1 to be transferred by the Company to the Buyer as part of the Assets. "VALUER" means Ronan Stack of ATS Real Watheralls, 22 Chancery Lane, London WC2A 1LT. 2. INTERPRETATION 2.1 In this Agreement: (a) any reference to any statute or statutory provision shall include any statute or statutory provision which amends or replaces, or has amended or replaced, it, and vice versa, and shall include any rules, regulations or subordinate legislation made under the relevant statute provided however that, as between the Parties, no such amendment or replacement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of any Party; (b) a person shall be deemed to be connected or associated with another if that person is an associate of the other within the meaning of Section 435 of the Insolvency Act 1986; (c) a document specified to be in the "AGREED FORM" is a reference to that document in the form approved and signed by or on behalf of each Party for the purpose of identification; (d) the expressions "ACCOUNTING REFERENCE DATE", "ALLOTMENT", "BODY CORPORATE", "DEBENTURES", "HOLDING COMPANY", "SUBSIDIARY", "SUBSIDIARY UNDERTAKING" and "WHOLLY OWNED SUBSIDIARY" shall have the meaning giving in the Companies Act 1985; (e) reference to a "COMPANY" shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established; (f) references to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of and Schedules to this Agreement; - 5 - (g) use of any gender includes the other genders; (h) references to a "PERSON" shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); (i) any reference to a "DAY" (including within the phrase "BUSINESS DAY") shall mean a period of 24 hours running from midnight to midnight; (j) a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this Agreement) at any time; (k) headings and titles are for convenience only and do not affect the interpretation of this Agreement; (l) a reference to any statute statutory instrument, regulation, bylaw or other requirement of English law or any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be treated as a reference to that which most nearly approximates in that jurisdiction to the relevant requirement of English law or English legal term; (m) general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; and (n) a reference to "$" or "DOLLARS" shall be a reference to the lawful currency of the United States of America. 3. SALE AND PURCHASE OF THE ASSETS 3.1 The Company shall sell and the Buyer shall purchase such right, title and interest as the Company may have in and to the Secured Property (Receiver) with effect from the Asset Completion Date. 3.2 The Mortgagee shall sell and the Buyer shall purchase such right, title and interest as the Mortgagee may have in the Secured Property (Mortgagee) with effect from the Lease Completion Date. 3.3 Subject to the terms of Clause 7.5, as and from the Asset Completion Date, the Buyer shall be responsible for the Interim Activities and the Sellers shall have no liability in respect thereof other than such liability as may arise pursuant to the terms of Clause 7.5 and, save as expressly provided in this Agreement, the Buyer shall pay all monies, taxes, rent, expenses and outgoings accruing or incurred in connection with the Interim Activities. For the avoidance of doubt nothing in this Agreement shall impose any liability upon the Buyer for any liability of either Seller existing prior to the Asset Completion Date. - 6 - 4. CONSIDERATION PAYABLE BY THE BUYER 4.1 The consideration for the Assets shall be the sum of: (a) the Initial Consideration payable in accordance with Clause 4.2, which shall be satisfied in cash; (b) the Deferred Consideration payable on the CIL Date, which shall be satisfied in cash; (c) the issue by the Buyer to the Company of the Loan Note, which shall be issued on the date specified under Clause 4.2; and (d) the obligations of the Buyer under the Royalty Agreement, which shall be entered into on the date hereof. 4.2 Subject to Clause 6, the Initial Consideration shall be paid and the Buyer shall issue the Loan Note to the Mortgagee on: (a) that day falling three calendar months after the date of this Agreement; or (b) such earlier date as the Buyer may in its absolute discretion determine; PROVIDED THAT such date shall not in any case be on or before the day on which the Approval has been granted. 4.3 All sums payable by cash to the Mortgagee shall be paid by CHAPS transfer to such account of the Mortgagee as the Mortgagee has notified in writing is to be used for the purpose of such payment and shall be paid without deduction, withholding, set-off or counterclaim whatsoever. 4.4 All sums payable by cash to the Company shall be paid by CHAPS transfer to such account of the Company as the Receiver has notified in writing is to be used for the purpose of such payment and shall be paid without deduction, withholding, set-off or counterclaim whatsoever. 4.5 If any payment falls due on a day which is not a Business Day, payment shall be made on the following Business Day. 4.6 All sums payable under this Agreement shall be paid without deduction, withholding, set-off or counterclaim whatsoever. 4.7 The Mortgagee undertakes that it shall enter into such subordination arrangements with respect to the Loan Note and this Agreement as the lenders party to the Finance Agreement may at any time require. 5. COMPLETION 5.1 The Asset Completion shall take place on the Asset Completion Date at the offices of Bentsi Enchill & Letsa. - 7 - 5.2 At the Asset Completion the Buyer shall deliver to the Mortgagee: (a) the Loan Note; (b) evidence in a form satisfactory to the Sellers that the Government of the Republic of Ghana holds not less than a 10% shareholding in the equity of the Buyer; (c) an executed copy of the Royalty Agreement; and (d) an executed copy of the Finance Agreement. 5.3 On the Asset Completion Date and upon receipt of each of the documents referred to under Clause 5.2, the Company and the Receiver shall deliver or give possession of the Secured Property(Receiver) to the Buyer, together with a certified copy of the instrument of appointment of the Receiver. 6. VALUATION OF THE CONSIDERATION 6.1 The Receiver and the Buyer shall procure that the Valuer shall prepare and deliver to the Receiver and the Buyer for review a draft valuation of the fair market value of the Secured Property (Receiver) as at the date hereof as soon as practicable following execution of this Agreement and in any case within the period of 30 business days thereafter (the "DRAFT VALUATION CERTIFICATE"); 6.2 The Receiver and the Buyer shall be entitled to examine all the working papers and other data and records relating to the preparation of the Draft Valuation Certificate with a view to satisfying themselves that it has been duly prepared in accordance with this Agreement. Each of the Receiver and the Buyer shall then within ten Business Days following the Draft Valuation Certificate either:- 6.2.1 confirm in writing to the other parties to this Agreement that it agrees that the Draft Valuation Certificate has been duly prepared and determined in accordance with this Agreement; or 6.2.2 give notice in writing to the other parties to this Agreement why it is unable so to confirm. 6.3 If the Receiver or the Buyer fail to so confirm or to give such notice in accordance with Clause 6.2, the Draft Valuation Certificate shall be conclusively deemed to have been accepted and agreed by the relevant party. 6.4 If the Receiver or the Buyer gives notice in accordance with Clause 6.2.2, the Valuer shall give consideration to the reasons which have been submitted in any such notice, (the "SUBMISSIONS") and shall determine the Draft Valuation Certificate finally within the period of 14 Business Days of the expiry of the period specified under Clause 6.2. In making such determination the Valuer shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The parties shall procure that the Valuer is allowed access to such working - 8 - papers and other data and records as he may reasonably request for the purposes of making such determination. 7. THE MINE 7.1 The Buyer shall be responsible for procuring all necessary third party, Government or other regulatory consents required by the Buyer for the formal assignment of the Lease and in order to be permitted to operate the Mine following the Lease Completion Date. The Company shall use its reasonable endeavours to assist the Buyer in procuring the assignment of the Lease including taking all reasonable steps necessary to procure any order of the High Court of Ghana that is required to permit the transfer of the Assets and the Lease as contemplated by the terms of this Agreement. 7.2 Upon obtaining all necessary consents for the assignment of the Lease, the Buyer shall serve notice in writing of this fact upon the Sellers. 7.3 The Lease Completion shall occur on the Lease Completion Date at the offices of Bentsi Enchill & Letsa. At the Lease Completion the Buyer shall: (a) deliver evidence satisfactory to the Sellers of the procurement of each of the Government consents required for the transfer of the Lease; (b) pay the Initial Consideration in the manner prescribed by Clause 4.3; and (c) deliver an executed copy of the Lease Assignment. 7.4 On the Lease Completion Date, and upon receipt of the documents referred to under Clause 7.3, the Mortgagee shall deliver an executed copy of the Lease Assignment and deliver or give possession of the Secured Property (Mortgagee) owned by it to the Buyer, together with a certified copy of the order of the High Court of Ghana made on 4 February 2002 authorising sale of the Secured Property (Mortgage). 7.5 As and from the Asset Completion Date: (a) the Parties agree that the Company shall continue to carry out the Interim Activities on behalf of the Buyer as the agent of the Buyer. The Buyer shall be entitled to terminate the agency of the Company at any time by delivery of notice in writing. The Buyer shall indemnify the Company with respect to the costs, expenses and outgoings incurred by the Company in respect of the carrying out of the Interim Activities during the term of the Company's agency under this Clause 7.5(a) and (b) the Buyer shall deposit all cash sums forming part of the Assets and all further cash sums received by the Buyer, or by the Company as agent for the Buyer, in connection with the Cash Assets or the carrying out the Interim Activities in the Escrow Account. The Buyer shall be entitled to draw from the Escrow Account and pay to the Company any sum necessary to meet its obligation to indemnify the Company pursuant to Clause 7.5(a). 7.6 All necessary apportionments in relation to the costs, expenses and outgoings incurred by either Seller in respect of the operation of the Business and the Mine prior to the - 9 - Asset Completion Date will be made with effect as from the Asset Completion Date on a normal accounting basis and any sums due by one Party to any other in respect of any such apportionment shall be paid immediately as and when the same shall be ascertained. 7.7 In consideration of the Company acting as the Buyer's agent as specified under Clause 7.5, on the Termination Date the Buyer shall pay a fee to the Company equal to the value of the Cash Assets held by the Buyer on the Termination Date, less the sum total of all liability for interest, expenses and other indemnities of the Buyer under the Finance Agreement (or any loan agreement entered into pursuant thereto or in connection therewith) on that date (provided that such fee shall not, for the avoidance of doubt, be less than zero), by the release of all monies held by the Buyer in the Escrow Account, or in the case of any Cash Asset not constituted by cash causing that Asset to be delivered or formally assigned to the Mortgagee. 7.8 The Company shall be entitled to attempt to sell the Excess Inventory during the period between the Asset Completion Date and the Termination Date. During such period the Company and the Buyer agree that the Buyer shall have a right of first refusal in respect of any of the Excess Inventory for which the Company has identified a third party purchaser and a sale price. To the extent that the Company continues to beneficially own any of the Excess Inventory on the Termination Date, the Company agrees to transfer such Excess Inventory to the Buyer in consideration of the payment in cash of the sum of $1. 8. THIRD PARTY ITEMS AND RETENTION OF TITLE 8.1 The Buyer hereby acknowledges that it may be given possession of certain assets pursuant to the terms of this Agreement which are subsequently found by the Buyer not to be beneficially owned by either Seller. In respect of such assets, the Buyer undertakes that it will not hold itself out following discovery of such fact as the owner of such assets nor sell, offer for sale, assign, discharge, pledge, create or permit the creation of a lien on or otherwise deal with such assets and that it will keep such assets in its possession and in as good repair and condition they were in when such claim or fact came to its notice. The Buyer further undertakes that it will deliver possession of such assets to the Company (acting by the Receiver) or the owners of such assets forthwith on demand and the Buyer agrees to indemnify and keep each Seller and the Receiver fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising in connection with any breach by the Buyer of its obligations under this Clause. 8.2 If any of the assets which are subject to the terms and conditions of this Agreement are effected by any claim for a lien, charge or retention of title arising by reason of the conditions of sale and purchase under which the Company agreed or purported to purchase the same and such claim(s) are advised to be valid by either Seller's solicitors, then, upon such Seller or the Receiver communicating such advice to the Buyer, the Buyer shall, at its option, either: (a) discharge such claim forthwith by paying the relevant person therefore; or (b) deliver the assets (which are the subject of such claim) forthwith to the relevant person, - 10 - and shall, in any event, indemnify and keep each of the Sellers and the Receiver fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising in connection with any breach by the Buyer of its obligations under this Clause. It is agreed, for the avoidance of doubt, that in no event shall the Buyer have any right to a refund in respect of any item affected by this Clause nor any right of rescission. 9. EMPLOYEES 9.1 The Company and the Buyer hereby agree and acknowledge that the contracts of employment of the Employees shall neither transfer to the Buyer nor be terminated by the sale and purchase of the Assets hereunder but shall continue until terminated by the Company at its sole discretion. 9.2 The Company will indemnify and keep the Buyer fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising in connection with any claim for or in respect of wrongful or unfair dismissal or redundancy or otherwise in respect of the employment of the Employees by the Company. 10. GOODWILL Subject to Clause 7.5, the Buyer acknowledges that the name "WASSA" and the rights therein (including without prejudice to the generality of the foregoing the right to use the name "WASSA" in relation to the Business and the Contracts) is not the property of either Seller and that accordingly any use of the name "WASSA" by the Buyer shall be at the Buyer's own risk. Notwithstanding the foregoing provisions of this Clause 10 the Sellers shall not after the Termination Date use the name "WASSA" in connection with the carrying on of any business. 11. EXCLUSION OF WARRANTIES 11.1 Save for the provisions of Clause 11.6, all other representations, warranties and conditions, express or implied and whether statutory or otherwise are expressly excluded (including without limitation, warranties and covenants for or as to title of the Assets, freedom from encumbrances, quiet possession, further assurance, satisfactory quality, fitness or purchase and description) in relation to the sale of the Assets hereunder. It is agreed by the Buyer that the provisions of this Agreement are fair and reasonable in the context of a sale of the business and assets of an insolvent company and particularly having regard to the following matters, namely: (a) that the Company, the Receiver and the Mortgagee have specifically informed the Buyer that the Buyer must rely absolutely on its own opinion and/or that of its professional advisers concerning the Business, the Assets, the Mine and the Lease and the quality, state and condition of the same, their fitness and/or suitability for any purpose, the possibility that some or all of them may have defects not apparent on inspection and examination (which could render it inappropriate that they should be described as they are in fact described in this Agreement) or the reasons that the Buyer has or should have for purchasing the Business, the Mine, the Lease and the Assets and the use to which the Buyer intends or should intend to put them; - 11 - (b) that the Buyer has, and has informed the Company, the Receiver and the Mortgagee that they have, skilled professional advice available to it concerning the Business and the Assets and the matters referred to in sub-clause 11.1(a) above, that it is on the basis of this advice that the Buyer has agreed to purchase the Business, the Mine, the Lease and the Assets on an "as is" basis for a consideration calculated to take into account (inter alia) the risk to the Buyer represented by this Agreement, the Company, the Mortgagee and the Receiver making it clear that on any other basis they would not have agreed to sell the same except for a much higher consideration; (c) that the Buyer and its professional advisers have been given every opportunity it or they may wish to examine and inspect the Mine and all or any of the Assets and all or any books, records and documents relating thereto; and (d) that the Company is insolvent and faces the constraints of selling necessarily imposed on it in those circumstances; and (e) that the knowledge of the Assets available to: (i) the Receiver and its partners, staff and advisers; and (ii) the Mortgagee and its staff, agents and advisers, is in each case, necessarily limited. 11.2 The Buyer acknowledges, for the avoidance of doubt, that if it shall be found that the either Seller does not have title or unencumbered title to any or all of the Assets this shall not be a ground for rescinding, avoiding or varying any or all of the provisions hereof or for the recovery of any or all of the consideration paid by the Buyer hereunder. 11.3 The exclusion of liability set out in this clause shall arise and continue notwithstanding the termination of the agency of the Receiver before or after the signing of this Agreement and shall operate in favour of each of the Receiver and the Mortgagee as waivers of any claims in tort as well as under the law of contract and such exclusions shall be in addition to and not in substitution for and notwithstanding any right of indemnity or relief otherwise available to either Seller and/or the Receiver. 11.4 The Buyer accepts and agrees that it shall be its responsibility and at its expense to apply for and obtain all necessary or appropriate licences, protection orders, legally required consents, permits and rights to use or have the benefit of the Assets and the Buyer undertakes to indemnify and keep each Seller and the Receiver fully and effectively indemnified against all claims, costs, demands, liabilities, actions and expenses of whatsoever nature and howsoever arising by reason of any infringement of any third party rights in the course of the use of the Assets by the Buyer in breach of any duty or requirement of whatever kind or howsoever and whenever arising. 11.5 Nothing in this Agreement shall operate to restrict or affect in any way any right of the Receiver to an indemnity or to a lien whether under Section 44 or Section 234 of the Insolvency Act 1988 or otherwise howsoever - 12 - 11.6 The Receiver is entering into and signing this Agreement as agent for the Company and (subject only to the provisions of Clause 12 and any breach thereof) shall incur no personal liability whatsoever in respect of any matter referred to in this Agreement and, without prejudice to the generality of the foregoing, in respect of any of the obligations undertaken by either Seller or in respect of any failure on the part either Seller to observe, perform or comply with any such obligations or in relation to any associated arrangements or negotiations whether such liability would arise under Section 44 of the Insolvency Act 1986 or otherwise howsoever. 11.7 For the avoidance of doubt: (a) the exclusions and limitations in Schedule 1 shall also apply to this Agreement; (b) the liability and obligations of each of the Sellers under this Agreement shall be several only in their nature; and (c) in no circumstances shall the liability of the Receiver or the Mortgagee arising out of or in connection with this Agreement exceed the consideration paid by the Buyer for the Secured Property (Receiver) in the case of the Receiver and for the Secured Property (Mortgagee) in the case of the Mortgagee. 12. BOOKS AND RECORDS Title to the books, documents, files and records of either Seller is not the subject of any sale or assignment to the Buyer hereunder. For a period of 18 months from the Asset Completion Date or until such time as the Company goes into liquidation or, if earlier, at all reasonable times during usual business hours on prior reasonable written notice having been given by the Buyer to the Company, the Receiver or any subsequently appointed liquidator, the Buyer shall be given reasonable access by the Company to such records and documents relating to the Business as the Buyer may reasonably require for inspection and use by the Buyer. During such period the Buyer shall be entitled to take and retain such copies and compile such extracts from such records at its own expense as it may reasonably require in order to properly carry on the Business following the Asset Completion Date and subject to honouring any applicable confidentiality obligations. The Company and the Receiver undertake not to destroy any books, documents, files and records of either Seller without first giving 30 days notice in writing to the Buyer of their intention to do so. 13. CONFIDENTIAL INFORMATION 13.1 The Company shall not and shall procure that no other member of the Company's Group shall use or disclose to any person any Confidential Information. 13.2 Clause 13.1 does not apply to: (a) disclosure of Confidential Information to or at the written request of the Buyer; (b) use or disclosure of Confidential Information required to be disclosed by law, the Dublin Stock Exchange, the rules or standards of the London Stock - 13 - Exchange, the listing rules of the UK Listing Authority or any other regulatory body; (c) disclosure of Confidential Information to professional advisers for the purpose of advising the Company or the Receiver; or (d) Confidential Information which is in the public domain other than by the Company's breach of Clause 13.1. 14. ANNOUNCEMENTS 14.1 No Party shall disclose the making of this Agreement nor its terms nor any other agreement referred to in this Agreement (except those matters set out in the press release in the agreed form) unless agreed in writing by the other Parties (such agreement not to be unreasonably withheld) and each Party shall procure that each of its Related Persons shall not make any such disclosure without the prior consent of the other Parties unless disclosure is: (a) to its professional advisers; or (b) required by law; or (c) required by the rules or standards of the London Stock Exchange, the Dublin Stock Exchange or the Listing Rules of the UK Listing Authority or the rules and requirements of any other regulatory body and disclosure shall then only be made by that Party: (i) after it has taken all such steps as may be reasonable in the circumstances to agree the contents of such announcement with the other Parties before making such announcement and provided that any such announcement shall be made only after notice to the other Parties; and (ii) to the person or persons and in the manner required by law or the rules of the Dublin Stock Exchange, the London Stock Exchange or the UK Listing Authority or such other regulatory body or as otherwise agreed between the Parties. 14.2 The restrictions contained in Clause 14.1 shall apply without limit of time. 15. ASSIGNMENT 15.1 This Agreement is personal to the Parties and accordingly, subject to Clauses 15.2 to 15.4, the Buyer may not without the prior written consent of the Sellers assign, transfer or declare a trust of the benefit of all or any of the Buyer's obligations nor any benefit arising under this Agreement. 15.2 Following Completion, the Buyer shall be entitled to charge and/or assign the benefit of all (but not part) of its rights under this agreement (the "RIGHTS") (in each case by way of security) to a bank or financial institution that provides facilities to the Buyer or acts as facility agent and security trustee or security agent by way of security for the indebtedness of the Buyer incurred in connection with the acquisition of the - 14 - Business and Assets (provided always that the Buyer shall procure that the Rights may not be further charged or assigned to any third party except pursuant to Clause 15.3 below). 15.3 The person to whom the Rights have been charged or assigned in accordance with Clause 15.2 above or any administrative receiver appointed by it or other person appointed to enforce any such security may charge or assign all but not part of the Rights to any third party for the purpose of or in connection with such enforcement. 15.4 The Company has charged and/or assigned the benefit of all of its rights (but none of its obligations) under this Agreement, the Loan Note and the Royalty Agreement to the Mortgagee and the Buyer hereby acknowledges and consents such charge and assignment. 16. COSTS Unless expressly otherwise provided in this Agreement each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses in connection with the sale and purchase of the Assets. 17. EFFECT OF COMPLETION The terms of this Agreement (insofar as not performed at the Asset Completion Date and subject as specifically otherwise provided in this Agreement) shall continue in force after and notwithstanding the Asset Completion. 18. FURTHER ASSURANCES Following the Asset Completion Date, each Seller shall, at the sole expense of the Buyer and subject to the provisions of this Agreement, execute such further assurances and do such further acts and things (insofar as it may be reasonably able and empowered so to do) as shall be reasonably necessary for the purpose of transferring to the Buyer all of such Seller's right, title and interest in and to the Assets provided that this shall not oblige such Seller to become a party to any litigation or arbitration proceedings and provided further that no document executed pursuant to this Clause shall confer or have the effect of conferring on the Buyer any additional right or rights not conferred by this Agreement against such Seller. The obligations of each Seller under this Clause shall cease six months from the Asset Completion Date. 19. ENTIRE AGREEMENT This Agreement (including all documents to be executed pursuant to this Agreement) contain the whole agreement between the Parties relating to the subject matter of this Agreement and no variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties to this Agreement. 20. WAIVER 20.1 A waiver of any term, provision or condition of, or consent granted under, this Agreement shall be effective only if given in writing and signed by the waiving or - 15 - consenting Party and then only in the instance and for the purpose for which it is given. 20.2 No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 21. INVALIDITY If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction: (a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and (b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way. 22. NOTICES 22.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post: In the case of the Buyer to: Wexford Goldfields Limited c/ Bentsi-Enchill & Letsa 1st Floor Teachers' Hall Annex Education Loop (Off Barnes Road), Accra P.O. Box 1632, Accra, Ghana Fax: 00 233 21 226 129 Attention: Company Secretary In the case of the Company to: Satellite Goldfields Limited 142 Nortei Ababei Loop Ambassadorial Estates Roman Ridge, Airport Residential Area Accra, Ghana Tel: 00 233 21 762 305 Attention: Company Secretary In the case of the Receiver to: KPMG Accra - 16 - 2nd Floor, Mobil House Liberia Road Accra, Ghana Fax: 00 592 2 278 824 Attention: Nii Amanor Dodoo In the case of the Mortgagee to: The Law Debenture Trust Corporation p.l.c. 5th Floor 100 Wood Street London EC2V 7EX Fax: 00 44 (0)207 606 0643 Attention: Trudi Elkington-Poole and shall be deemed to have been duly given or made as follows: (a) if personally delivered, upon delivery at the address of the relevant Party; (b) if sent by first class post to an address within Ghana, ten Business Days after the date of posting; (c) if sent by first class post to an address outside Ghana, two Business Days after the date of posting; (d) if sent by air mail, five Business Days after the date of posting; and (e) if sent by fax, when despatched; provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made outside 9.00 a.m. - 5.00 p.m. on a Business Day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day. 22.2 A Party may notify the other Party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of Clause 22.1 provided that such notification shall only be effective: (a) on the date specified in the notification as the date on which the change is to take place; or (b) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given. 23. THIRD PARTY RIGHTS The terms of this Agreement may be enforced only by a Party to it and shall not create any rights in favour of any third parties whether under the Contracts (Rights of Third - 17 - Parties) Act 1999 or otherwise save and except for those granted to the Receiver, the Senior Lenders or the Mortgagee. Notwithstanding any provision of this Agreement, the Parties do not require the consent of any third party to rescind or vary this Agreement at any time. 24. COUNTERPARTS This Agreement may be executed in any number of counterparts which together shall constitute the Agreement. Any Party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by all Parties. 25. GOVERNING LAW AND JURISDICTION 25.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall, except to the extent otherwise agreed by the Parties in writing, be governed by and construed in accordance with English law 25.2 Except to the extent otherwise agreed by the Parties in writing: (a) the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "DISPUTE"); (b) the Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary; (c) each Party irrevocably waives any objection which it may have now or hereafter to proceedings being brought in the courts of England, and any claim that proceedings have been brought in an inconvenient forum. Each Party further irrevocably agrees that a judgment in any proceedings in the courts of England shall be conclusive and binding upon each Party and may be enforced in the courts of any other jurisdiction. 25.3 Without prejudice to any other mode of service allowed under any relevant law, the Buyer and the Company: (a) each irrevocably appoints Law Debenture Corporate Services Limited of 5th Floor, 100 Wood Street, London EC2V 7EX respectively as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and (b) each agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned. If the appointment of a person mentioned in this Clause 25.3 ceases to be effective, the relevant Party shall immediately appoint another person in England as its agent for service of process in relation to any proceeding before the English courts in connection with this Agreement. If the relevant Party fails to do so (and such failure - 18 - continues for a period of not less than 15 Business Days), the other Party shall be entitled to appoint such a person by notice to the relevant Party. IN WITNESS whereof this Agreement has been executed on the date first above written. - 19 - SCHEDULE 1 EXCLUSIONS 1. The interest in the Assets which either Seller sells and the Buyer buys is such right, title and interest as such Seller may have at the commencement of business on the date hereof. 2. Save as expressly provided in this Agreement the Assets are sold in their present state and condition, and whereabouts, and subject to all faults and to any extant lien, distraint, execution or detention, or claims of third parties over them or in respect of their use the cost of discharging or compromising any or all of which shall be for the account of the Buyer. The Buyer accepts that it has had opportunity to inspect the Mine and the Assets, as have its advisers, and the Buyer acknowledges and agrees that it has satisfied itself as to the state and condition, and whereabouts of the Assets and as to their fitness for such purpose or purposes as the Buyer may intend to use them, and as to their correspondence with any description given or to be implied. The Mine and the Assets are acquired by the Buyer on the basis that it is deemed to be aware for all purposes of the presence of any buildings or structure thereon, and of the presence, position or absence of drains, services, cables, sewers, tanks, tunnels, wayleaves, easements, quasi-easements, rights of light and way and any obligation to give vacant possession is modified accordingly. 3. It is accepted that no reliance has been placed in regard to the matters referred to in Clause 10.1 of the Agreement on any statement, or silence, of the Company, the Mortgagee, the Receiver or of any of their respective employees, solicitors, advisers, valuers, agents, partners or representatives. 4. Any claim of the Buyer, or of any person claiming through it, against the Company shall not take effect otherwise than as an unsecured claim. 5. The exclusions of liability in this Schedule and this Agreement shall arise and continue notwithstanding the entry into receivership, administration or liquidation of either Seller before or after the signing of this Agreement, and shall operate as waivers of any claims in tort as well as under the law of contract. Such exclusions shall be in addition to, and not in substitution for and notwithstanding any right of indemnity or relief otherwise available to either Seller and/or Receiver. They shall continue as well after as before completion of this Agreement in whole or in part. 6. Save as expressly provided in this Agreement the Buyer accepts and agrees that it shall be its responsibility and at its expense, to apply for and obtain all necessary or appropriate licences and rights to use the Lease and to operate the Mine, and undertakes to indemnify each Seller and the Receiver against any claim by reason of the infringement of any third party's rights in the course of use of the Lease and the Mine by or on behalf of the Buyer. 7. Except as expressly provided in this Agreement, neither Seller nor the Receiver shall not incur any liability to the Buyer by reason of any act or omission, or negligence or default, of any officer or employee, that expression including anyone under a contract for services, as well as of service, of a Seller or the Receiver whose services may be made available to the Buyer on a sub-contract basis from time to time. 8. Save as expressly provided in this Agreement nothing in this Agreement is to require either Seller, the Receiver or the Buyer to discharge in whole or in part any liability of the Company outstanding at the Asset Completion Date. 9. If any of the provisions of this Agreement is held not to be valid but would be valid if part of the wording were deleted or modified, then such provision shall apply with such modification as may be necessary to make it enforceable. 10. Nothing in this Agreement shall, in the absence of an express provision to the contrary herein contained, require either Seller to carry out or continue to carry out any arrangement or contract, whether single or of continuing effect, with third parties and whether in relation to the Mine or any of the Assets or otherwise. - 2 - SCHEDULE 2 THE LEASE AND THE MINE A certified copy of the Lease has been delivered to the Buyer including full particulars of the Mine. SCHEDULE 3 PART A SECURED PROPERTY (RECEIVER) Each of the moveable items of plant and equipment owned by the Company (but excluding all cash on and/or at bank other than the Transferred Cash), the Intellectual Property Rights, the Gold Inventory, the Cash Assets and each other asset which is a moveable asset for the purposes of the law of Ghana (other than the Excluded Assets) owned by the Company as at the Asset Completion Date. SCHEDULE 3 PART B SECURED PROPERTY (MORTGAGEE) All right, title and interest of the Sellers in the Lease and the Mine together with all immovable property for the purposes of the laws of Ghana contained in the Asset Register forming Annexure 1 to this Agreement. SCHEDULE 4 1. The purchase by Wexford Goldfields Limited of Satellite Goldfields Limited's assets for US$ 9 Million under the terms of this Agreement; 2. The receipt by Wexford Goldfields Limited of disbursements under the Finance Agreement; 3. The repayment by Wexford Goldfields Limited in foreign currency of the principal, interest, fees, costs and charges arising thereunder; 4. The operation and maintenance by Wexford Goldfields Limited of an offshore account to make payments referred to under paragraph 3; 5. The payment by Wexford Goldfields Limited of the royalty payments in US Dollars to Satellite Goldfields Limited under the Royalty Agreement; 6. The general performance by Wexford Goldfields Limited of its obligations under the terms of this Agreement, the Finance Agreement and the Royalty Agreement; 7. The transfer by Satellite Goldfields Limited of its shareholding in Wexford Goldfields Limited to Wasford Holdings Limited ("the Shares"); 8. The purchase by Wasford Holdings Limited of the Loan Note; and 9. The deposit by Wasford Holdings Limited of the certificate in relation to the Shares with Standard Bank London Limited and following an Event of Default (as defined under the Finance Agreement) to transfer the Shares to Standard Bank London Limited or its nominee. - 2 - ) SIGNED BY ) for and on behalf of SATELLITE ) GOLDFIELDS LIMITED in the presence of:- ) SIGNED BY ) ) under power of attorney for and on ) behalf of WEXFORD GOLDFIELDS LIMITED ) in the presence of:- SIGNED BY ) for and on behalf of THE LAW DEBENTURE ) TRUST CORPORATION P.L.C. in the ) presence of:- ) ANNEXURE 1 ASSET REGISTER - 2 - EX-2.3 5 v84639exv2w3.txt EXHIBIT 2.3 Dated June 26, 2002 WEXFORD GOLDFIELDS LIMITED as the Borrower ANY OTHER OBLIGOR PARTY HERETO FROM TIME TO TIME each as an additional Obligor STANDARD BANK LONDON LIMITED as the Facility Agent STANDARD BANK LONDON LIMITED as the Security Trustee and THE LAW DEBENTURE TRUST CORPORATION PLC together with any other person party hereto as a Royalty Holder as the Royalty Holders ----------------------------------------------- COMMON TERMS AGREEMENT for WASSA GOLD PROJECT ----------------------------------------------- Mayer, Brown, Rowe & Maw 11 Pilgrim Street London EC4V 6RW TABLE OF CONTENTS

PAGE 1. DEFINITIONS......................................................................1 2. DEVELOPMENT OF PROJECT..........................................................23 3. PROJECT ACCOUNTS................................................................27 4. REPRESENTATIONS AND WARRANTIES..................................................30 5. COVENANTS.......................................................................37 6. NEGATIVE COVENANTS..............................................................47 7. EVENTS OF DEFAULT...............................................................52 8. INTERCREDITOR PROVISIONS........................................................56 9. MEETINGS........................................................................59 10. FINANCE PARTY ACTION FOLLOWING DEFAULTS OR EVENTS OF DEFAULT....................59 11. PRO RATA SHARING................................................................61 12. SECURITY AND SECURITY TRUSTEE PROVISIONS........................................62 13. TRANSFERS.......................................................................77 14. FEES AND LATE PAYMENTS..........................................................78 15. MISCELLANEOUS...................................................................79 16. ACCESSION OF OTHER PARTIES......................................................85 17. ROLE OF THE LAW DEBENTURE TRUST CORPORATION P.L.C...............................85

SCHEDULE 1 DISCLOSURE SCHEDULE SCHEDULE 2 SECURITY TRUSTEE DEED OF ACCESSION SCHEDULE 3 OBLIGOR DEED OF ACCESSION SCHEDULE 4 ROYALTY HOLDER DEED OF ACCESSION SCHEDULE 5 FACILITY AGENT DEED OF ACCESSION -i- THIS COMMON TERMS AGREEMENT, dated June 26, 2002 (as the same may be amended, modified or supplemented from time to time, this "AGREEMENT"), is made among: (1) WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the Republic of Ghana (the "BORROWER"); (2) EACH OTHER OBLIGOR PARTY HERETO FROM TIME TO TIME; (3) STANDARD BANK LONDON LIMITED, as agent for the financial institutions party to the Loan Agreement as Lenders (the "FACILITY AGENT"); (4) STANDARD BANK LONDON LIMITED, a company incorporated under the laws of England, in its capacity as the security trustee hereunder (the "SECURITY TRUSTEE"); and (5) THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated under the law of England (collectively with each other Royalty Holder party hereto from time to time, the "ROYALTY HOLDERS" and each a "ROYALTY HOLDER"). RECITALS: (A) the Borrower has acquired the Mining Lease and the Borrower owns the right to develop and mine the gold and associated minerals contained in deposits located in the Lease Area (as defined in the Mining Lease), such area being located in Akyempin in the Western District of the Republic of Ghana; (B) the Borrower has requested that each Original Lender provide a Commitment to the Borrower to make Loans for the purposes of enabling the Borrower to finance the acquisition of the Mining Lease and other assets from the Borrower; (C) The Law Debenture Trust Corporation p.l.c. as mortgagee has sold the Acquired Assets to the Borrower; (D) as security for the due and punctual payment and performance of its Obligations, the Borrower is willing to mortgage, charge and otherwise secure in favour of the Security Trustee all its right, title and interest in, amongst other things, the Project Assets and certain agreements relating thereto; and (E) the Borrower has agreed to grant certain undertakings to the Finance Parties regarding (amongst other things) the Obligations of the Borrower to the Finance Parties and the funding, management and completion of the Project. OPERATIVE PROVISIONS: 1. DEFINITIONS 1.1 DEFINED TERMS The following terms when used in this Agreement and each other Finance Document, including its and their preamble and recitals, have the following meanings: "ACQUIRED ASSETS" means the assets the subject of the Asset Sale Agreements. "ADDRESS FOR NOTICES" is defined in Clause 15.2. "ADDITIONAL OBLIGOR" means any person party to a Deed of Accession as an Additional Obligor. "AGREEMENT" is defined in the preamble. "AGREED FORM" means, in respect of any Instrument: (a) in a form executed by the relevant parties and dated on or about the date hereof; or (b) if not executed and dated on or about the date hereof, substantially in the form initialled on the date hereof by the Facility Agent (or Mayer, Brown, Rowe & Maw on its behalf) and an Authorised Representative of the Borrower or the Sponsor (or Werner & Co on its behalf); or (c) in such form as the Facility Agent and each Obligor party thereto (or, if no Obligor is party thereto, the Borrower) agree is the Agreed Form of such Instrument for the purposes of this Agreement, and the Agreed Form of any Instrument described in clause (c) shall have precedence over and replace the Agreed Form of such Instrument described in clauses (a) or (b). "ANNUAL BUDGET" means the annual budget approved pursuant to Clause 2.1(b). "ANNUAL INDEPENDENT ENGINEER'S REPORT" means a report addressed to the Facility Agent, the Lenders and any Royalty Holder by the Independent Engineer in a form satisfactory to the Required Secured Parties, and relating to the status of the Mine and the progress of the Project (including, in the case of each Annual Independent Engineer's Report prepared in respect of each twelve-monthly period ending on December 31 of each calendar year, an environmental summary in connection therewith), each Obligor's compliance with this Agreement and each other Operative Document to which it is a party and such other matters in connection therewith as the Facility Agent or any Royalty Holder may reasonably request, and relating to each consecutive twelve-monthly period ending on December 31 of each calendar year occurring after the Effective Date, "APPLICABLE LAW" means, with respect to any person or matter, any supranational, national, federal, state, provincial, regional or local statute, law, rule, treaty, convention, regulation, order, decree, directive, measure, procedure, rule, consent, decree, request, determination or other requirement (whether or not having the force of law) relating to such person or matter and, where applicable, any interpretation thereof by any Governmental Agency having jurisdiction with respect thereto or charged with the administration or interpretation thereof. "APPLICABLE MARGIN" means:(a) prior to Economic Completion, 2.5% per annum and (b) thereafter, 2.0% per annum. "APPROVAL" means an approval, authorisation, license, permit, consent, filing or registration by or with any Governmental Agency or other person whether or not referred to in Item 1 ("APPROVALS") of the Disclosure Schedule. "APPROVED BUDGET" means the "FINANCIAL MODEL SUMMARY OF CAPITAL EXPENDITURES" to be included in the Financial Model and containing details as to Project Costs to be incurred in connection with the construction of the Mine, as the same may be amended from time to time as a result of changes to the Development Plan made pursuant to Clause 2.5. "APPROVED SUBORDINATED INDEBTEDNESS" means any indebtedness of the Borrower to any other Obligor which is subject to the terms of a Subordination Agreement. "APPROVED PROJECT INDEBTEDNESS" means indebtedness incurred by the Borrower (as borrower) where: (a) the proceeds of such indebtedness is provided after the Economic Completion Date and is used solely to construct a gold processing plant at the Project; and (b) such indebtedness (if incurred prior to the Discharge Date) is provided on terms acceptable to (and previously approved in writing by) the Required Lenders acting reasonably. "ASSET SALE AGREEMENTS" means (a) the asset sale agreement dated March 1, 2002 between the Borrower and The Law Debenture Trust Corporation p.l.c., and (b) the asset sale agreement dated March 15, 2002 between the Borrower, The Law Debenture Trust Corporation p.l.c. and SGL (acting by its receiver and manager, Nii Amanor Dodoo). -2- "ASSIGNMENTS OF REINSURANCES" means, collectively, each Deed of Assignment of Reinsurances between a Ghana Insurer, the Borrower and the Security Trustee substantially in the Agreed Form. "AUDITOR" means PricewaterhouseCoopers, or such other independent certified public or chartered accountants of recognised international standing acceptable to the Security Trustee (acting reasonably). "AUTHORISED REPRESENTATIVE" means, relative to any Obligor, those of its officers whose signatures and incumbency shall have been certified: (a) prior to the Discharge Date, to the Facility Agent and each Royalty Holder; or (b) on and after the Discharge Date, to each Royalty Holder, in each case as such Obligor's Authorised Representative. "AVAILABILITY PERIOD" is defined in the Loan Agreement. "BORROWER" is defined in the preamble. "BORROWER SECURITY AGREEMENT (GHANA-DEBENTURE)" means the Security Agreement between the Borrower and the Security Trustee relating to the Ghanaian assets of the Borrower substantially in the Agreed Form. "BORROWER SECURITY AGREEMENT (U.K.-DEBENTURE)" means the Debenture between the Borrower and the Security Trustee relating to the non-Ghanaian assets of the Borrower substantially in the Agreed Form. "BORROWER SECURITY AGREEMENTS" means, collectively, the Borrower Security Agreement (Ghana-Debenture) and the Borrower Security Agreement (U.K.-Debenture). "BUSINESS DAY" is defined in the Loan Agreement. "CALCULATION DATE" means the Economic Completion Date and each March 31, June 30, September 30 and December 31 in each calendar year occurring after the Economic Completion Date. "CAPITAL CONTRIBUTION" means a contribution made (whether in cash or otherwise and whether directly or indirectly) by one person to the ordinary share capital or equity of another person. "CAPITAL EXPENDITURES" means, for any period and with respect to any person, the sum of: (a) the aggregate amount of all expenditures of such person for fixed or capital assets (including expenditures incurred in connection with deferred development costs) made during such period which would be classified as capital expenditures; plus (b) the aggregate amount payable by such person during such period in respect of all Capital Leases which such person has entered into as lessee. "CAPITAL LEASES" means any lease of property (real or personal) which could be classified as a borrowing in accordance with GAAP. "CASH FLOW PERIOD" means, in connection with any repayment of any Loan or the payment of interest to be made on any Cash Sweep Date pursuant to any Finance Document, the Fiscal Quarter ending approximately one month before such Cash Sweep Date. "CASH FLOW SCHEDULE" means the schedules included in the Financial Model (excluding, however, the schedule of "Capital Costs") and setting forth the projected Future Net Cash Flow of, and containing other financial and operational data relating to, cash flow projected to be generated by the Project as the -3- same may be amended from time to time as a result of changes to the Development Plan made pursuant to Clause 2.5. "CASH SWEEP DATE" means the last day of each January, April, July, October in each calendar year. "CAYSTAR" means Caystar Holdings, a company incorporated under the laws of the Cayman Islands. "CAYSTAR HOLDINGS SECURITY AGREEMENT" means the Deed of Charge between Caystar and the Security Trustee substantially in the Agreed form. "CEDI" and the sign "C" means the lawful money of Ghana. "CENTRAL BANK" means the Bank of Ghana. "CFAD" means, for any Cash Flow Period, the lesser of: (a) the product of: (i) Gross Cash Flow for such Cash Flow Period, minus (ii) Project Costs for such Cash Flow Period, minus (iii) Excess Cash Flow for such Cash Flow Period, and (b) Excess Revenue for such Cash Flow Period. "CHANGE IN CONTROL" means, commencing from the New Ownership Date, any of the following: (a) the failure of the Sponsor to own directly or indirectly (and to have sole power to vote and dispose of), free and clear of all liens 100% of the share capital (however designated) of the immediate holding company of the Borrower; or (b) the failure of the Holding Company to own directly (and to have sole power to vote and dispose of), free and clear of all liens (other than those granted in favour of Finance Parties pursuant to the Holding Company Security Agreement) 90% of the share capital (however designated) of the Borrower, unless as a result of a Permitted Expropriation. "CHARGED SHARES" means each of the shares the subject of liens granted pursuant to the Share Security Agreements. "COMMITMENT" is defined in the Loan Agreement. "COMMITTED PRICE PROTECTION AGREEMENTS" means net forward sale, spot deferred sales or other contracts (including put options) providing for a binding commitment to sell (or in the case of the counterparty to any put options, buy) Gold. "COMPLIANCE CERTIFICATE" means a certificate duly executed by an Authorised Representative of the Borrower substantially in the Agreed Form. "CONTRACTORS" means, collectively: (a) the Manager; (b) the Project Engineer; (c) any Mining Contractor; (d) the Refiner; and -4- (e) any other person who the Borrower and the Security Trustee agree is a Contractor. "CONTRACTORS' UNDERTAKINGS" means: (a) the Manager's Confirmation and Undertaking; (b) The Project Engineer's Confirmation and Undertaking; (c) the Mining Contractor's Confirmation and Undertaking; (d) the Refiner's Confirmation and Undertaking; and (e) any other Instrument which the Borrower and the Security Trustee agree in writing is a Contractor's Undertaking. "CONTRACTUAL OBLIGATION" means, relative to any person, any provision of any security issued by such person or of any Instrument or undertaking to which such person is a party or by which it or any of its property is bound. "DACTA" is defined in Clause 17(a). "DANGEROUS SUBSTANCE" means any natural or artificial substance which may give rise to a material risk of causing harm to man or any other living organism or damaging the environment including any controlled, special, hazardous, toxic, radioactive or dangerous waste. "DEED OF WARRANTY" means the Deed of Warranty, Confirmation and Conditions in the Agreed Form, from the Government of Ghana in favour of the Borrower and issued in connection with the Project. "DEFAULT" means any Potential Event of Default. "DEFERRED CONSIDERATION" is defined in the Asset Sale Agreements dated March 15, 2002 among the Borrower, The Law Debenture Trust Corporation p.l.c. and SGL (acting by its receiver and manager, Nii Amanor Dodoo). "DEVELOPMENT PLAN" means the Development Plan agreed pursuant to Clause 2.3 as amended pursuant to Clause 2. "DISCHARGE DATE" means the date on which all the Liabilities to the Lenders have been irrevocably and fully discharged and any Commitment to advance monies on the part of any of the Lenders under the Loan Agreement has been cancelled or terminated. "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as Schedule 1. "DISCOUNT RATE" means, in connection with the calculation of Present Value of Future Net Cash Flow on any date in respect of the Loan Life Ratio and Project Life Ratio, an interest rate per annum in the amount of the sum of: (x) the LIBOR calculated by the Security Trustee for such period as it may select plus (y) the then Applicable Margin. "DISPUTE" is defined in Clause 15.15(a). "DOLLAR" and the sign "U.S.$" means the lawful currency of the United States of America. "ECONOMIC COMPLETION" means the achievement of production at the Mine and shipment to the Refiner by the Borrower of not less than 30,000 Ounces in any twelve month period (or such other alternative criteria as the Secured Parties may agree with the Borrower from time to time). "ECONOMIC COMPLETION CERTIFICATE" means a certificate (together with all attachments thereto) duly executed in one or more counterparts by an Authorised Representative of the Sponsor and the Borrower, substantially in the Agreed Form (or in such other form as the Secured Parties may consent -5- to in order to reflect any alternative criteria of the nature referred to in the definition of "ECONOMIC COMPLETION"). "ECONOMIC COMPLETION DATE" means the first Business Day immediately following the day on which Economic Completion shall have occurred, no Default shall have occurred, the initial Development Plan shall have become effective in accordance with Clause 2 and the Facility Agent shall have received: (a) counterparts of the Economic Completion Certificate executed by each person referred to in the definition thereof; and (b) (i) a Compliance Certificate calculated on the basis of the Development Plan as then in effect (including any changes thereto arising as a result of the circumstances referred to in Clause 2.5(c) or 2.5(a)(ii)) as at the proposed Economic Completion Date pursuant to Clause 5.2(c) together with an independent verification from the Independent Engineer in form reasonably satisfactory to the Secured Parties with respect to the statements and calculations contained in such Compliance Certificate; and (ii) a compliance certificate pursuant to the Support Agreement calculated as at the proposed Economic Completion Date and in form and substance satisfactory to the Secured Parties. "EFFECTIVE DATE" is defined in Clause 15.14. "ENFORCEMENT EVENT" means the taking of any action by: (a) the Facility Agent pursuant to Clause 17 of the Loan Agreement; and (b) the Royalty Holder pursuant to Clause 6.1 of the First Royalty Agreement or by any other Royalty Holder pursuant to any similar provision in any other Royalty Agreement; or (c) the occurrence of any Insolvency Default. "ENVIRONMENTAL IMPACT STATEMENT" means such Instrument that the Borrower and the Security Trustee shall agree from time to time is the Environmental Impact Statement (including pursuant to Clause 2.2). "ENVIRONMENTAL LAW" means any Applicable Law (including the Environmental Protection Agency Act of Ghana 1994 and the World Bank Environmental and Safety Guidelines) relating to or imposing liability or standards of conduct concerning the protection of human health, the environment or the conditions of the workplace or the generation, transportation, storage or treatment, processing or disposal of any Dangerous Substance including laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes. "ENVIRONMENTAL LICENCE" means any permit, licence, authorisation, consent or other approval required by any Environmental Law. "ENVIRONMENTAL REVIEW STANDARDS" is defined in Clause 4.19(a). "EVENT OF DEFAULT" is defined in Clause 7.1. "EXCESS CASH FLOW" means, for any Cash Flow Period, the amount, calculated in Dollars of: -6- (a) the number of Ounces (if any) produced in such Cash Flow Period in excess of the number of Ounces forecast in the initial Development Plan to be produced during such Cash Flow Period (after ignoring any increases in forecast production in the Development Plan as a result of any changes to the Development Plan made pursuant to Clause 2.5), multiplied by (b) $280 less Project Operating Costs per ounces for such Cash Flow Period as forecast in the initial agreed Development Plan (without amendment pursuant to Clause 2). "EXCESS REVENUE" means, for any Cash Flow Period, the amount calculated in Dollars: (a) the number of Ounces actually produced and sold during such Cash Flow Period, multiplied by (b) the average revenue per Ounce actually received from Production by the Borrower during such Cash Flow Period which is in excess of $280 per Ounce. "EXPERT" means any person as is agreed by the Lenders, each Royalty Holder and the Borrower to act as expert to determine the dispute, or failing such agreement, a person nominated by the president of the Institute of Mining and Metallurgy (or its successory body) for such purposes upon application by the first of either the Borrower, or the Facility Agent or the Royalty Holder. "FACILITIES" is defined in the Loan Agreement. "FACILITY AGENT" is defined in the preamble. "FACILITY AGENT DEED OF ACCESSION" means a deed of accession substantially in the form of Schedule 5. "FACILITY AGENT LIABILITIES" means any Liabilities due, owing or incurred to the Facility Agent (other than in respect of any Liabilities due, owing or incurred to a Secured Party, including in respect of a covenant to pay any liabilities due to such Secured Party) by any Obligor. "FEASIBILITY STUDY" means such document as the Borrower and the Secured Parties shall agree is the Feasibility Study (including pursuant to Clause 2.2(b)). "FINAL MATURITY DATE" means the date which is five years from the New Ownership Date. "FINANCE DOCUMENT" means any of (a) this Agreement; (b) the Loan Agreement; (c) the Security Agreements; (d) the Support Agreement; (e) the Subordination Agreements; (f) each other Instrument executed by any Obligor or any affiliate thereof evidencing any obligation (monetary or otherwise) to any Finance Party in connection with and pursuant to this Agreement, the other Operative Documents and the transactions contemplated hereby and thereby and delivered to any Finance Party (including, at any time when any Commitment is outstanding or any Principal Amount of any Loan or any interest accrued thereon is then outstanding to any Finance Party, any Price Protection Agreement in effect at such time entered into between the Borrower and any Lender); (g) so long as the Deferred Consideration remains unpaid, the Asset Sale Agreements; (h) the Royalty Agreement; and (i) any other Instrument which the Security Trustee and the Borrower agree is a Finance Document. "FINANCE PARTIES" means, collectively, the Representatives, the Lenders and the Royalty Holder. "FINANCIAL MODEL" means the Financial Model referred to in Clause 2.3(a) or such other financial model which the Borrower and the Security Trustee agree is the Financial Model. "FIRST ROYALTY AGREEMENT" means the Royalty Agreement dated the same date hereof between the Borrower and The Law Debenture Trust Corporation p.l.c.. "FISCAL QUARTER" means any quarter of a Fiscal Year. -7- "FISCAL YEAR" means, with respect to any Obligor, any period of twelve consecutive calendar months ending on 31 December, and references to a Fiscal Year with a number corresponding to any calendar year (e.g., the "2002 FISCAL YEAR") refer to the Fiscal Year ending on the 31 December occurring during such calendar year. "FOREIGN EXCHANGE RETENTION ACCOUNT AGREEMENT" means the Foreign Exchange Retention Account Agreement in the Agreed Form between the Borrower, the Project Account Banks, the Security Trustee, the Trust Account Bank and the Bank of Ghana. "FUNDED DEBT SERVICE" means, for any period, the amount in Dollars which will be necessary in order to pay in full all principal and interest and other amounts accruing in respect of Funded Indebtedness which (in the case of all such principal, interest or other amounts) are scheduled to, or otherwise are reasonably expected to, become due and payable during that period. "FUNDED INDEBTEDNESS" means, at any date, the sum of the Principal Amount of all outstanding Loans denominated in Dollars at such date. "FUTURE NET CASH FLOW" means, for any period, the remainder of: (a) the Dollar equivalent (calculated at the date of determination of Future Net Cash Flow) of: (i) in the case of any Ounces which are covered by a Price Protection Agreement in effect on the relevant date of calculation, at the price for delivery of Gold specified in such Price Protection Agreement (or, if no price other than a floor price for delivery of Gold is specified in such Price Protection Agreement, the minimum price for the delivery of Gold referred to therein); and (ii) in the case of all other Ounces, the lesser of the London Gold Price per Ounce on the date of determination of Future Net Cash Flow and the average of the London Gold Price per Ounce for the six months preceding the date of determination of Future Net Cash Flow, the excess of (x) the total estimated Ounces from Production during such period as calculated from the Cash Flow Schedule, less (y) the aggregate payments of Ounces or currency payable during such period by way of production royalties calculated and payable as a percentage of Gold produced and sold in connection with the operation of the Mine, less (b) Project Costs for such period (excluding, however, Funded Debt Service for such period). "GAAP" is defined in Clause 1.6. "GHANA" means the Republic of Ghana. "GHANA ACCOUNT (CEDI)" is defined in Clause 3.1(b). "GHANA ACCOUNT (DOLLARS)" is defined in Clause 3.1(a). "GHANA INSURER" means any insurer operating in Ghana approved (prior to the Discharge Date) by the Facility Agent or (thereafter) by the Royalty Holder and which is a party to an Assignment of Reinsurance. "GOLD" means gold bullion measured in fine ounces troy weight. "GOVERNMENTAL AGENCY" means any supranational, national, federal, state, provincial, regional, or local government or governmental department or other entity charged with the administration, interpretation or enforcement of any Applicable Law and shall include the Minerals Commission of the Republic of Ghana and the Central Bank. -8- "GROSS CASH FLOW" means, for any Cash Flow Period, the amount calculated in Dollars (without double counting) as the sum of: (a) in the case of any Ounces produced during such Cash Flow Period and which are covered by a Price Protection Agreement, the price actually received for such Ounces under such Price Protection Agreement, multiplied by the number of such Ounces; and (b) for all other Ounces produced during such Cash Flow Period, the actual price received for such Ounces multiplied by the number of such Ounces. "GROUP" means the Sponsor, its subsidiaries and subsidiary undertakings and their subsidiaries and subsidiary undertakings and "GROUP MEMBER" means any such entity. "HAZARDOUS MATERIAL" means any pollutant, contaminant or hazardous, dangerous or toxic chemical, material, substance or waste within the meaning of any Environmental Law. "HOLDING COMPANY" means (a), initially, the immediate holding company of the Borrower from time to time; and (b) on and from the New Ownership Date, Wasford. "HOLDING COMPANY SECURITY AGREEMENT" means the Deed of Charge between Wasford and the Security Trustee substantially in the Agreed Form. "HOLDING COMPANY - BORROWER LOAN AGREEMENT" means the subordinated loan agreement between the Borrower and Wasford in the Agreed Form. "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or report of any independent certified public accountant or any independent chartered accountant as to any financial statement of any Obligor, any qualification or exception to such opinion or report: (a) which relates to such Obligor and its status as a "going concern" or which is of a similar nature to the foregoing; (b) which relates to any limited scope of examination of material matters relevant to such financial statement; or (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Sponsor or the Borrower to be in default of any of its respective obligations under Clause 5.1 or the Sponsor shall be in breach of any similar clause of the Support Agreement. "INDEMNIFIED LIABILITIES" is defined in Clause 15.4. "INDEMNIFIED PARTIES" is defined in Clause 15.4. "INDEPENDENT ENGINEER" mean such independent mining consultant as is retained by the Security Trustee on behalf of the Secured Creditors after consulting with the Borrower and taking into account the Borrower's reasonable views (without being bound by such views). "INDEPENDENT ENGINEER'S CERTIFICATE" means a certificate duly executed by an Authorised Representative of the Independent Engineer, substantially in the Agreed Form. "INSOLVENCY DEFAULT" means any (a) Event of Default of the nature referred to in Clause 7.1(f), or (b) condition or event which, after notice, lapse of time, the making of any required determination or any combination of the foregoing, would constitute an Event of Default of the nature referred to in Clause 7.1(f). "INSTRUMENT" means any contract, agreement, indenture, mortgage, document or writing (whether by formal agreement, letter or otherwise) under which any obligation is evidenced, assumed, or -9- undertaken, or any lien (or right or interest therein) is granted or perfected or purported to be granted or perfected. "INSURANCE CONSULTANT'S CERTIFICATE" means a certificate duly executed by the Insurance Consultant substantially in the Agreed Form. "INSURANCE CONSULTANT" means any Insurance Consultant of international repute as shall be retained by the Security Trustee (acting on the instructions of the Required Secured Parties) after consulting with the Borrower. "INSURANCE POLICIES" means each policy or contract of insurance entered into by the Borrower or otherwise by any other person in connection with the Project. "INSURANCE SUMMARY" means the summary in the Agreed Form of the insurance requirements of, and policies in effect for, the Project prepared by the Insurance Consultant and in form and substance satisfactory to the Finance Parties. "INTEREST PERIOD" is defined in the Loan Agreement "INVESTMENT" means all expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of shares or indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guarantees (or other contingent obligations) or obligations of, any person. "LAWDEB" is defined in Clause 17(a). "LBMA" means the London Bullion Market Association and its successor organisations. "LENDERS" is defined in the Loan Agreement. "LIABILITIES" means, with respect to any Obligor, all Obligations of such Obligor now or hereafter due, owing or incurred to the Finance Parties (or any of them) in whatsoever manner in any currency or currencies whether present or future, actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety in each case under the Finance Documents (or any of them) together with all interest accruing thereon and all costs, charges and expenses incurred by any Finance Party, receiver or other insolvency officer in connection therewith. "LIBOR" has the same meaning as in the Loan Agreement; provided that where LIBOR is to be determined in respect of Liability due to a person other than a Lender or the Facility Agent, the reference to the "Agent" in the definition of LIBOR in the Loan Agreement (and any defined term used therein) shall instead be a reference to the Security Trustee. "LOAN" is defined in the Loan Agreement. "LOAN AGREEMENT" mean the Project Facility Agreement dated [o], 2002 between the Borrower, the Lenders and the Facility Agent. "LOAN COVER RATIO" means, for any period, the ratio, expressed as a percentage, of: (a) Future Net Cash Flow for such period, to (b) Funded Debt Service in respect of the Loans for such period. "LOAN LIFE RATIO" means, at any date, the ratio, expressed as a percentage, of: (a) the Present Value of Future Net Cash Flow for the period commencing on such date and ending on the Final Maturity Date for the Loans, -10- to (b) Funded Indebtedness in respect of the Loans at such date. "LONDON GOLD FIXING" means a gold price fixing meeting among the members for the time being of the London gold market. "LONDON GOLD PRICE" means, on any day, the fixing price per Ounce (in Dollars) as announced at the afternoon London Gold Fixing for such day; provided, however, that if the afternoon London Gold Fixing shall not have occurred for that day, the "LONDON GOLD PRICE" for such day shall be the fixing price per Ounce (in Dollars) as announced at the morning London Gold Fixing for such day or if the morning London Gold Fixing shall not have occurred for such day, the "LONDON GOLD PRICE" for such day shall be the publicly quoted price per Ounce (in Dollars) on such other accessible international gold market (allowing for physical delivery of such Gold) as may be reasonably selected by the Security Trustee; and provided, further, however, that in the event the Security Trustee shall have been unable to select any other such international gold market, then the "LONDON GOLD PRICE" for such day shall mean such price as the Security Trustee shall reasonably determine. In the event that such day is not a Business Day, then the "London Gold Price" shall be the London Gold Price on the immediately preceding Business Day. "MANAGEMENT AGREEMENT" means the Management Agreement in respect of the Project between the Manager and the Borrower in the Agreed Form. "MANAGER" means the Sponsor (or such other person approved by the Security Trustee) in its capacity as Manager under the Management Agreement. "MANAGER'S CONFIRMATION AND UNDERTAKING" means the Deed of Confirmation and Undertaking between the Sponsor, the Security Trustee and the Borrower in the Agreed Form. "MARKET MAKER" means a person which, as principal, holds itself out as consistently willing to enter into transactions for the purchase or sale of Gold in the London Gold Market at prices for spot settlement determined by it generally rather than in respect of each particular transaction. "MATERIAL AGREEMENT" means any Instrument which is or may be material to any material aspect of the Project, and shall include any material agreement for the construction, mining, financing or the management of any aspect of the Project. "MATERIAL ADVERSE DEVIATION" means, in respect of any Annual Budget, a material adverse change in the production, income, cashflow, Funded Debt Service, Project Capital Costs or Project Operating Costs of more than 25% during any rolling six monthly period of the period covered by such Annual Budget. "MATERIALLY ADVERSE EFFECT" means, with respect to any Obligor, an effect, resulting from any occurrence of whatever nature (including any adverse determination in any litigation, arbitration, employment dispute or governmental or administrative investigation or proceeding), which is materially adverse to the ability of such Obligor to make any payment (of principal, interest, fees or otherwise) under any Finance Document or to perform any other material obligation required under any Operative Document to which it is or may become a party (including, any obligations to develop, construct and operate the Project in accordance with the Development Plan) or to grant and perfect the liens granted or purported to be granted and perfected by such Obligor pursuant to any Security Agreement or to such Obligor's consolidated financial condition, business, operations or assets. "MINE" means, collectively, all properties, assets or other rights, whether real or personal, tangible or intangible, now owned or leased or hereafter acquired by or for the benefit of the Borrower which assets are used or intended for use in or forming part of the Project (and, for the avoidance of doubt, shall include: (a) the gold deposits located in the Lease Area (as defined in the Mining Lease); and -11- (b) all associated beneficiation facilities, together with all plant sites, waste dumps, ore dumps, crushing circuits, abandoned heaps, power supply systems and ancillary and infrastructure facilities located at the Mine). "MINE OUTPUT" means all products from the Mine, including dore and Gold. "MINING CONTRACT" means the Instrument, to be entered between the Mining Contractor and the Borrower, in relation to mining works at the Project substantially in the Agreed Form. "MINING CONTRACTOR" means any Mining Contractor approved in writing by the Security Trustee acting on the instructions of the Required Secured Parties (acting reasonably) and party to the Mining Contract. "MINING CONTRACTOR'S CONFIRMATION AND UNDERTAKING" means the Deed of Confirmation and Undertaking to be entered into by the Mining Contractor, the Security Trustee and the Borrower substantially in the Agreed Form. "MINING LEASE" means the Mining Lease, dated September 17, 1992, between the Government of Ghana and SGL (and assigned or to be assigned pursuant to the Asset Sale Agreement dated March 1, 2002 to the Borrower) together with all ancillary documents, annexes and consents relating thereto provided to the Facility Agent. "MINING RIGHTS" means all interests in the surface of any lands, the minerals (being Gold and associated minerals) or that may be extracted from any land, all royalty agreements, water rights, mining claims, mineral leases, mining licenses, joint ventures and other leases, rights-of-way, inurements, licenses and other rights and interests used by or necessary to the Borrower to construct, develop and operate the Mine. "MONTHLY MINE REPORT" means a monthly report from the Borrower addressed to the Lenders and each Royalty Holder relating to the development and operation of the Project and delivered in either digital or paper form. "NEW OWNERSHIP DATE" means: (a) the first date upon which the Borrower becomes a subsidiary of a direct holding company other than SGL; or (b) such other date that the Borrower and the Security Trustee (acting upon the instructions of all Secured Parties) agree is the New Ownership Date. "OBLIGATIONS" means, with respect to any Obligor, all obligations of such Obligor with respect to the repayment or performance of all obligations (monetary or otherwise) of such Obligor arising under or in connection with this Agreement and each other Finance Document and where the term "OBLIGATIONS" is used without specific reference to a particular Obligor, such term means the Obligations of each Obligor. "OBLIGORS" means, collectively, the Borrower, the Sponsor, any Subordinated Creditor (other than, for the avoidance of doubt, the Royalty Holder) party to any Subordination Agreement from time to time and any person which accedes to this Agreement as an Additional Obligor or whom the Borrower and the Security Trustee agree is an Obligor and "OBLIGOR" means any of them. "OBLIGOR DEED OF ACCESSION" means a deed of accession substantially in the form of Schedule 3. "OPERATING ACCOUNT" is defined in Clause 3.2(a). "OPERATIVE DOCUMENTS" means, collectively, the Finance Documents and the Project Documents. -12- "ORGANIC DOCUMENT" means, with respect to each Obligor, its regulations, other constitutional documents and any and all shareholder agreements, voting trusts, and similar arrangements applicable to any of such Obligor's authorised shares of capital stock or other equity interests. "ORIGINAL LENDER" is defined in the Loan Agreement. "OUNCE" means a fine ounce troy weight of gold bullion in a form readily tradeable with members of the LBMA from time to time. "PAYMENT CURRENCY" is defined in Clause 15.9(a)(i). "PERMITTED DISTRIBUTION" means any payment made by the Borrower or the Holding Company to another Obligor where: (a) such payment is made on a Cash Sweep Date occurring after the Economic Completion Date; (b) such payment is not in excess of CFAD for the Cash Flow period immediately preceding such Cash Sweep Date; (c) all Obligations then due and outstanding have been paid; (d) the Borrower has provided a Compliance Certificate dated as at such Cash Sweep Date confirming (to the Security Trustee's satisfaction) that all forward looking financial covenants in the Finance Documents will continue to be met once such payment is made; and (e) no Default shall have occurred and none shall result from such payment. "PERMITTED EXPROPRIATION" means a single or series of compulsory acquisitions by Ghana of not more than twenty two and twenty two one hundredths of a per cent (22.22%) in aggregate of the Charged Shares in the Borrower: (a) which is in accordance with the Deed of Warranty; and (b) the proceeds of which are: (i) paid by Ghana in Dollars; (ii) subject to the Holding Company Security Agreement; (iii) advanced by way of an accounting entry by the Holding Company to the Borrower as Subordinated Borrower Intercompany Indebtedness pursuant to a loan agreement in a form and substance acceptable to the Required Secured Parties; and (iv) actually paid directly to the Security Trustee for application in accordance with Clause 12.15. "PERMITTED LIEN" is defined in Clause 6.4. "POTENTIAL EVENT OF DEFAULT" means any Event of Default or any condition or event which, after notice, lapse of time, the making of any required determination or any combination of the foregoing, would constitute an Event of Default. "PRESENT VALUE OF FUTURE NET CASH FLOW" means, for any period (a "CALCULATION PERIOD"), the sum of the balance of the Debt Service Accruals Account (at the relevant Calculation Date for such Present Value of Future Net Cash Flow) plus the aggregate of discounted Future Net Cash Flow for such Calculation Period calculated as set forth herein. Each Calculation Period shall be divided into consecutive periods (each a "DISCOUNT PERIOD") of three months (or, in the case of the last such period, the period commencing on the last day of the penultimate such period and ending on the last day of the Calculation Period), and any Future Net Cash Flow scheduled to accrue during any Discount Period -13- shall be discounted at the Discount Rate as in effect on the date of calculation of Present Value of Future Net Cash Flow to the first day of such Calculation Period from the day which represents the end-point of such Discount Period. "PRICE PROTECTION PROJECT COSTS" is defined in Clause 5.11. "PRICE PROTECTION AGREEMENTS" is defined in Clause 5.11. "PRICE PROTECTION COUNTERPARTIES" is defined in Clause 5.11. "PRICE PROTECTION OBLIGATIONS" means, with respect to any person, all liabilities of such person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements, options or arrangements designed to protect such person against fluctuations in interest rates, currency exchange rates or precious metals prices (including any Price Protection Agreements). "PRINCIPAL AMOUNT" means, with respect to any Loan outstanding (or to be outstanding) at any date, the aggregate principal amount (calculated in Dollars) of such Loan at such date. "PROCESS AGENT" is defined in Clause 15.16. "PRODUCTION" means, for any period, the number of ounces of Gold contained in dore which have been produced, or (in the case of any period or portion thereof to occur in the future) which are scheduled (from the Economic Completion Date, in the Cash Flow Schedule) to be produced, at the Mine during such period. "PROJECT" means the construction, development and operation of the Mine in accordance with the Development Plan. "PROJECT ACCOUNT BANK (GHANA)" means such bank located in Accra as may be appointed by the Borrower (with the consent of the Security Trustee) with which the Project Accounts (Ghana) shall be maintained. "PROJECT ACCOUNT BANK (U.K.)" means Standard Bank London Limited (or such other bank located in London as may be appointed by the Borrower (with the consent of the Security Trustee) with which the Project Accounts (U.K.) shall be maintained). "PROJECT ACCOUNT BANKS" means, collectively, the Project Account Bank (Ghana), the Project Account Bank (U.K.), and the Trust Account Bank. "PROJECT ACCOUNTS (GHANA)" means, collectively, the Ghana Account (Cedis) and the Ghana Account (Dollars). "PROJECT ACCOUNTS (U.K.)" means, collectively, the Operating Account, the Trust Account and such other accounts as the Borrower and the Security Trustee shall agree is a Project Account (U.K.). "PROJECT ACCOUNTS" means, collectively, the Project Accounts (Ghana) and the Project Accounts (U.K.). "PROJECT ASSETS" means all properties, assets or other rights, whether real or personal, tangible or intangible, now owned or hereafter acquired by or for the benefit of the Borrower which are used or intended for use in or forming part of the Mine, including all properties, licenses, assets or other rights acquired by the Borrower with the proceeds of any Loan. "PROJECT CAPITAL COSTS" means, for any period, the aggregate of all Capital Expenditures scheduled to be, or, as the case may be, actually paid in accordance with the Approved Budget (or, in the case of any such payment scheduled to be, or, as the case may be, actually paid after the Economic Completion Date, in accordance with the Cash Flow Schedule) by the Borrower during such period in respect of the Project. -14- "PROJECT COSTS" means, for any period, the Project Operating Costs and the Project Capital Costs for such period. "PROJECT DOCUMENTS" means, collectively: (a) the Mining Contract, the Management Agreement, the Refining and Purchase Agreement, the Mining Lease, the Deed of Warranty, the Foreign Exchange Retention Account Agreement and all related Instruments, in each case in the form provided to the Facility Agent in connection with its execution and delivery of the Loan Agreement; (b) all Price Protection Agreements not constituting Finance Documents; (c) all other Instruments (excluding any Finance Document) required to be provided to the Facility Agent or Security Trustee pursuant to Clause 5.2(p) in the form supplied pursuant to such clause; and (d) each other Instrument which the Borrower and the Security Trustee agree is a Project Document. "PROJECT ENGINEERING CONTRACT" means the Instrument, to be entered between the Project Engineer and the Borrower, in relation to the feasibility study, construction and commissioning works at the Project substantially in the Agreed Form. "PROJECT ENGINEER" means Metallurgical Design and Management Pty Ltd, in cooperation with SRK Limited, and Knight Piesold Pty Ltd, or such other project engineering contractor approved in writing by the Security Trustee acting on the instructions of the Required Secured Parties (acting reasonably) and party to the Project Engineering Contract. "PROJECT ENGINEER'S CONFIRMATION AND UNDERTAKING" means the Deed of Confirmation and Undertaking to be entered into by the Project Engineer, the Security Trustee and the Borrower substantially in the Agreed Form. "PROJECT LIFE RATIO" means, at any date, the ratio, expressed as a percentage, of: (a) Present Value of Future Net Cash Flow for the period commencing on such date and ending on the last day of the Project Period, to (b) Funded Indebtedness in respect of each Loan at such date. "PROJECT OPERATING COSTS" means, for any period, the aggregate of all payments scheduled to be, or, as the case may be, actually paid by the Borrower to any person (excluding, however, any payment to any affiliate of the Borrower other than payments to the Sponsor in respect of management fees pursuant to the Management Agreement permitted to be made by the Borrower pursuant to Clause 6.7(d)) during such period in accordance with the Cash Flow Schedule (or, in the case of any such payment scheduled to be, or, as the case may be, actually paid prior to the Economic Completion Date, the Approved Budget) together with any applicable profit, income, property and other taxes or royalties imposed by any Governmental Agency scheduled to be, or, as the case may be, actually paid, during such period, in each such case to the extent that such payments are scheduled to be paid in connection with the operation of the Mine, including: (a) the cash costs scheduled to be, or, as the case may be, actually paid, in accordance with the Cash Flow Schedule during such period in connection with the operation, maintenance and reclamation of the Mine in order to mine, mill, leach, refine and/or deliver Project Output for sale (including payments to the Sponsor under the Management Agreement); (b) Funded Debt Service for such period and net payments for such period in respect of Price Protection Obligations; -15- (c) any royalty payments scheduled to be, or, as the case may be actually, made in respect of any Royalty Agreements; and (d) any Representative Liabilities. "PROJECT OUTPUT" means all products from the Mine. "PROJECT PARTY" means each Obligor and each Contractor and any of their respective affiliates, representatives, advisers (excluding legal advisers and other similar professional advisers not actually engaged in the construction, development, operation or maintenance of the Mine), consultants, officers, directors or other associates of any such person retained, employed or consulted by such person in connection with the consummation of the Project or the operation of the Mine. "PROJECT PERIOD" means the period commencing on the Effective Date and continuing until the date on which the Proven and Probable Reserves have been extracted, milled, refined and sold in accordance with the Development Plan. "PROJECT SITE" means the site located near Akyempin in the Western Region of Ghana which is subject to the Mining Lease. "PROVEN AND PROBABLE RESERVES" means (a) initially, 600,000 Ounces, less the amount of Ounces mined and shipped and in respect of which a royalty has been paid in compliance with each Royalty Agreement (provided that nothing in this paragraph (a) shall be construed as a representation by the Borrower that the actual proven and probable reserves as at the date hereof are 600,000 Ounces; and (b) thereafter, the amount of reserve Ounces established pursuant to Clause 2.5 to be the reserves of Ounces at the Mine, determined and calculated as set forth in the Development Plan (or the most recent amendment thereto) (or, to the extent not set forth therein, to the reasonable satisfaction of the Independent Engineer) and in accordance with the standards of Canada's National Instrument NI 43-101 less the amount of Ounces mined and shipped since the effective date of such Development Plan (or, if amended from time to time, since the last such amendment) and in respect of which a royalty has been paid in compliance with each Royalty Agreement. "RECEIVER" means any receiver or manager appointed over all or any property of any Obligor. "RECOVERY RATE" means the factor determined in the Development Plan (or the historical rate, if higher) to account for the efficiency of the mining and processing operations and used to estimate the Ounces to be produced and shipped from the Mine. "REFINER" means, initially Johnson Matthey PLC, and thereafter Societe Generale or such other person who the Borrower and the Security Trustee shall agree from time to time is the Refiner. "REFINER'S CONFIRMATION AND UNDERTAKING" means the Deed of Confirmation and Undertaking between the Refiner, the Security Trustee and the Borrower substantially in the Agreed Form. "REFINING AND PURCHASE AGREEMENT" means: (a) the refining agreement between the Borrower and the Refiner relating to the Project, substantially in the Agreed Form, or (b) any other Instrument which the Borrower and the Security Trustee agree is the Refining and Purchase Agreement. "RELEASE DATE" means the first date upon which each of the following shall have occurred on such date: (a) a Development Plan having been delivered and become effective pursuant to Clause 2.3; (b) Economic Completion Date shall have occurred; (c) the Finance Documents shall have been amended to include any covenants (including, without limitation in respect of minimum Loan Life Ratio, minimum Loan Cover Ratio, Minimum Project Life Ratio, minimum Reserve Value Ratios, maintenance of Proven and Probable Reserves, minimum account balances, and project account agreements) agreed by the Secured Parties and the Borrowers in respect of the period after Economic Completion; provided that, -16- for the avoidance of doubt, if no agreement is reached pursuant to this paragraph (c), then the Release Date shall not have occurred; and (d) no Default shall have occurred and be subsisting. "RELEVANT CURRENCY" is defined in Clause 15.9(a)(i). "REPEATING REPRESENTATION" means the representations set out in Clause 4 and any other representation which any Obligor and the Security Trustee agree is a Repeating Representation. "REPAYMENT DATE" means each Facility A Loan Repayment Date and Facility B Loan Repayment Date as each such term is defined in the Loan Agreement. "REPRESENTATIVES" means, collectively, the Facility Agent and the Security Trustee and "Representative" shall be construed accordingly. "REPRESENTATIVES LIABILITIES" means, collectively, Facility Agent Liabilities and Security Trustee Liabilities. "REQUIRED CAPITAL EXPENDITURES" means those bona fide Project Capital Costs which the Security Trustee acting on the instructions of the Required Secured Parties (acting reasonably and in consultation with the Independent Engineer) determines are required to operate, manage and maintain the Mine in normal working condition. "REQUIRED COMPLETION EXPENDITURES" means those bona fide Project Costs details of which are confirmed to the Borrower by the Independent Engineer, and which the Security Trustee acting on the instructions of the Required Secured Parties (acting in consultation with the Independent Engineer) determines are required to achieve Economic Completion. "REQUIRED LENDERS" is defined in the Loan Agreement. "REQUIRED PRICE PROTECTION PERIOD" means, at any date on and from Economic Completion the period commencing on that date and ending on the date forecast by the then effective Development Plan to be the Discharge Date. "REQUIRED SECURED PARTIES" means Secured Parties having, in the aggregate, a Voting Entitlement of more than 66 2/3%. "REQUIREMENT OF LAW" means, as to any person, its Organic Documents and any Applicable Law or Contractual Obligation binding on or applying to such person. "RESERVE VALUE COVER RATIO" means, on any date, the ratio (expressed as a percentage), of: (a) the product of: (i) the Proven and Probable Reserves on that date multiplied by, (ii) the lower of U.S.$280.00 and the average London Gold Price for the preceding 6 months. to (b) Funded Indebtedness in respect of the Loans on such date. "RIGHTS OF SET OFF" means from time to time, in relation to a creditor, every right (whether conferred by law or otherwise) which that creditor or any one or more of its subsidiaries has to combine or net credit balances and debit balances, directly or indirectly, being balances which belong to any Obligor, or are owing by any Obligor to, or are deposits by any Obligor with, that creditor or any one or more of its subsidiaries. -17- "ROYALTY AGREEMENTS" means the First Royalty Agreement and any other Instrument which the Security Trustee and the Borrower agree is a Royalty Agreement. "ROYALTY HOLDER" is defined in the preamble. "ROYALTY HOLDER DEED OF ACCESSION" means a deed of accession substantially in the form of Schedule 4. "ROYALTY PRINCIPAL AMOUNT" means, as at any date: (a) the amount of liquidated damages that would have been payable on such date pursuant to Clause 6.1 of the First Royalty Agreement (assuming an Event of Default had occurred and the Royalty Holder had exercised its right to demand payment pursuant to Clause 6.1 of the First Royalty Agreement); and (b) the amount of liquidated damages that would have been payable on such date pursuant to any provision of any other Royalty Agreement which is substantially Clause 6.1 of the First Royalty Agreement (assuming an Event of Default had occurred and the Royalty Holder had exercised its right to demand payment pursuant to such provision of such Royalty Agreement) "SECURED PARTIES" means each Lender and each Royalty Holder. "SECURITY AGREEMENTS" means, collectively, the Contractors' Undertakings, the Borrower Security Agreements, the Share Security Agreements, the Assignments of Reinsurances, all Instruments delivered pursuant to any provision thereof and any other Instrument which any Obligor and the Security Trustee agree is a Security Agreement. "SECURITY DOCUMENT" is defined in Clause 12.1. "SECURITY TRUST PROPERTY" means all right, title and interest of the Security Trustee under or in any of the Security Documents (other than rights held only for its own account). "SECURITY TRUSTEE" is defined in the preamble. "SECURITY TRUSTEE DEED OF ACCESSION" means a deed of accession substantially in the form of Schedule 2. "SECURITY TRUSTEE INDEMNIFIED LIABILITIES" is defined in Clause 12.39(d). "SECURITY TRUSTEE LIABILITIES" means any Liabilities due, owing or incurred to the Security Trustee (other than in respect of any Liabilities due, owing or incurred to a Secured Party, including in respect of any covenant to pay Liabilities due to such Secured Party) by any Obligor. "SELECTION NOTICE" is defined in the Loan Agreement. "SGL" means Satellite Goldfields Limited, a company incorporated under the laws of Ghana. "SHARE SECURITY AGREEMENTS" means the Caystar Holdings Security Agreement, the Holding Company Security Agreement and any other Instrument which any Obligor and the Security Trustee agree is a Share Security Agreement. "SHAREHOLDERS EQUITY" means the aggregate (as of the relevant date for calculation) of: (a) the amount paid in on the Borrower's ordinary share capital and on non-redeemable preference share capital; (b) the aggregate amount standing to the credit of the reserves of the Borrower (including any share premium account, capital redemption reserve fund, any credit balance on profit and loss account, any reserves on revaluation of assets and any other sum which by standard accounting practice generally accepted in the United Kingdom is treated as part of equity); and -18- (c) the amount of any long-term loan made by any holding company or shareholder of the Borrower no part of which is repayable or capable of becoming repayable prior to the Discharge Date, but after deducting from such aggregate amount: (x) any amounts set aside for dividends permitted under this Agreement or Taxation (including deferred Taxation) payable by the Borrower or attributable to goodwill or other intangible assets; and (y) any debit balance on the profit and loss account of the Borrower (except to the extent that a deduction in respect of such debit balance has already been made in calculating Shareholders' Equity). "SPONSOR" means Golden Star Resources Ltd. "STANDARD BANK" means Standard Bank London Limited. "SUBORDINATED CREDITOR" means any person party to a Subordination Agreement as a subordinated creditor. "SUBORDINATED NOTE" means the U.S.$15,000,000 subordinated note issued by the Borrower to The Law Debenture Trust Corporation p.l.c. and to be transferred to the Holding Company pursuant to the Share Sale Agreement. "SUBORDINATION AGREEMENT" means: (a) the subordination agreement between the Borrower, the Security Trustee, and each other Obligor party thereto from time to time substantially in the Agreed Form; or (b) any other Instrument which the Security Trustee and the Borrower agree is a Subordination Agreement. "SUPPORT AGREEMENT" means the agreement between the Security Trustee and the Sponsor substantially in the Agreed Form. "TAX CREDIT" is defined in Clause 15.6. "TAX PAYMENT" is defined in Clause 15.6. "TAXATION" means the incurrence of a Tax. "TAXES" is defined in Clause 15.5(a). "TECHNICAL REVIEW" means the project audit, containing a review of the technical aspects of the Project (including a review of the Feasibility Study), to be prepared by the Independent Engineer in connection with the implementation of this Agreement and, for the purposes of Clause 4.18(c) only, approved by the Security Trustee acting on the instructions of the Secured Parties (acting reasonably). "TRUST ACCOUNT" means the Dollar account of the Borrower established by the Trust Account Bank pursuant to the Foreign Exchange Retention Account Agreement. "TRUST ACCOUNT BANK" means Stanbic of Ghana Limited (or such other bank located in London as may be appointed pursuant to the Foreign Exchange Retention Account Agreement and with which the Trust Account shall be maintained). -19- "UNITED STATES" or "U.S." means the United States of America, each of its states and the District of Columbia. "UTILISATION DATE" is defined in the Loan Agreement. "UTILISATION REQUEST" is defined in the Loan Agreement. "VOTING ENTITLEMENT" is defined in Clause 8.2. "WASFORD" means Wasford Holdings, a company incorporated under the laws of the Cayman Islands. "WORLD BANK ENVIRONMENTAL AND SAFETY GUIDELINES" means the World Bank Environmental and Safety Guidelines for Open Pit Mining. 1.2 ADDITIONAL DEFINITIONS Any reference in this Agreement or any other Finance Document to: (a) an "AFFILIATE" of any person is a reference to a subsidiary or a holding company, or a subsidiary of a holding company, of such person; (b) references to the "BORROWER", the "FACILITY AGENT", the "HOLDING COMPANY", "LENDER", "OBLIGOR", "RECEIVER", the "ROYALTY HOLDER", the "SECURITY TRUSTEE", or the "SPONSOR" shall be construed so as to include their respective successors and permitted transferees and assigns in accordance with their respective interests and any references to any obligation of, in the case of this Agreement only, the Holding Company or any other Obligor (other than Golden Star Resources Ltd., which, for the avoidance of doubt is not intended to be a party to this Agreement but is intended to be an Obligor for all purposes of this Agreement including, without limitation clause 7) shall only apply upon the Holding Company or such other Obligor (as the case may be) becoming party to this Agreement; (c) "CONTROL" means the power of one person to: (i) vote more than fifty percent (50%) of the issued share capital of a second person or the voting power in such second person; or (ii) direct the management, business or policies of such second person, whether by contract or otherwise; (d) "FINANCIAL INDEBTEDNESS" shall be construed as a reference to any indebtedness for or in respect of moneys borrowed or raised by whatever means (including by means of acceptances under any acceptance credit facility, the issue of loan stock, any liability in respect of Capital Leases and any obligations evidenced by bonds, notes, debentures or similar instruments) or for the deferred purchase price of assets or services (excluding normal trade debt which does not include any interest payment or finance charge) or any other transaction having the commercial effect of a borrowing; provided, however, that any interest, commission, fees or other like financing charges shall be excluded save to the extent that the same has been capitalised; (e) a "GUARANTEE" includes a standby letter of credit, an indemnity and any other obligation (howsoever called) of any person to pay, purchase or provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of or to assist in or provide means of discharging or otherwise be responsible for, any indebtedness of, or the solvency of any other person; (f) "GUARANTEED INDEBTEDNESS" means, with respect to any person, all indebtedness of such person in respect of guarantees or other similar assurances against loss given by such person in respect of the indebtedness of other persons; -20- (g) a "HOLDING COMPANY" of a company or corporation shall be construed as a reference to any company or corporation of which the first-mentioned company or corporation is a subsidiary; (h) "INDEBTEDNESS" shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (i) a "LIEN" means any mortgage, charge, pledge, hypothecation, assignment by way of security, deposit arrangement, encumbrance, lien (statutory or otherwise), title retention, finance lease, factoring or discounting of debts or other security interest on or over present or future assets of the person concerned securing any obligation of any person or any other type of preferential or trust arrangement having a similar effect, including any such security interest which arises or is imposed by operation of law; (j) a "MONTH" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day; provided, however, that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to "months" shall be construed accordingly); (k) a "PERSON" means any natural person, corporation, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity; (l) a "QUARTER" means each three month period beginning in any year, on each of 1st January, 1st April, 1st July, 1st October or, if any such date is not a Business Day, the immediately preceding Business Day; (m) a "SUBSIDIARY" of a company or corporation shall be construed as a reference to any company or corporation: (i) which is controlled, directly or indirectly, by the first mentioned company or corporation; (ii) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or (iii) which is a subsidiary of another subsidiary of the first mentioned company or corporation; (n) a "SUBSIDIARY UNDERTAKING" shall have the same meaning as in the Companies Act 1985; and (o) the "WINDING-UP" or "DISSOLUTION" of a company or the appointment of an "ADMINISTRATIVE RECEIVER", a "RECEIVER", "MANAGER", "LIQUIDATOR" or an "ADMINISTRATOR" with respect to a company shall be construed so as to include any equivalent or analogous proceedings or, as the case may be, person under the law of the jurisdiction in which such company is incorporated or any jurisdiction in which such company carries on business. 1.3 INTERPRETATION Unless a clear contrary intention appears, this Agreement and each other Finance Document shall be construed and interpreted in accordance with the provisions set forth below: (a) reference to any Instrument (including any other Finance Document), or document (including the Annual Budget, the Approved Budget, Cash Flow Schedule, Development Plan, Financial Model and Insurance Summary) means such Instrument or document as amended, -21- supplemented, novated, refinanced, replaced, waived, restated or modified, and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (b) reference to any Applicable Law means such Applicable Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (c) a reference to a time of day shall be construed as a reference to London time; (d) "INCLUDING" (and with correlative meaning "INCLUDE") means including without limiting the generality of any description preceding such term; (e) the singular number includes the plural number and vice versa; (f) reference to any person includes such person's successors, substitutes and assigns but, if applicable, only if such successors, substitutes and assigns are permitted by this Agreement or such other Finance Document, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (g) reference to any gender includes any other gender; (h) "HEREUNDER", "HEREOF", "HERETO", "HEREIN" and words of similar import shall be deemed references to this Agreement or such other Finance Document, as the case may be, as a whole and not to any particular clause or other provision hereof or thereof; (i) relative to the determination of any period of time, "FROM" means "FROM (AND INCLUDING)" and "TO" means "TO (BUT EXCLUDING)"; (j) a reference to a "CORPORATION" or "COMPANY" shall be construed as a reference to the analogous form of business entity used in any relevant jurisdiction; (k) when an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and (l) a reference to fees, costs, charges or expenses includes all value added tax or other applicable taxes imposed thereon. 1.4 USE OF DEFINED TERMS Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement and each Finance Document shall have such meanings when used in the Insurance Summary, each Utilisation Request, each Selection Notice, each Compliance Certificate, each other Finance Document and each notice and other communication delivered from time to time in connection with this Agreement or any other Finance Document. 1.5 CROSS-REFERENCES Unless otherwise specified, references in this Agreement and in each other Finance Document to any Clause or Schedule are references to such Clause or Schedule of this Agreement or such other Finance Document, as the case may be, and unless otherwise specified, references in any Clause, or definition to any clause are references to such clause of such Clause, or definition. 1.6 ACCOUNTING AND FINANCIAL DETERMINATIONS All accounting terms used herein or in any other Finance Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, generally accepted accounting principles in Canada ("GAAP"), in each case, applied (subject to the provisions of -22- Clause 1.7) on a basis consistent with the preparation of the financial statements referred to in Clause 5.2(a). 1.7 CHANGE IN ACCOUNTING PRINCIPLES If, after the Effective Date, there shall (without prejudice to Clause 1.6 and Clause 5.2(b)(ii)) be any change to any Obligor's Fiscal Year, or in the application of the accounting principles used in the preparation of the financial statements referred to in Clause 4.6 as a result of the promulgation of rules, regulations, pronouncements, or opinions issued by the governing or similar body of the independent certified public or chartered accountants with responsibility for preparing the audited accounts of the Sponsor and its subsidiaries from time to time which changes result in a change in the method of calculation of financial covenants, standards, or terms applicable to such Obligor found in this Agreement or any other Finance Document, the parties hereto agree promptly to enter into negotiations in order to amend such financial covenants, standards or terms so as to reflect equitably such changes with the desired result that the evaluation of such Obligor's financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until all Secured Parties have given their consent to such amendments, such Obligor's financial condition shall continue to be evaluated on the same principles as those used in the preparation of the financial statements referred to in Clause 4.6. 1.8 GENERAL PROVISIONS AS TO CERTIFICATES AND OPINIONS, ETC. Whenever the delivery of a certificate is a condition precedent to the taking of any action by any Finance Party or the occurrence of any event hereunder, the truth and accuracy of the facts and the diligent and good faith determination of the opinions stated in such certificate shall in each case be conditions precedent to the right of any Obligor to have such action taken, and any certificate executed by any Obligor shall be deemed to represent and warrant that the facts stated in such certificate are true and accurate. 2. DEVELOPMENT OF PROJECT 2.1 BUDGETS (a) The Borrower shall submit to the Security Trustee, the Facility Agent, each Royalty Holder and the Independent Engineer: (i) prior to the New Ownership Date; and (ii) not later than 30 days after the beginning of any subsequent 12 consecutive monthly period after the end of any Annual Budget (including the Supplemental Annual Budget referred to below), an annual budget which shall set out the proposed Production for 12 monthly period commencing with such calendar month and the proposed Project Costs that it shall incur in such 12 monthly period, provided that the Borrower may in January 2003 submit a supplemental annual budget for the 12 month period running from January 1, 2003 to December 31, 2003. (b) Within 10 days of receipt of any such budget, the Security Trustee shall advise the Borrower if the Required Secured Parties have approved such annual budget and if any amendments to such annual budget are required by the Independent Engineer or the Security Trustee. If within such 10 day period the Security Trustee does not advise the Borrower of any amendments required to such annual budget, then such annual budget shall be deemed approved by the Required Secured Parties. If the Security Trustee or the Independent Engineer makes any amendments to any proposed annual budget, the Borrower shall incorporate such amendment into such annual budget and any such decision of the Security Trustee or the Independent Engineer shall be conclusive and binding. Upon being approved (including with any amendment required pursuant to this clause (b)), such annual budget shall be the Annual Budget for such 12 month period for the purpose of this Agreement. -23- (c) Prior to the Release Date, the Borrower shall not, during any period for which an Annual Budget applies, enter into any transaction or permit to exist any Material Adverse Deviation from such Annual Budget. (d) Upon Economic Completion, the Approved Budget shall be deemed to be the Annual Budget. 2.2 PROJECT DOCUMENTS The Borrower shall as soon as is practicable and in any event, prior to the Economic Completion Date: (a) procure that the Project Engineer or such other duly qualified firm (acceptable to each Lender) shall provide a new Environmental Impact Statement in form and substance satisfactory to each Lender and providing a report on the environmental impact of the Project and the development and operation of any proposed gold processing plant at the Project; and (b) procure that the Project Engineer shall provide a new feasibility study in form and substance satisfactory to each Lender and providing a report on the feasibility of redeveloping the Project, including by way of the use of a gold processing plant. 2.3 PRODUCTION OF DEVELOPMENT PLAN (a) The Borrower shall as soon as reasonably practical and no later than 60 days after receipt of the feasibility study referred to in Clause 2.2(b) give to the Lenders and each Royalty Holder a proposed Development Plan including a detailed financial model (the "FINANCIAL MODEL") with (A) a cash flow schedule for the Project (including a line item of Project Operating Costs per Ounce for each period which covers a Cash Flow Period) (the "CASH FLOW SCHEDULE"), (B) a "Financial Model Summary of Capital Expenditure" attached to it and setting forth for (x) each monthly period during the first twelve months from the effective date of the Development Plan, (y) each quarterly period for the subsequent year and (z) each annual period thereafter for the remainder of the Project Period, amongst other things: (i) the cash flows expected to be generated including Future Net Cash Flows of, and containing other financial and operation date relating to the Project; (ii) expected Funded Debt Service; (iii) expected Present Value of Future Net Cash Flow; (iv) expected Project Capital Costs; (v) expected Project Operating Costs; (vi) expected Project Life Ratio; (vii) expected Reserve Value Cover Ratio; (viii) a Schedule of Capital Costs; (ix) expected Proven and Probable Reserves; and (x) expected Recovery Rate. together with (C) details of the future development of the Project, (D) the forecast Discharge Date, and (E) such other information or data as is reasonably requested by any Finance Party. (b) In the event that, within 7 Business Days of the receipt of the details of the proposed Development Plan provided pursuant to Clause 2.3(a), the Secured Parties reasonably determine that such proposed Development Plan is not satisfactory or would, or would reasonably be likely to, affect adversely any of (i) the Borrower's ability to comply with its -24- obligations under any financial covenants under any Finance Documents, (ii) the availability of funds to consummate the Project or the availability of funds to operate the Mine, or (iii) the ability to repay the Obligations of the Loans (assuming all Commitments on the date hereof are at such time fully utilised) in full by the Final Maturity Date, or meets its obligations pursuant to the Royalty Agreements, such proposed Development Plan shall be not effective. (c) If the Secured Parties do not agree to any such proposed Development Plan, the Secured Parties shall notify the Borrower within 7 Business Days of receipt of the relevant request from the Borrower, giving the reasons for such disagreement. If the Borrower and the Secured Parties cannot resolve the matter within 15 Business Days of such notice from the Secured Parties, the matter shall be referred, at the cost of the Borrower, for determination by an Expert who, acting as an expert and not an arbitrator, shall determine if the proposed Development Plan is reasonable and satisfactory and meets the factors set forth in Clause 2.3(b)(i) through (iii). (d) If the Secured Parties do not agree to any proposed Development Plan or an Expert does not agree that a proposed Development Plan is reasonable and satisfactory and meets the factors set forth in Clause 2.1(b)(i) through (iii), the Borrower shall submit to the Secured Parties a further Development Plan pursuant to Clause 2.3(a). (e) As a condition precedent to the effectiveness of any Development Plan proposed by it, the Borrower will deliver to the Facility Agent (with sufficient copies for each Secured Party) and each Royalty Holder a certificate calculated as of the effective date of such initial Development Plan indicating that no Default would, or would be likely to, occur at any time as a result of such initial Development Plan, together with such information concerning the calculations and assumptions used by the Borrower in preparing such certificate as any Secured Party shall have requested. (f) On the Development Plan being agreed by the Secured Parties or deemed reasonable by the expert pursuant to Clause 2.3(c) and upon it becoming effective, the Secured Parties shall consider any reasonable request by the Borrower to change the repayment profile of the Facilities to reflect the production profile of the Mine contained in such Development Plan. 2.4 PROJECT DETERMINATIONS, ETC. (a) All financial determinations and calculations relating to the Project (excluding Excess Cash Flow which shall be calculated by the Facility Agent as set forth in the definition thereof) after the effectiveness of the initial Development Plan shall be: (i) in the case of any such projected determination or calculation, made in accordance with the Development Plan, (after taking into account any Price Protection Agreement then in effect); and (ii) calculated to the reasonable satisfaction of the Security Trustee; provided, however, that during any period: (A) occurring prior to the deemed effectiveness of any relevant modification of the Development Plan pursuant to Clause 2.5(a), all determinations and calculations referred to in this clause shall be determined in accordance with the Development Plan as in effect prior to the date of such deemed effectiveness; or (B) occurring after the date of any determination made by the Secured Parties pursuant to Clause 2.5(c) and prior to the approval of any relevant modification or supplement to the Development Plan by all the Secured Parties pursuant to such clause, all determinations and calculations referred to in this clause shall be determined to the reasonable satisfaction of the Secured Parties. -25- (b) All determinations and calculations to be made in accordance with the Cash Flow Schedule by reference to a specified period shall, in the event such period does not appear in the Cash Flow Schedule, be determined or calculated on a pro rata basis for such specified period from the actual periods referred to in the Cash Flow Schedule. (c) All determinations and calculations to be made prior to the effectiveness of the initial Development Plan shall be made: (i) in accordance with the standards and guidance set forth in GAAP or, (ii) if GAAP does not (in the opinion of the Security Trustee) provide sufficient guidance as to such determination or calculations then such determinations or calculations, in the manner determined by the Security Trustee. 2.5 CHANGES TO DEVELOPMENT PLAN OR PROVEN AND PROBABLE RESERVES (a) The Borrower shall give prompt notice to the Lenders (through the Facility Agent) and each Royalty Holder of any change in any fact, event or circumstance which renders the Development Plan as then currently in effect materially inaccurate, including any change in: (i) the cash flows expected in connection with the Project due to any delay in the construction of the Mine (including any proposed carbon in leach plant) or any interruption to the operation of the Mine in respect of which an Obligor has received proceeds from any delay in start-up or business interruption policy of insurance, as the case may be; (ii) the likely future development of the Project arising as a result of any tests conducted in connection with the achievement of Economic Completion; or (iii) the Proven and Probable Reserves and shall work in consultation with the Independent Engineer in determining what modifications might be necessary to be made to the Development Plan so as to render the same accurate. (b) The Borrower shall deliver to the Lenders (through the Facility Agent) and each Royalty Holder details as to any such proposed modification no later than 15 Business Days after the occurrence of any such change, etc., and shall deliver to each Lender (through the Facility Agent) and each Royalty Holder a copy of the Development Plan as proposed to be modified following the effectiveness of such proposed modification. Unless the circumstances described in Clauses (b) or (c) apply, the Development Plan shall be deemed amended by such modification with immediate effect from the receipt of the notice of modification described in the previous sentence. (c) In the event that, within 15 Business Days of the receipt of the details of any proposed modification to the Development Plan pursuant to Clause 2.5(a), the Lenders or any Royalty Holder reasonably determine that such proposed modification is not responsive to the relevant change in fact, event or circumstance or would, or would reasonably be likely to, affect adversely any of (i) the Borrower's ability to comply with its obligations under Clause [o], or (ii) the availability of funds to consummate the Project or the availability of funds to operate the Mine in accordance with the Development Plan as then currently in effect, or any Royalty Holder does not accept any change to the Proven and Probable Reserves, no such modification or supplement, shall (A) prior to the Discharge Date be effective unless and until approved by each Lender and each Royalty Holder, and (B) on and after the Discharge Date, shall be effective unless and until approved by each Royalty Holder. (d) If the Required Secured Parties do not agree to any such proposed change to the Development Plan, the Security Trustee shall notify the Borrower within 15 Business Days of receipt of the relevant request from the Borrower, giving the reasons for such disagreement. If the Borrower and the Security Trustee (acting on the instructions of all Secured Parties) cannot resolve the -26- matter within 15 Business Days of such notice from the Security Trustee, the matter shall be referred, at the cost of the Borrower, for determination by an Expert who, acting as an expert and not an arbitrator, shall determine the extent to which the proposed amendments are reasonable. To the extent the Expert does determine such amendments to be reasonable, it shall also deliver an audit review to confirm that such amendments, once incorporated into the Development Plan, have been properly so incorporated. The Expert's determination and audit review shall be final and binding on all parties. (e) If any Secured Party believes there has been any change in any fact, event or circumstance which renders the Development Plan as then currently in effect materially inaccurate, including any change in: (i) the cash flows expected in connection with the Project due to any delay in the construction of the Mine (including any proposed carbon in leach plant) or any interruption to the operation of the Mine in respect of which an Obligor has received proceeds from any delay in start-up or business interruption policy of insurance, as the case may be; (ii) the likely future development of the Project arising as a result of any tests conducted in connection with the achievement of Economic Completion; or (iii) the Proven and Probable Reserves (or the accuracy of the calculation thereof) such Secured Party (or the Facility Agent or the Security Trustee on its behalf) may propose modifications be made to the Development Plan so as to render the same accurate. The Borrower shall accept such amendments if they are reasonable, subject, if the Borrower so requires, to delivery, at the cost of the Borrower, of such an audit review of the amended Development Plan as the Borrower, acting reasonably, considers to be, in form and substance, satisfactory. (f) If the Borrower does not agree to any such proposed change to the Development Plan because they are not reasonable, it shall notify the Security Trustee within 30 days of receipt of the relevant notice from the Security Trustee, giving its reasons for such disagreement. If the Borrower and the Security Trustee (acting on the instructions of all Secured Parties) cannot resolve the matter within 15 Business Days of such notice from the Borrower, the matter shall be referred, at the cost of the Borrower, for determination by an Expert who, acting as an expert and not an arbitrator, shall determine the extent to which the proposed amendments are reasonable. To the extent the Expert does determine such amendments to be reasonable, it shall also deliver an audit review to confirm that such amendments, once incorporated into the Development Plan, have been properly so incorporated. The Expert's determination and audit review shall be final and binding on all parties. (g) As a condition precedent to the effectiveness of any modification to the Development Plan proposed by it, the Borrower will deliver to the Security Trustee (with sufficient copies for each Secured Party) a certificate calculated as of the effective date of such modification indicating that no Default would, or would be likely to, occur at any time as a result of such modification, together with such information concerning the calculations and assumptions used by the Borrower in preparing such certificate as the Security Trustee shall have reasonably requested. 3. PROJECT ACCOUNTS 3.1 ACCOUNTS IN GHANA (a) ESTABLISHING GHANA ACCOUNT (DOLLARS) The Borrower may establish an account (the "GHANA ACCOUNT (DOLLARS)") in Ghana in the name of the Borrower with the Project Account Bank (Ghana). (b) GHANA ACCOUNT (CEDI). -27- For the purpose of facilitating the conversion of Dollars into Cedi and the payment of Project Costs denominated in Cedi as well as (without prejudice to the provisions of Clause 5.18) for the purpose of receiving any proceeds in Cedi from the sale of Project Output or any other amount denominated in Cedi, the Borrower may establish an account denominated in Cedi (the "GHANA ACCOUNT (CEDI)") in Ghana in the name of the Borrower with the Project Account Bank (Ghana). (c) TRUST ACCOUNT. For the sole purpose of complying with Ghanaian Applicable Law and the requirements of the Central Bank, the Borrower may establish the Trust Account. (d) TRANSFER AT ECONOMIC COMPLETION AND UPON ENFORCEMENT EVENT Upon the occurrence of an Enforcement Event, any balances standing to the credit of any Project Account (other than the Operating Account) shall (unless otherwise directed by the Security Trustee) be transferred to the Operating Account. 3.2 OPERATING ACCOUNT AND TRUST ACCOUNT (a) OPERATING ACCOUNT The Borrower may establish an account (the "OPERATING ACCOUNT") in London in the name of the Borrower with the Project Operating Account Bank (U.K.). (b) TRUST ACCOUNT For so long as Applicable Law in Ghana shall require, all proceeds of the sale of Project Output (including pursuant to any Price Protection Agreement) shall be subject to the terms and conditions of the Foreign Exchange Retention Account Agreement, shall be deposited into the Trust Account and shall immediately be transferred therefrom as follows: (i) twenty per cent (20%) to the Central Bank for conversion by the Central Bank into Cedis, such Cedi denominated amounts to be transferred forthwith to the Ghana Account (Cedi); and (ii) eighty per cent (80%) to the Operating Account. 3.3 GENERAL PROVISIONS RELATING TO THE PROJECT ACCOUNTS (a) OTHER ACCOUNTS In addition to the Project Accounts specified in Clauses 3.1(a), 3.1(b), 3.1(c) and 3.2(a), the Borrower may, subject to Clause 3.3(f), establish further Project Accounts provided that prior to establishing such further Project Account the Borrower has granted to the Security Trustee such further liens, and entered into such further Instruments as the Security Trustee shall require (acting reasonably). The Borrower may not open any bank account other than a Project Account. (b) RESTRICTIONS The Borrower shall deposit moneys to, and moneys shall be disbursed from, the Project Accounts pursuant to the provisions of this Agreement and the other Finance Documents. (c) ON ENFORCEMENT Without prejudice to the right of any Finance Party to obtain any repayment or prepayment of any Obligation from the Project Accounts, at any time when any Enforcement Event shall -28- have occurred and be continuing, no withdrawal may be made from any Project Account without the prior written consent of the Security Trustee. (d) PROJECT COSTS No amount other than bona fide Project Costs (including any amount in respect of insurance proceeds permitted by the terms of Clause 5.8(c)(iv) to be applied in respect of repair, replacement, restoration or reimbursement) payable in the amount and during the period referred to in an Annual Budget, the Approved Budget or, as the case may be, the Cash Flow Schedule may be disbursed on instructions of the Borrower or otherwise from any Project Account; provided, however, that: (i) subject to clause (c)(ii), any Project Costs which are scheduled, pursuant to an Annual Budget, the Approved Budget or the Cash Flow Schedule, to be incurred in any quarter may be incurred and paid for in any prior quarter; and (ii) nothing in this clause shall, or shall be deemed to, prevent (x) disbursement of amounts from any Project Account in payment of any Obligations (including pursuant to the provisions of any Loan Agreement), (y) transfer of monies between Project Accounts in accordance with this Agreement and the other Finance Documents, or (z) the payment of Permitted Distributions made pursuant to Clause 6.7. (e) REPAYING OBLIGATIONS Any payment of any Obligations to be made from any Project Account shall (without prejudice to the right of any Finance Party to obtain such repayment or prepayment from any other source, including the other Project Accounts) be made in Dollars by disbursing from the relevant Project Account directly to such Finance Party (and, in the case of any disbursement from the Ghana Account (Cedi), arranging for the conversion of the relevant disbursement from Cedi into Dollars) an amount sufficient to provide for such payment. (f) CURRENCY OF ACCOUNTS Unless otherwise stated in a Finance Document: (i) except as provided in (ii) below, each Project Account shall be denominated in Dollars; and (ii) for the sole purpose of paying Project Costs, the Borrower may at any time and from time to time hold not more than 10% (or such other amount as is agreed from time to time by the Borrower and the Security Trustee) of its total cash assets in a currency other than Dollars or Cedis. 3.4 PAYMENTS FROM PROJECT ACCOUNTS AFTER DEFAULT At any time when any Event of Default shall have occurred and be continuing but prior to any Enforcement Event, the Borrower may only request or direct the relevant Project Account Bank to disburse funds from any Project Account for the purpose of payment of amounts referred to below which shall be paid in the following order of priority and to the extent sufficient funds are available in any Project Account: (a) FIRST, for payment of Required Completion Expenditures, Required Capital Expenditures and Representatives Liabilities; (b) SECOND, for: (i) repayment of the Principal Amount of Loans, all interest accrued thereon and other payment Obligations (other than as referred to in clause (c)) of the Borrower to the Finance Parties then due and owing; and -29- (ii) for payment of amounts due under a Royalty Agreement by way of royalties pursuant to Clause 3 of the First Royalty Agreement and, after the Discharge Date by way of damages (including liquidated damages payable under Clause 6 of the First Royalty Agreement); and (c) THIRD, if prior to the Discharge Date, for payments then due and owing in respect of Price Protection Agreements entered into by the Borrower with a Secured Party in accordance with Clause 5.11 (including for the purchase of Ounces to make such payment). 3.5 PAYMENT FROM PROJECT ACCOUNTS TO PAY PERMITTED DISTRIBUTIONS Each Secured Party agrees that, notwithstanding the terms of any Share Security Agreement, on each Cash Sweep Date upon which a Permitted Distribution may be made, such Secured Party shall, upon request of the Borrower, instruct the Security Trustee to release sufficient dividends from such Share Security Agreement to make payment of such dividends. 4. REPRESENTATIONS AND WARRANTIES 4.1 MAKING OF REPRESENTATIONS AND WARRANTIES The representations and warranties set forth in this Clause and each other Repeating Representation shall be made: (a) on the date of this Agreement; (b) upon the delivery of each Utilisation Request delivered on or after the New Ownership Date; and shall be deemed to have been made on: (c) each Utilisation Date on or after the New Ownership Date (both immediately before and immediately after the application of the proceeds of the relevant Loans); (d) the New Ownership Date; (e) the Economic Completion Date; (f) the Release Date; (g) any date on which any person grants further security pursuant to any Finance Document on or after the New Ownership Date; (h) any date the Borrower enters into a Royalty Agreement other than the First Royalty Agreement; (i) any date when any person accedes to or becomes party to any Finance Document as an Obligor on or after the New Ownership Date; and (j) the last day of each 12 monthly period ending after the New Ownership Date. 4.2 ORGANISATION, POWER, AUTHORITY, ETC. Each Obligor: (a) in the case of the Borrower, is a company validly organised and existing and in good standing under the laws of Ghana; (b) in the case of each other Obligor, is a company validly organised and existing under the laws of its formation; -30- (c) is duly qualified to do business and is in good standing (where such concept is applicable) as a foreign company in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify would have a Materially Adverse Effect on it; (d) has full power and authority, and holds all requisite Approvals, to own and hold under lease its property, to sue and to be sued in its own name and to conduct its business substantially as currently conducted by it; and (e) has full power and authority to enter into and perform its obligations under this Agreement and the other Operative Documents executed or to be executed by it and (in the case of the Borrower) to obtain the Loans and to make payments under each Royalty Agreement. 4.3 DUE AUTHORISATION; NON-CONTRAVENTION The execution and delivery by each Obligor of this Agreement and each other Operative Document executed or to be executed by it and the performance by it of its obligations hereunder and thereunder, and, in the case of the Borrower, the receipt of the Loans under the Loan Agreement and the making of payments under each Royalty Agreement: (a) have been duly authorised by all necessary corporate action on its part and do not require any Approval (other than those Approvals referred to in Item 1 ("APPROVALS") of the Disclosure Schedule), except where failure to obtain such Approval could not lead to a Materially Adverse Effect; (b) do not and will not conflict with, result in any violation of, or constitute any default under, any provision of any Requirement of Law or Approval binding on it, except where such conflict, violation or default could not lead to a Materially Adverse Effect; (c) will not result in or require the creation or imposition of any lien on any of its properties pursuant to the provisions of any Contractual Obligation (other than pursuant to this Agreement and each Security Agreement to which it is a party); and (d) will not cause any borrowing, negative pledge or other limitation on it or the powers of the directors or other officers of such Obligor to be exceeded. 4.4 VALIDITY, ETC. (a) This Agreement constitutes, and each other Operative Document executed or to be executed by each Obligor constitutes, or on the due execution and delivery by it thereof will constitute, the legal, valid, and binding obligation of such Obligor enforceable against it in accordance with its terms (subject, as to enforcement, to bankruptcy and insolvency laws and other similar laws of applicability to creditors generally and to general equitable principles). (b) Upon execution each Security Agreement will create in favour of the Security Trustee (and for the benefit of the Finance Parties), a valid and perfected lien on all of the assets, properties, rights and revenues referred to in each such Security Agreement as security for the relevant obligations expressed to be covered thereby, subject to no liens, except: (i) for mandatory provisions of Applicable Law; and (ii) as specifically permitted by this Agreement or such Security Agreement. 4.5 LEGAL STATUS; NO IMMUNITY No Obligor or any of their respective properties or revenues enjoys any right of immunity from suit, set-off, attachment, execution, attachment, judgment or other legal process in respect of such Obligor's obligations under any of the Operative Documents to which it is a party. -31- 4.6 FINANCIAL INFORMATION All balance sheets and all statements of profit and loss and cash flow and all other financial information relating to any Obligor which has been furnished by or on behalf of any Obligor to a Finance Party (in the case of the Borrower, on or after the New Ownership Date) for the purposes of or in connection with any Finance Document or any transaction contemplated thereby, including the most recent balance sheet of any Obligor delivered to any Finance Party, and the related statements of profit and loss and cash flow of the Borrower for the Fiscal Year then ended, as certified by the chief financial Authorised Representative of the Borrower, have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein) and present fairly the financial position of such Obligor as at the dates thereof and the results of its operations for the periods then ended. The Borrower does not have any material contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitments which are not reflected in its financial statements described in this Clause or in the notes thereto. 4.7 ABSENCE OF DEFAULT (a) None of the Borrower, the Holding Company or any other Obligor is in default in the payment of (or in the performance of any material obligation applicable to) any indebtedness; (b) the Borrower, the Holding Company and each other Obligor represent and warrant that no Default is outstanding or would result (or has resulted) from the making of any Loan; and (c) no Obligor is in default under any material provision of any Project Document to which it is party, any material Requirement of Law or the terms or conditions upon which any Approval has been granted. 4.8 LITIGATION, ETC. There is no pending or, to the knowledge of any Obligor, threatened litigation, arbitration, employment dispute or governmental investigation or proceeding against any Obligor or to which any of its business, operations, properties, assets (including the Mine), revenues or prospects is subject which, if adversely determined, could reasonably have a Materially Adverse Effect with respect to the Borrower, the Holding Company or any other Obligor. In the case of any litigation so disclosed, there has been no development in such litigation since the Effective Date which could reasonably have a Materially Adverse Effect with respect to the Borrower, the Holding Company or any other Obligor. 4.9 MATERIALLY ADVERSE EFFECT Since the New Ownership Date, there have been no occurrences which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect with respect to any Obligor. 4.10 BURDENSOME AGREEMENTS No Obligor is a party or subject to any Contractual Obligation or Organic Document which has or may reasonably be expected to have a Materially Adverse Effect on it. 4.11 TAXES AND OTHER PAYMENTS (a) Each Obligor (other than the Sponsor) has filed all tax returns (including all property tax returns and other similar tax returns applicable to the Mine) and reports required by Applicable Law to have been filed by it and has paid all taxes and governmental charges thereby shown to be due and owing and all claims for sums due for labour, material, supplies, personal property and services of every kind and character provided with respect to, or used in connection with its business (including in the case of the Borrower, the Mine) and no claim for the same exists except as permitted hereunder, except any such taxes, charges or amounts: (i) in respect of which the relevant invoice or demand for payment (other than a demand referred to in Clause 7.1 (s)) was issued not more than 30 days prior to the payment -32- thereof (and in respect of which such Obligor will pay prior to the end of such period); (ii) for which an initial internal appeal (if available) has been made to the relevant Governmental Authority, not more than 14 days has elapsed since any such appeal has been made and no Governmental Authority has attempted to create or exercise any lien in respect of such unpaid taxes, charges or amounts; or (iii) in respect of which an amount not less than maximum amount payable in respect thereof has been lodged in an account in London with the Security trustee and which is subject to a first ranking in favour of the Security Trustee. Summary details of taxes required to be paid by the Borrower in connection with the development of the Project are set forth in Item 10 ("TAXES") of the Disclosure Schedule. 4.12 MINING RIGHTS, PROJECT ASSETS The Borrower: (a) will have (or, if this representation is given or deemed repeated on or after the New Ownership Date, has) by the New Ownership Date acquired the Mining Lease and the Mining Rights attached thereto; (b) will have acquired by the Economic Completion Date all other Project Assets and such other surface and other rights as are necessary for access rights, water rights, plant sites, tailings disposal, waste dumps, ore dumps, abandoned heaps or ancillary facilities which are required in connection with the development of the Project; (c) as of the Economic Completion Date and each date thereafter, all such Project Assets, Mining Rights and other rights will be or are sufficient in scope and substance for the development of the Project and no part of the purchase price payable in connection with the acquisition of such Mining Rights and other rights (other than, prior to the Economic Completion Date, the Deferred Consideration and any royalty payments, if any, payable pursuant to any Royalty Agreement) remains unpaid. 4.13 OWNERSHIP AND USE OF PROPERTIES; LIENS (a) The Borrower will: (i) as at the first Utilisation Date and on each date thereafter, have good and marketable title to the Mining Lease; and (ii) at all times on and after the Economic Completion Date, have good and marketable title to all Project Assets. in each case free and clear of all liens or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Clause 6.4 or as disclosed in Item 3 ("ASSETS; PROPERTIES") of the Disclosure Schedule. (b) The Borrower does not own any assets or properties other than those used in connection with the Project and those incidental to the operation of the Mine. (c) The Borrower has complied in all material respects with all Contractual Obligations relating to any Project Asset leased, operated, licensed or used (but not owned) by it and all Instruments pursuant to which it is entitled to lease, operate, license or use any such Project Assets are in full force and effect. (d) None of the Obligors party to this Agreement from time to time is a party to, nor is it or any of its assets bound or affected by, any order, licence, permit, consent, agreement or instrument -33- under which such Obligor is, or in certain events may be, required to create, assume or permit to arise any lien other than a Permitted Lien. 4.14 SUBSIDIARIES (a) The Borrower has no subsidiaries. (b) The Holding Company has no subsidiaries other than the Borrower. 4.15 INTELLECTUAL PROPERTY At all times on and after the New Ownership Date, the Borrower owns and possesses all such patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as it considers necessary for the conduct of its business as now conducted without, individually or in the aggregate, any infringement upon rights of other persons which could reasonably be expected to have a Materially Adverse Effect with respect to it, and there is no individual patent or patent licence the loss of which would have such a Materially Adverse Effect. 4.16 TECHNOLOGY At all times on and after the Economic Completion Date, the Borrower owns or has the right to use all technologies and processes required by it to consummate the Project and operate the Mine in accordance with good industry practice. There are no material licence agreements granting any other person rights in any patented process or the right to use technical or secret know-how that are required for the consummation of the Project or the operation of the Mine. 4.17 APPROVALS; PROJECT DOCUMENTS (a) At all times on and after the New Ownership Date, all Instruments have been entered into and all Approvals have been obtained by the Borrower (other than those identified in Part B ("PENDING APPROVALS") of Item 1 of the Disclosure Schedule as being scheduled to be obtained after the date the representation referred to in this clause is made or repeated from time to time) which are required or advisable to consummate the Project and facilitate the operation of the Mine. All Approvals necessary or advisable to obtain in connection with the consummation of the Project and the operation of the Mine in accordance with the Development Plan are listed on Item 1 ("APPROVALS") of the Disclosure Schedule. (b) Except as disclosed in writing to the Security Trustee, each of the Project Documents that has been provided to the Facility Agent or the Security Trustee is: (i) in full force and effect; (ii) enforceable by each Obligor party to it against all other parties thereto in accordance with its terms (subject, as to enforcement, to bankruptcy and insolvency laws and other laws of applicability generally and to general equitable principles); and (iii) in the form previously or concurrently delivered to the Facility Agent or the Security Trustee pursuant to any Finance Document. (c) All material performance required under each Project Document of each Obligor (and, to the best of the knowledge of such Obligor, of each other party) has occurred (except performance required by any relevant Project Document to be performed at a later date), and no default (however denominated or described) in the performance of the obligations of any Obligor (or, to the best of the knowledge of such Obligor, of any other party) under any Project Document to which it is a party has occurred and is continuing. 4.18 ADEQUACY OF INFORMATION The Borrower represents and warrants that: -34- (a) the factual statements contained (or if not yet provided to any Finance Party, will contain when so provided) in each of the Development Plan, Environmental Impact Statement and Insurance Summary, based upon the assumptions stated therein, have been or will be prepared with due care, are true and correct in all material respects and do not and will not omit to state any information or fact the omission of which might render any conclusion or statement contained in any such document misleading in any material respect; (b) the Development Plan contains (or if not yet provided to the Facility Agent, will contain when so provided) summary descriptions of the Project Assets and the Project and the operation of the Mine as proposed to be conducted throughout the Project Period; (c) the Environmental Impact Statement, the Technical Review and the Insurance Summary contain (or if not yet provided to any Finance Party, will contain when so provided) summary descriptions of the environmental, technical and insurance aspects respectively of the Project Assets and the Project and the operation of the Mine as now conducted and as proposed to be conducted throughout the Project Period; and (d) the financial projections, estimates and other expressions of view as to future circumstances contained (or if not yet provided to the Facility Agent, will contain when so provided) in the Development Plan are fair and reasonable and, to the best of the Borrower's knowledge, have been (or, if not yet provided, will be when provided) arrived at after reasonable enquiry and have been made in good faith by the persons responsible therefor. 4.19 ENVIRONMENTAL WARRANTIES Each of the Borrower and the Holding Company represents and warrants that: (a) all facilities and property (including underlying groundwater) owned, operated, leased or utilised by any Obligor or, so far as such Obligor is aware having made enquiry, any other Project Party (in each case) in connection with the Project have been (from the New Ownership Date), and will continue to be (from the date the initial Environmental Impact Statement is delivered pursuant to Clause 2.2(a)), owned, operated, leased or utilised by such person in compliance with the standards set out in, referred to or utilised by the Environmental Impact Statement (the "ENVIRONMENTAL REVIEW STANDARDS") and in compliance with all Environmental Laws except where any failure to so comply (x) would not reasonably be expected to have a Materially Adverse Effect with respect to such Obligor, or (y) has not resulted in, and would not reasonably be likely to result in, any action being taken by any Governmental Agency or any other person; (b) there has not been since the New Ownership Date any past, and there are no pending or, to its knowledge, threatened: (i) claims, complaints, notices or requests for information received by it or, so far as it is aware, having made reasonable enquiry, any other Project Party in connection with the Project with respect to any alleged violation of Environmental Review Standards or any Environmental Law; or (ii) claims, complaints, notices or inquiries to it, or so far as it is aware having made reasonable enquiry, such Project Party in connection with the Project regarding potential liability under any Environmental Review Standard or Environmental Law; (c) since the New Ownership Date there have been no releases or emissions of Hazardous Materials at, on or under any property now or previously owned, operated or leased by the Borrower or, so far as each of the Borrower or the Holding Company is aware having made enquiry, any other Project Party in connection with the Project that, singly or in the aggregate, have, or may reasonably be expected to have, a Materially Adverse Effect with respect to it; (d) since the New Ownership Date the Borrower, and so far as it is aware having made enquiry, each other Project Party has been issued with, and is in compliance with, all Environmental Review Standards and Approvals relating to environmental matters which are necessary or -35- advisable for the Project except where any failure to so comply (x) would not reasonably be expected to have a Materially Adverse Effect with respect to it, or (y) has not resulted in, and would not reasonably be likely to result in, any action being taken by any Governmental Agency or any other person; (e) since the New Ownership Date no property now or previously owned, operated or leased by the Borrower is listed or, to its knowledge, proposed for listing on any governmental or regulatory list of sites requiring investigation or clean-up; (f) there have not been since the New Ownership Date any underground or above-ground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned on or after the New Ownership Date, operated or leased on or after the New Ownership Date by the Borrower that, singly or in the aggregate, could reasonably be expected to have, a Materially Adverse Effect with respect to the Borrower; (g) since the New Ownership Date the Borrower has not and, so far as the Borrower or the Holding Company is aware having made reasonable enquiry no other Project Party has, directly transported or directly arranged for the transportation of any Hazardous Material in connection with the Project which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury; (h) there have not been since the New Ownership Date any polychlorinated biphenyls or friable asbestos present at any property now or previously owned on or after the New Ownership Date, operated or leased on or after the New Ownership Date by the Borrower or, so far as it is aware having made reasonable enquiry, any other Project Party in connection with the Project that, singly or in the aggregate, could reasonably be expected to have, a Materially Adverse Effect with respect to the Borrower; and (i) there have not been since the New Ownership Date any conditions that exist at, on or under any property now or previously owned, leased, operated, licensed or used in each case on or after the New Ownership Date by the Borrower or any other Project Party in connection with the Project which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Review Standard or Environmental Law that, individually or in the aggregate, has, could reasonably be expected to have, a Materially Adverse Effect with respect to the Borrower. 4.20 PARI PASSU The payment Obligations of each Obligor under each Finance Document to which it is a party rank at least pari passu in right of payment with all of such Obligor's other unsecured indebtedness, other than any such indebtedness which is preferred by mandatory provisions of Applicable Law or as set out in any Finance Document. 4.21 ROYALTIES, ETC. Other than as disclosed in Item 6 ("ROYALTY AGREEMENTS") of the Disclosure Schedule, neither the Mine nor the Borrower's interest therein is subject to any royalty, net smelter return obligation, net profit payment or similar arrangement. 4.22 MANAGEMENT OF MINE The Borrower has sole responsibility for the construction, operation and management of the Mine and has not and does not propose to enter into any agreement for any third party to construct, operate or manage all or part of the Mine, except as provided in any Project Document. 4.23 SOLVENCY No Obligor is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or within the meaning of any equivalent legislation in its place of incorporation or in any place in which it carries on its business or its assets are located. -36- 4.24 MATERIAL AGREEMENTS The Borrower has provided to the Facility Agent and the Security Trustee certified copies of all Instruments which are Material Agreements or otherwise material or reasonably likely to be material to: (a) any Finance Party's decision to enter into the Finance Documents to which it becomes a party on or after the New Ownership Date and, in the case of any other Obligor to which it becomes a party at any time; (b) the Project; or (c) any Obligor's rights and obligations pursuant to any Operative Document, and each such Instrument in existence as at the date hereof and on the New Ownership Date is listed under Item 8 ("MATERIAL AGREEMENTS") of the Disclosure Schedule. 4.25 REGISTRATION It is not necessary or advisable that this Agreement or any other Operative Document to which any Obligor is a party be filed, registered, recorded or enrolled with any court, public office or other authority in any jurisdiction or that any stamp, documentary, registration or similar Tax or duty be paid on or in relation to this Agreement or any other Operative Document, except to the extent this Agreement or such Operative Document has been filed, registered, recorded or enrolled, as the case may be, or such Tax has been paid as set out in the Disclosure Schedule. 4.26 LEASES The Borrower has acquired all leases of real property and other rights of whatever nature necessary for the present and proposed conduct of its business and the carrying out of the Project. 4.27 ISSUE OF SHARES There are no agreements or arrangements in force (in the case of the Borrower, on or after the New Ownership Date) which provide for the present or future issue, allotment or transfer of, or grant to any person the right (whether conditional or otherwise) to call for the issue, allotment or transfer of any share or loan capital of the Borrower or the Holding Company (including any option or right of pre-emption or conversion). 4.28 SPECIAL PURPOSE VEHICLE The Borrower has not traded (on or after the New Ownership Date) or incurred any liabilities (on or after the New Ownership Date) other than in connection with its participation in the transactions contemplated in the Operative Documents. 4.29 TAX STATUS The Borrower is and has been since the New Ownership Date a company resident in Ghana and, except as stated in the Deed of Warranty, is subject to Applicable Laws relating to Taxation. 5. COVENANTS 5.1 CERTAIN AFFIRMATIVE COVENANTS Each Obligor party to this Agreement from time to time agrees with each Finance Party that, on and from the New Ownership Date and until all Commitments have terminated and all Obligations have been paid and performed in full, it will perform its respective undertakings set forth in this Clause. -37- 5.2 FINANCIAL INFORMATION, ETC. The Borrower (and/or where stated below, each other Obligor) will furnish, or will cause to be furnished, prior to the Discharge Date to the Facility Agent (with copies for each Lender) and at all times, to each Royalty Holder copies of the following financial statements, reports and information: (a) promptly when available, and in any event within 120 days after the close of each Fiscal Year of the Borrower and (if prepared or if requested) each other Obligor, its own balance sheets at the close of such Fiscal Year and the related statements of profit and loss and cash flow in each case with comparable information at the close of and for the prior Fiscal Year, and in each case reported on without Impermissible Qualification by the Auditors, together with a certificate from the Auditors to the effect that, in making the examination necessary for the signing of such financial statements by the Auditors, they have not become aware of any Default in respect of Clauses 6.3 or any financial covenants incorporated in any Finance Document or an Insolvency Default that has occurred and is continuing, or, if they have become so aware, describing such Default or breach; (b) (i) promptly when available, and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower falling on or after the Economic Completion Date, and any other Obligor, its balance sheet at the close of such Fiscal Quarter, and its related statements of profit and loss and cash flows in each such case in respect of such related statements, for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding period during such prior Fiscal Year) and certified by an accounting or financial Authorised Representative of the Borrower or, as the case may be, such other Obligor; and (i) within twenty days of the last day of each Cash Flow Period falling on or after the Economic Completion Date, management accounts of the Borrower for the Cash Flow Period then ended in sufficient detail to enable the Facilities Agent to calculate Excess Cash Flow and CFAD for such Cash Flow Period; (c) on the Economic Completion Date and within 20 Business Days of each Calculation Date (other than the Economic Completion Date), a Compliance Certificate calculated as of the Economic Completion Date or such Calculation Date, as the case may be, indicating, inter alia, compliance any financial covenants set forth in any Finance Document on each Calculation Date coinciding with or scheduled to occur thereafter, together with such information concerning the calculations and assumptions used by the Borrower in preparing such Compliance Certificate as the Facility Agent, the Security Trustee or any Royalty Holder may (acting reasonably) request; (d) prior to the Economic Completion Date, upon request and, thereafter promptly upon receipt thereof, copies of all detailed financial and management reports submitted to the Borrower by a certified public or chartered accountant in connection with each annual or interim audit made by such certified or chartered public accountant of the books of the Borrower; (e) on the New Ownership Date, annually on or about each anniversary of the New Ownership Date until the Economic Completion Date, on the Economic Completion Date and annually on the anniversary of the Economic Completion Date (or such other date as the Security Trustee shall agree), a memorandum prepared by the Borrower summarising the then outstanding insurance coverage with respect to the Mine and a certificate or certificates of insurance prepared by the Insurance Consultant confirming that: (i) all such insurance coverage is in full force and effect and all premiums payable in connection therewith have been paid; (ii) in the opinion of the Insurance Consultant, such insurance is sufficient for the purposes of the Mine and is responsive to the requirements of Clause 5.8; (iii) the Security Trustee is named as the sole loss payee under all policies of property insurance and as an additional insured under all policies of liability insurance; and (iv) the insurers under such insurance policies have undertaken in writing not to amend or terminate such policies without at least 30 days' prior -38- written notice thereof to the Security Trustee and have entered into such undertakings as are required pursuant to Clause 5.8(b); it being agreed that such certificate(s) shall be conclusive as against the Borrower both as to the amount of insurance required and the perils against which coverage is required and the Borrower shall immediately ensure that insurance is effected in accordance with such certificate(s); (f) as promptly as practicable details as to any: (i) material disputes with the Borrower's insurance carriers; (ii) failure by the Borrower to pay any insurance premium as and when required that might result in the cancellation of the relevant policy; (iii) material reduction in the amount of, or any other material change in, insurance coverage maintained in connection with the Mine; (iv) failure to comply with its obligations under Clause 5.8, in each case stating the reasons therefor, together with any other information concerning the insurance and reinsurance coverage required to be maintained by it as the Security Trustee shall have reasonably requested; (v) occurrence of any actual or potential casualty or loss which is covered by the terms of any policy of insurance maintained by or on behalf of the Borrower in connection with the Mine; and (vi) notices received from any of the Borrower's insurance carriers with respect to the cancellation of or proposed cancellation of any policy of insurance maintained in connection with the Mine; (g) without prejudice to the provisions of Clause 7.1(g) or 7.1(h), each Obligor will furnish promptly upon the occurrence thereof copies of any Instrument, correspondence or other item of documentation amending, supplementing or otherwise modifying any material provision of any Project Document to which such Obligor is a party and a detailed report of any departure from the performance by any party of any of its material obligations under any Project Document to which it is a party; (h) promptly upon receiving knowledge of the same, each Obligor will furnish notice of the occurrence of any material default or event of default (however described but without prejudice to the provisions of Clause 7.1(g) or 7.1(h)) by any party under, or any other material change in or circumstance affecting, any of the Project Documents to which it is a party; (i) without limiting any other provision of this Clause 5, as soon as possible and in any event within three Business Days after the occurrence of any Default of which it becomes aware with respect to any Obligor, such Obligor will furnish a statement of its chief financial officer setting forth details of such Default and the action which such Obligor has taken and proposes to take with respect thereto; (j) as soon as possible and in any event within five Business Days after: (i) the occurrence of any adverse development with respect to any litigation, arbitration, employment dispute, or governmental investigation or proceeding to which an Obligor is a party which could reasonably have a Materially Adverse Effect with respect to any Obligor; or (ii) the commencement of any material litigation, arbitration, employment dispute or governmental investigation or proceeding to which an Obligor is a party, the relevant Obligor will furnish to the Facility Agent and each Royalty Holder notice thereof and copies of all documentation relating thereto; (k) without limiting any other provision of this Clause, each Obligor as soon as possible and in any event within three Business Days after such Obligor knows or has reason to know of the occurrence of any circumstance which could reasonably have a Materially Adverse Effect with respect to such Obligor, furnish notice of such occurrence; (l) not later than the 15th day of each calendar month beginning after the New Ownership Date, the Borrower shall deliver a Monthly Mine Report as at the close of the previous calendar month in form and substance satisfactory (prior to the Discharge Date) to the Facility Agent -39- (acting in consultation with the Independent Engineer) and (thereafter) to each Royalty Holder; (m) not more than five Business Days after the end of each calendar month the Borrower shall deliver (i) a summary of the balance of each Project Account as at the last day of such calendar month (ii), if requested, a statement showing in detail all credits to, debits from, and balances standing to the credit of the Project Accounts for such calendar month and (iii) if requested, a certificate, duly executed by the chief financial or accounting officer of the Borrower, indicating the amounts, and the relevant payee, of all Project Costs made for such calendar month, such payments to be consistent with (prior to the Economic Completion Date) the annual budget approved by the Secured Parties pursuant to Clause 2.1 or (on and from the Economic Completion Date) the Approved Budget and/or the Cash Flow Schedule (except to the extent permitted by Clause 3.3(d)(i)); (n) without prejudice to Clause 3.6 of the First Royalty Agreement or any similar provision in any other Royalty Agreement, the Borrower shall promptly after the end of each calendar year, deliver a statement to (if prior to the Discharge Date) the Facilities Agent and (at all times) each Royalty Holder (which statement shall have been subject to satisfactory review by the Independent Engineer) of estimated Proven and Probable Reserves as at the end of such calendar year; (o) the Holding Company and the Borrower will furnish copies of each material filing report or document made to or filed with, or received from, any Governmental Agency, and of each material communication from such Obligor to shareholders or creditors generally, in each case promptly upon the making, filing or receipt thereof which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of such Obligor; (p) each Obligor will furnish copies of all material Instruments entered into by such Obligor or any other person in connection with the Project or the operation of the Mine in each case promptly upon having entered into the same and will immediately give notice of any intention to enter into any such Instrument; (q) the Borrower shall provide the Secured Parties (in the case of the Lenders, through the Facilities Agent) with copies of any other report or communication received by the Borrower from its auditors relating to the financial position or affairs of the Borrower which is of a material nature including any management letter from the auditors; and (r) each Obligor will furnish such other information with respect to the financial condition, business, property, assets, revenues and operations of such Obligor as any Finance Party may from time to time reasonably request in connection with the Project or any of the Operative Documents. 5.3 COMPLIANCE WITH LAWS Each Obligor will comply in all material respects with all Applicable Laws. 5.4 APPROVALS. (a) Each Obligor will obtain, maintain in full force and effect, and comply in all respects with, all Approvals (including those identified in Item 1 of the Disclosure Schedule as being applicable to it) as may be required from time to time for such Obligor to (i) execute, deliver, perform and preserve its rights under any of the Operative Documents executed or to be executed by it, (ii) grant and perfect the liens granted or purported to be granted and perfected by it pursuant to any Security Agreement and (iii) in the case of the Borrower, own, lease, use or license the Project Assets in which it holds any interest and operate the Mine in accordance with sound mining and business practice, in each case where failure to obtain, maintain in full force and effect and comply with such Approval which, may lead to a Materially Adverse Effect. -40- (b) Without limiting clause (a), each Obligor will obtain all Approvals identified in Part B of Item 1 ("PENDING APPROVALS") of the Disclosure Schedule by the date set forth in the Disclosure Schedule opposite such Approval and, within five Business Days of obtaining any such Approval, deliver copies (or, if requested, the original) of such approval to the Secured Parties (in the case of the Lenders, through the Facilities Agent). (c) Each of the Borrower and the Holding Company shall take all steps within its powers to obtain, maintain and when necessary renew all rights, powers, privileges, licences, consents, approvals and agreements the benefit of which it may enjoy from time to time and which may be of material benefit to it or the Project and defend any action, claim or other proceedings in any court or tribunal which may be brought against it by any person where failure to obtain, maintain, renew and defend such rights, powers, privileges, licences, consents, approvals or agreements may lead to a Materially Adverse Effect. 5.5 MAINTENANCE OF CORPORATE EXISTENCE Each Obligor will do and will cause to be done at all times all things necessary to maintain and preserve its corporate existence. 5.6 FOREIGN QUALIFICATION The Borrower and the Holding Company will do and will cause to be done at all times all things necessary to be duly qualified to do business and be in good standing (where such concept is relevant) as a foreign company or corporation in each jurisdiction where the nature of its business makes such qualification necessary. 5.7 PAYMENT OF TAXES, ETC. Each Obligor will pay and discharge, as the same may become due and payable, all taxes, assessments, fees and other governmental charges or levies against it or on any of its property, as well as claims of any kind or character (including claims for sums due for labour, material, supplies, personal property and services); provided, however, that the foregoing shall not require any Obligor to pay or discharge any such tax, assessment, fee, charge, levy or claim: (a) in respect of which the relevant invoice or demand for payment (other than a demand referred to in Clause 7.1(s)) was issued not more than 30 days prior to the payment thereof (and in respect of which the relevant Obligor has, upon request, demonstrated to the satisfaction of the Required Secured Parties that it will pay prior to the end of such period); (b) without prejudice to Clause 7.1(b): (i) for which an initial internal appeal (if available) has been made to the relevant Governmental Authority, not more than 14 days has elapsed since any such appeal has been made and no Governmental Authority has attempted to create or exercise any lien in respect of such unpaid taxes, charges or amounts; or (ii) in respect of which an amount not less than maximum amount payable in respect thereof has been lodged in an account in London with the Security Trustee and which is subject to a first ranking lien in favour of the Security Trustee. 5.8 INSURANCE (a) The Borrower will maintain with insurance companies reasonably satisfactory to the Required Secured Parties: (i) insurance as required under this Agreement, the Security Agreements and any other Operative Document or pursuant to Applicable Law, and (ii) such other insurance with respect to the properties and business of the Borrower against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses to the Project similarly situated and financed on a limited recourse basis and such other insurance as may be required by any Applicable Law or by the Facilities Agent acting reasonably or the Security Trustee (acting in consultation with the Insurance Consultant, if -41- appointed) and the Borrower will, upon request of any Secured Party, furnish to the Security Trustee at reasonable intervals a certificate acceptable to the Security Trustee setting forth the nature and extent of all insurance maintained by the Borrower in accordance with this Clause and confirming its adequacy and sufficiency. The Security Trustee may (and shall if instructed by the Required Secured Parties) solicit the services of the Insurance Consultant to assess the adequacy and sufficiency of the insurance coverage required to be maintained by the Borrower hereunder and to evaluate the contents of the foregoing certificate. The Borrower will immediately notify the Security Trustee of any proposed change of any insurance company providing insurance coverage of the nature referred to in this Clause, and any such change shall require the consent of the Security Trustee (which consent will not be unreasonably withheld). The Borrower will ensure that, on and from the New Ownership Date, the Insurance Summary is complete and accurate at all times and will from time to time provide the Security Trustee with amendments thereto when necessary to ensure that the Insurance Summary is so complete and accurate, together with copies of all insurance policies as in effect from time to time. Without prejudice to the foregoing, the Borrower shall ensure, on and from the New Ownership Date, that all premiums required to be paid in order to ensure that the policies referred to in this clause are in full force and effect shall be paid as and when the same shall become due and payable and shall otherwise comply with each other term and condition of such policies so as to ensure that such policies are, and shall continue, in full force and effect. (b) All of the Borrower's insurance policies shall, in each case, in accordance with standard practice in the mining industry having regard, inter alia, to the limited recourse nature of the facility granted pursuant to this Agreement: (i) specify the Finance Parties as additional insureds under all policies of liability insurance and as additional insured and as the first loss payee under all policies of property and (from commissioning of the Project) business interruption insurance, and contain such endorsements in favour of the Security Trustee as the Security Trustee shall reasonably require; (ii) not be cancellable (or be cancellable only on terms acceptable to the Security Trustee) or non-renewable or subject to a decrease in the scope or amount of coverage (including by way of increase in any deductible) as against the Security Trustee (including for failure to pay premiums) or subject to material alteration of any kind without the consent of the Security Trustee; (iii) in the case of insurance covering loss or damage to any of the Project Assets, contain a "lender loss payable" provision for the benefit of the Security Trustee on behalf of itself and the other Finance Parties (including provisions that the policy shall not be invalidated as against the Security Trustee or any other Finance Party by reason of any action or failure to act on the part of the Borrower or any other person), provide for waiver of any right of set-off, recoupment, subrogation, counterclaim or any other deduction, by attachment or otherwise, with respect to any liability of the Borrower, and shall provide that all amounts payable by reason of loss or damage to any of the Project Assets shall be payable to the Security Trustee for replacement; (iv) provide for payments of claims thereunder in Dollars; and (v) otherwise be in form and substance reasonably satisfactory to the Security Trustee. (c) The Borrower will, subject to this Agreement, cause the proceeds, if any, of all insurances maintained with respect to the Project and the Mine to be applied as follows: (i) all amounts received in respect of (x) the partial or total nationalisation, expropriation, compulsory purchase or requisition of the Mine or the Project Assets, or any interest therein, (y) any release, inhibition, modification, suspension or extinguishment of any Mining Rights, or the imposition of any restriction affecting the Mine or the Project Assets or the grant of any Mining Right and (z) the suspension or material modification of any Approval required or advisable in -42- connection with the Project or the operation of the Mine shall be paid to the Security Trustee for application as set forth in Clause 12.15; (ii) all amounts received by the Borrower or on its behalf in respect of any third party liability insurance shall be paid directly to the person entitled thereto; (iii) all amounts received in respect of any business interruption insurance or delay in start-up insurance shall be deposited into the Operating Account; and (iv) prior to an Event of Default, all proceeds from casualty or property insurance received for any single repair, replacement or restoration costing less than U.S.$1,000,000 (or the equivalent thereof in any other currency) shall be deposited into the Operating Account and may be applied to the repair, replacement or restoration of the assets in respect of which the relevant proceeds were received or for reimbursement of the person which effected such repair, replacement or restoration and after an Event of Default all such proceeds shall be promptly deposited into the Operating Account and applied as the Finance Parties shall determine. All such proceeds received for any such single repair, etc. costing an amount which is equal to or in excess of U.S.$1,000,000 (or the equivalent thereof in any other currency) shall, with the consent of the Required Secured Parties, be applied to the prompt payment of the cost of the repair, replacement or restoration of such damaged or destroyed asset. In the event that the consent of the Required Secured Parties shall not be granted pursuant to the provisions of the immediately preceding sentence, then all such proceeds shall be paid to the Security Trustee for application according to the priorities set out in Clause 12.15. (d) The Borrower will on and from the Economic Completion Date cause: (i) each Ghana Insurer with whom an Insurance Policy is taken out to enter into and execute and deliver to the Security Trustee an Assignment of Reinsurances and the "NOTICE TO REINSURERS" in the form of Part 1 of Schedule 2 of the Assignment of Reinsurances; (ii) at least ninety percent (90%) of the risk insured by such Insurance Policy to be reinsured with non-Ghanaian reinsurers acceptable to the Security Trustee (acting reasonably); (iii) each such reinsurer to execute and deliver to the Security Trustee an acknowledgement in the form of Part 2 of Schedule 1 of the Assignment of Reinsurances; and (iv) legal opinions in form and substance, and from legal counsel acceptable to the Security Trustee in respect of each Assignment of Reinsurances to be delivered with each Assignment of Reinsurances referred to in sub-clause (i). 5.9 BOOKS, RECORDS AND INSPECTION Each Obligor will: (a) keep financial records and statements reflecting all of its business affairs and transactions in accordance with GAAP; (b) on not less than three days prior written notice where no Default has occurred and on not less than 24 hours prior notice where a Default has occurred, permit the Independent Engineer, the Insurance Consultant, the Finance Parties or any of their respective representatives to inspect the Mine or any other location where personnel or records are located, to discuss its financial matters with its officers, its banks and its accountants and to examine (and photocopy extracts from) any of its books or other corporate records or any Instrument, document or correspondence relating to any of the Project Documents; -43- (c) without limiting the generality of the foregoing, provide all relevant and necessary assistance to the Independent Engineer and the Insurance Consultant in connection with the performance of the duties of the Independent Engineer and the Insurance Consultant contemplated hereby; (d) (in the case of the Borrower) pay any fees of such accountant and the Independent Engineer and the Insurance Consultant and out-of-pocket expenses of the Finance Parties incurred in connection with the exercise of their rights pursuant to this Clause. 5.10 PROJECT COMPLETION AND MANAGEMENT The Borrower will ensure that the Project is carried out and completed with due diligence and efficiency and is operated, maintained, developed and consummated in accordance with the Development Plan (when effective), Applicable Laws and sound mining and business practice, and will ensure that Project Output is produced and processed in accordance with Applicable Laws, sound mining and business practice and, when produced, the Development Plan. 5.11 PRICE PROTECTION AGREEMENTS At all times during the Required Price Protection Period, the Borrower shall provide evidence to the Facility Agent to the effect that: (a) it has directly entered into; or (b) the Sponsor or the Holding Company has entered into and assigned or novated to the Borrower and the Security Trustee shall have been granted a first lien in respect of the Borrower's rights under; or (c) the Sponsor has undertaken on terms satisfactory to the Lenders to procure that the Borrower enters into Committed Price Protection Agreements reasonably acceptable to the Required Secured Parties or put options or other similar uncommitted transactions with respect to the sale of Gold (together with such Committed Price Protection Agreements, collectively, the "PRICE PROTECTION AGREEMENTS") which are in form and effected with counterparties (the "PRICE PROTECTION COUNTERPARTIES") and at a strike price reasonably satisfactory to the Facility Agent (acting on the instructions of the Required Lenders) such that the proceeds thereof (both as to the amount and to the timing), or in the case of put options, the realised price for Ounces is sufficient to discharge in full all Project Costs (excluding, however, Project Capital Costs in respect of Price Protection Agreements and Project Capital Costs scheduled to be incurred in connection with the construction of the Project for the period prior to the Economic Completion Date, whichever occurs first) for the Required Price Protection Period in effect at such time (such Project Costs, the "PRICE PROTECTION PROJECT COSTS"); provided, however, that if the Sponsor enters into a Price Protection Agreement, that the Borrower is not also party to as a counterparty to the Sponsor, then the Sponsor must (and the Borrower shall procure that the Sponsor shall) assign or novate to the Borrower by way of sale the benefit of such Price Protection Agreement, and provided further that the Sponsor and the Facility Agent may agree a Gold Price level above which the Borrower shall not be required to comply with Clause 5.11(a) or 5.11(b). 5.12 PROVISION OF STAFF The Borrower shall on and from the date hereof ensure that there are sufficient competent technical and management employees engaged in connection with the Mine and the Project for the operation, development and maintenance of the Mine substantially in accordance with (if effective) the Development Plan. 5.13 ENVIRONMENTAL COVENANTS (a) The Borrower will, and will use all reasonable efforts to ensure that each other Project Party will: -44- (i) use and operate the Mine, the Project Assets and all of the facilities and properties related thereto in compliance with, keep all Approvals relating to environmental matters in effect and remain in compliance with, and handle all Hazardous Materials in compliance with, the Environmental Review Standards and with all applicable Environmental Laws and Environmental Licences, the breach of which could reasonably be expected to lead to: (x) any action being taken against the Sponsor or the Borrower or any other Project Party by any Governmental Agency or any other person; or (y) a Materially Adverse Effect occurring with respect to the Sponsor or the Borrower; and (ii) immediately notify the Security Trustee and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to the condition of the facilities and properties related to the Mine and the Project Assets or compliance with the Environmental Review Standards or Environmental Laws or Environmental Licences relating to the Project in either case which could reasonably be expected to result in: (x) any material action being taken against such Obligor by any Governmental Agency or any other person; or (y) a Materially Adverse Effect occurring with respect to the Borrower, and shall promptly cure any non-compliance which is the subject matter of any actions and proceedings relating to such Environmental Review Standards or Environmental Laws or Environmental Licences. (b) Without prejudice to clause (a), the Borrower shall: (i) use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licences and other authorisations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws or Environmental Licences where failure to so comply would reasonably be expected to result in: (x) any action being taken against any Obligor by any Governmental Agency or any other person; or (y) a Materially Adverse Effect with respect to any Obligor; and (ii) provide such information and certifications which any Finance Party may reasonably request from time to time to evidence compliance with this clause. 5.14 MAINTENANCE OF PROJECT ASSETS The Borrower will maintain, preserve, protect and keep: (a) all of its ownership, lease, use, licence and other interests in the Project Assets (including all Mining Rights) as are necessary for it to be able to operate the Mine substantially in accordance with sound mining and business practice and, from the Economic Completion Date, in a manner such that the requirements of, and projections contained in, the Development Plan, can be achieved where failure to maintain, preserve, protect and keep such may lead to a Materially Adverse Effect; and (b) all of the Project Assets owned by it in good repair, working order, and condition, and make necessary and proper repairs, renewals, and replacements so that the business carried on in connection therewith may be properly conducted at all times, unless the continued -45- maintenance of any of such Project Assets is no longer necessary or economically desirable for the operation of the Mine, such operation to be substantially in accordance with sound mining and business practice. 5.15 PARI PASSU Each Obligor will ensure that its payment Obligations under this Agreement and each other Finance Document to which it is a party rank at least pari passu in right of payment with all of such Obligor's present and future other unsecured indebtedness, other than any such indebtedness which is preferred by mandatory provisions of Applicable Law or any Finance Document. 5.16 ACCURACY OF INFORMATION All factual information hereafter furnished by or on behalf of any Obligor in writing to any Finance Party for the purposes of or in connection with this Agreement or any transaction contemplated hereby will be true and accurate in all material respects on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material fact necessary to make such information not misleading in any material respect. 5.17 PROJECT DOCUMENTS The Borrower undertakes to ensure that, except to the extent expressly permitted pursuant to this Agreement or any other Finance Document: (a) it will not enter into any Material Agreement without the prior written consent of the Security Trustee (not to be unreasonably withheld); provided that (a) the Borrower shall give the Security Trustee not less than 14 Business Days notice prior to entering into a Material Agreement not previously agreed, (b) not enter into a Material Agreement except in the form previously agreed, nor shall it agree to any condition thereto, (c) any agreement dealing solely with an expense referred to in the Development Plan shall be deemed approved if it is not a Project Document (or a replacement for a Project Document) provided such agreement is governed by English or Ghanaian law and contains an express consent to assign by way of security and by way of sale, and (d) in each other case, the Security Trustee shall be deemed to have approved any Material Agreement if it has not rejected it within 5 Business Days of its receipt. (b) to the extent reasonably within its control, any other relevant Project Party observes their respective obligations under all Project Documents in all material respects; (c) it does not, other than with the prior written consent of the Security Trustee, abandon, settle, compromise or discontinue or become non-suited in respect of proceedings against any party in connection with a Project Document; and (d) it takes the action that a prudent, diligent and reasonable person would take to cause each party to a Project Document to observe and perform its obligations in connection with that Project Document, and if that party defaults in the performance of those obligations to take the action that a prudent, diligent and reasonable person would take to enforce its resulting rights thereunder, unless the Security Trustee agrees otherwise in writing. 5.18 SALE OF PRODUCTION The Borrower will ensure that on and from the New Ownership Date: (a) all Project Output is, subject to the Borrower's obligations under any Price Protection Agreements, sold for the best obtainable purchase price provided that, for the avoidance of doubt, on any date, a price not less than the London Gold Price on such date shall be considered to be the best available price on such date; (b) the proceeds of such purchase price are denominated in Dollars; and -46- (c) subject to the terms of this Agreement and if required by Clause 3.2(b), such proceeds are promptly deposited directly into the Trust Account. 5.19 RETENTION OF RECORDS The Borrower shall retain until at least six years after their creation all records (including payroll records, invoices, bills and receipts) evidencing income and expenditure on account of the Project. 5.20 LEASES The Borrower shall observe and perform all covenants in any lease which are on its part to be observed or performed and exercise any option to renew any lease to which it is entitled if such renewal would be to its advantage. 5.21 AUDIT OF ACCOUNTS Each Obligor will procure that its accounts are audited (in the case of any Obligor other than the Borrower, as part of a consolidated audit or a stand alone audit) at least once in every calendar year by the Auditors. 5.22 PERFECTION OF LIENS Each Obligor shall: (a) take all necessary steps to create and perfect the liens created by the Security Agreements to which it is a party with respect to future assets covered by the Security Agreements to which it is a party; (b) maintain the Security Agreements to which it is a party in full force and effect at all times (including the priority thereof); (c) preserve and protect the assets comprising the Security Agreements to which it is a party; and (d) protect and enforce its rights and title to all such assets subject to the Security Agreements to which it is a party. 5.23 TRANSACTIONS The Borrower shall not (except in the ordinary course of business) without the previous written consent in writing of the Security Trustee enter into any transaction under which: (a) title to goods supplied to the Borrower is reserved to the vendor thereof until payment by the borrower for such goods; and/or (b) the proceeds of sale by the Borrower on any goods are held in trust for the supplier thereof or for the supplier of any ingredient thereof. 6. NEGATIVE COVENANTS 6.1 CERTAIN NEGATIVE COVENANTS Each Obligor party to this Agreement from time to time agrees with each Finance Party that on and from the New Ownership Date, until all Commitments have terminated and all Obligations have been paid and performed in full, it will perform its obligations set forth in this Clause. 6.2 BUSINESS ACTIVITIES; PLACE OF BUSINESS; ORGANIC DOCUMENTS; FISCAL YEAR. (a) The Borrower (and, in the case of clauses (ii) and (iii), each Obligor) will not: -47- (i) engage in any business activity other than the consummation of the Project and the operation of the Mine in accordance with the Development Plan (when produced pursuant to Clause 2.3), the activities contemplated by this Agreement and the other Finance Documents and any activity incidental thereto; or (ii) maintain any place of business without first taking (to the satisfaction of the Security Trustee) all actions necessary to protect the liens granted pursuant to the relevant Security Agreements to which it is a party; or (iii) establish or maintain a place of business in the United Kingdom or become resident in the United Kingdom for taxation purposes unless it has satisfied prior to establishing or maintaining such place of business (as evidence by the prior written consent of each Secured Party) each Finance Document to which it is a party will remain valid, binding and enforceable thereafter; or (iv) without the prior written consent of the Facility Agent, change its domicile or residence from Ghana. (b) Neither the Borrower nor the Holding Company will (without first obtaining the prior written consent of the Security Trustee, such consent not to be unreasonably withheld or delayed): (i) change, or permit any change to, its corporate name or to any material provision of its Organic Documents; or (ii) change its Fiscal Year. 6.3 INDEBTEDNESS Each of the Borrower and the Holding Company will not create, incur, assume, or suffer to exist or otherwise become or be liable in respect of any indebtedness other than: (a) indebtedness in respect of the Loans and its other Obligations; (b) indebtedness in respect of the Price Protection Agreements entered into by the Borrower in accordance with Clause 5.11 or in the case of the Borrower, other Price Protection Obligations incurred in the ordinary course of business; (c) in the case of the Borrower, indebtedness in respect of the other Operative Documents; (d) in the case of the Borrower, at any date: (i) unsecured indebtedness outstanding at such date incurred in the ordinary course of business in connection with Project Costs by way of open accounts of less than 90 days extended by suppliers, or letters of credit opened for the account of suppliers, on normal trade terms in connection with purchases of goods and services (and excluding, for the avoidance of doubt, financial indebtedness); or (ii) indebtedness (other than indebtedness falling within clauses (c) or (d)(i)) not in excess of U.S.$500,000 in aggregate at any one time outstanding (or the equivalent thereof in any other currency) incurred prior to the Economic Completion Date to suppliers of equipment and other personal property constituting Project Capital Costs in respect of the deferred purchase price of such equipment; (e) indebtedness in respect of taxes, assessments or governmental charges not in excess of U.S.$100,000 in aggregate, and indebtedness in respect of claims for employment, materials or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Clause 5.7; -48- (f) indebtedness in respect of judgements or awards, the enforcement of which has been stayed (by reason of a pending appeal or otherwise) for a period of more than 30 days, which do not, in aggregate, exceed $50,000 (or the equivalent thereof in any other currency); (g) in the case of the Borrower, Approved Subordinated Indebtedness; and (h) in the case of the Borrower, Approved Project Indebtedness. 6.4 LIENS Each of the Borrower and the Holding Company will not create, incur, assume or suffer to exist any lien upon any of its properties, revenues or assets, whether now owned or hereafter acquired, except the following (each a "PERMITTED LIEN"): (a) in the case of any Obligor, liens in favour of the Security Trustee (for the benefit of the Finance Parties, subject to the terms of the Finance Documents) or in favour of the Finance Parties granted pursuant to any Finance Document, subject to the terms of the Finance Documents; (b) liens for taxes, assessments or other governmental charges or levies not in excess of U.S.$100,000 and not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which it shall have complied with Clause 5.7(b)(ii); (c) liens incurred in the ordinary course of business in connection with unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tends, statutory obligations, leases and contracts (other than for financial indebtedness) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (d) in the case of the Borrower, liens granted to secure Approved Project Indebtedness provided the terms of such liens, if granted prior to the Discharge Date, have been approved in writing by each Lender and the holder of such lien has entered into an intercreditor agreement with the Security Trustee and each Lender, the terms of which are satisfactory to each Lender; and (e) any other lien disclosed in Item 7 ("LIENS") of the Disclosure Schedule; and, for the purposes of this Clause the obligations secured by any lien created or incurred in the ordinary course of business, in the case of the Borrower or the Holding Company may not exceed U.S.$100,000 in the aggregate at any one time outstanding. 6.5 CAPITAL EXPENDITURES The Borrower will not incur or commit to incur any costs in respect of Capital Expenditures other than such costs which have been incurred with the prior written consent of the Security Trustee or are identified in the Development Plan or the Monthly Budget or, in any Fiscal Year, do not exceed $50,000 in aggregate and shall not incur or commit to incur any such costs if, at the time, or as a consequence of, incurring any such item of expenditure any Default shall have occurred and be continuing; provided, however, that, if any such Default shall have occurred and be continuing, the Borrower may make Capital Expenditures constituting Required Completion Expenditures and Required Capital Expenditures; and provided further, that, the Borrower may incur Capital Expenditures (not in excess of $100,000 (or for such higher amount incurred with the prior written consent of the Security Trustee, not to be unreasonably withheld)) where such expenditure is incurred solely so as to avoid danger to life or Project Assets or to comply with Ghanaian Applicable Law. 6.6 INVESTMENTS AND SUBSIDIARIES The Borrower will not acquire all or substantially all of the assets of any other person and will not make, incur, assume or suffer to exist any Investment in any other person. -49- 6.7 RESTRICTED PAYMENTS, ETC. Neither the Borrower nor the Holding Company will: (a) declare, pay or make any distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or the Holding Company or on any ownership interest of the Borrower or the Holding Company or on any warrants, options or other rights with respect to any shares of any class of capital stock of, or other ownership interest (now or hereafter outstanding) in the Borrower or the Holding Company or apply any of its funds, property or assets to the purchase, redemption or other retirement of any shares of any class of capital stock of, or other ownership interest (now or hereafter outstanding) in the Borrower or the Holding Company, or warrants, options or other rights with respect to any shares of any class of capital stock of, or other ownership interest (now or hereafter outstanding) in the Borrower or the Holding Company; (b) repay, redeem, purchase or otherwise defease any indebtedness owing to, or make any other payment to, any affiliate (including Approved Subordinated Indebtedness); (c) make any deposit for any of the foregoing purposes or otherwise discharge any indebtedness incurred by any affiliate; or (d) otherwise make any payment to any affiliate of the Holding Company or the Borrower (except, after the Release Date and prior to the occurrence of a Default, management fees of up to U.S.$20,000 per month (or any other amount agreed in writing between the Security Trustee and the Borrower) (plus any reasonable and documented out of pocket expenses) payable to the Sponsor pursuant to the Management Agreement), other than, in each case, a Permitted Distribution made on a Cash Sweep Date. 6.8 TAKE OR PAY CONTRACTS The Borrower will not enter into or be a party to any arrangement for the purchase of materials, supplies, other property or services if such arrangement by its express terms requires that payment be made by it regardless of whether or not such materials, supplies, other property or services are delivered or furnished to it. For the avoidance of doubt, nothing in this Clause shall prohibit the Borrower from entering into any Price Protection Agreement. 6.9 MERGERS AND ACQUISITIONS Neither the Borrower nor the Holding Company shall enter into any amalgamation, demerger, merger or reconstruction without the prior written consent of the Security Trustee. 6.10 ASSET DISPOSITIONS, ETC. The Borrower will not sell, transfer, lease or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of its assets (including accounts receivable) to any person, unless: (a) such disposition is of dore bullion in the ordinary course of business made under the terms of the Refining and Purchase Agreement or otherwise pursuant to arrangements with refineries which are satisfactory to the Required Secured Parties; (b) such disposition is of obsolete assets which are no longer used or useful to the Borrower or of assets which are to be replaced provided that such disposition is in accordance with the Annual Budget (without Material Deviation) and the Development Plan; or (c) the net book value of all assets disposed of by the Borrower (excluding, however, assets disposed of pursuant to clauses (a) and (b)) in the same Fiscal Year does not exceed U.S.$100,000 (or the equivalent thereof in any other currency) provided fair value in cash or other assets are received therefor. -50- 6.11 TRANSACTIONS WITH AFFILIATES The Borrower will not enter into, or cause, suffer or permit to exist: (a) any arrangement or contract pursuant to which any indebtedness is extended by the Borrower to any of its affiliates as obligor; (b) any arrangement or contract with any of its affiliates of a nature customarily entered into by persons which are affiliates of each other (including management or similar contracts or arrangements relating to the allocation of revenues, taxes and expenses or otherwise) requiring any payments to be made by the Borrower to any affiliate unless such arrangement is fair and equitable to the Borrower; or (c) any other transaction, arrangement or contract with any of its other affiliates which would not be entered into by a prudent person in the position of the Borrower with, or which is on terms which are less favourable to such person than are obtainable from, any person which is not one of its affiliates, provided that the Borrower may: (A) enter into arrangements and contracts with its affiliates in Ghana in respect of goods and services actually provided and specifically referred to in an Annual Budget or Development Plan as intercompany debt provided that from the Economic Completion Date the net intercompany indebtedness owed to or by the Borrower (provided such indebtedness of the Borrower is Approved Subordinated Indebtedness) shall be promptly settled within 15 days of the end of each month end. Prior to the Economic Completion Date such intercompany indebtedness of the Borrower shall be funded by the Sponsor as an additional shareholder loan to the Borrower; and (B) enter into a Management Agreement with the Manager pursuant to which management fees/costs of $45,000 per month will be invoiced and, from the Economic Completion Date until the occurrence of a Default, up to $20,000 per month may be paid on a monthly basis, and the balance of $25,000 (plus any accrued interest thereunder) paid only as a Permitted Distribution. 6.12 RESTRICTIVE AGREEMENTS, ETC. No Obligor will enter into any agreement (excluding this Agreement and the other Finance Documents): (a) prohibiting the creation or assumption of any lien upon its properties, revenues or assets, whether now owned or hereafter acquired; and (b) restricting the ability of such Obligor to amend or otherwise modify this Agreement or any other Operative Document. 6.13 INCONSISTENT AGREEMENTS No Obligor will enter into any agreement containing any provision which would be violated or breached by the making of the Loans or by the performance by such Obligor of its obligations hereunder or under any other Operative Document. 6.14 PROJECT DOCUMENTS No Obligor shall, without the prior written consent of the Security Trustee: (a) amend, modify or waive any provision of any Project Document to which it is a party; or -51- (b) terminate (other than in accordance with its terms (excluding, however, as a result of the breach of any obligation by any party thereto)) or replace, any Project Document to which it is a party, provided that if a Contractor has defaulted under any Project Document or such Project Document has expired, the Borrower may within 45 days of such default or expiry replace such Contractor with another Contractor acceptable to the Security Trustee on substantially similar terms to such Project Document. 6.15 ACTIONS UNDER PROJECT DOCUMENTS No Obligor will take or refrain from taking any action under any of the Project Documents which would have a material adverse effect on (a) the ability of the Borrower to consummate the Project and operate the Mine in accordance with the Development Plan, (b) any collateral subject to any Security Agreement and the perfection and priority of the liens granted or purported to be granted therein, or (c) the ability of such Obligor to pay and perform its Obligations. 6.16 ROYALTY AGREEMENTS No Obligor will enter into any agreement relating to the granting of royalties or net profits interests in connection with the Project other than as set forth in the royalty agreements listed in Item 9 ("ROYALTY AGREEMENTS") of the Disclosure Schedule. 7. EVENTS OF DEFAULT 7.1 EVENTS OF DEFAULT The term "EVENT OF DEFAULT" shall mean any of the events set forth in this Clause: (a) NON-PAYMENT OF OBLIGATIONS (i) The Borrower shall default in the payment, repayment or prepayment when due of any principal amount of or interest on any Loan (or within three Business Days for the due date for payments thereof in the case of any such principal or interest where such failure is due to a technical or administrative difficulty in payment of funds); or (ii) Any Obligor shall default in the payment when due of any other Obligation (and such default shall continue unremedied for a period of three Business Days). (b) NON-PERFORMANCE OF CERTAIN COVENANTS (i) The Borrower shall default in the due performance and observance of any of its obligations pursuant to Clause 2.1 and such default shall continue unremedied for 30 days; (ii) any Obligor shall default in the due performance and observance of any of its obligations under Clauses 3.3(a), 5.5, 5.15, 5.18 or 6.2(a)(ii) and 6.2(a)(iii), 6.3, 6.4, 6.7, 6.9, 6.11 or 6.14; (iii) the Sponsor shall default in the due performance and observance of any of its obligations under the Support Agreement; or (iv) any Obligor shall default in the due performance and observance of any of its obligations under any Subordination Agreement. (c) NON-PERFORMANCE OF OTHER OBLIGATIONS Any Obligor or the Ghana Insurer shall default in the due performance or observance of any term, condition, covenant or agreement contained herein or in any other Finance Document executed by it (other than a default referred to in Clause 7.1(a) or 7.1(b)), and, if capable of cure or remedy, such default shall continue unremedied for a period of 15 Business Days. -52- (d) BREACH OF REPRESENTATION OR WARRANTY Any representation or warranty of any Obligor or the Ghana Insurer made hereunder or under any other Operative Document executed by it or in any other writing furnished by or on behalf of such person to any Finance Party for the purposes of or in connection with this Agreement or any Finance Document is or shall be incorrect in any material respect when made. (e) DEFAULT ON OTHER INDEBTEDNESS A default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any indebtedness (other than indebtedness described in Clause 7.1(a)) on the part of the Borrower, the Holding Company or the Sponsor which has a principal amount, individually or in the aggregate, in excess of U.S.$250,000 (or the equivalent thereof in any other currency), or a default shall occur in the performance or observance of any obligation or condition with respect to such indebtedness if such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such indebtedness, or any trustee or agent for such holders, to cause such indebtedness to become due and payable prior to its expressed maturity. (f) BANKRUPTCY, INSOLVENCY, ETC. (i) Any Obligor is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors; or (ii) any Obligor, or any other person, takes any action, or other steps are taken or legal proceedings are started, for the winding-up, dissolution or reorganisation (other than a solvent reorganisation on terms previously approved in writing by the Security Trustee) of any Obligor or for the appointment of an examiner, receiver, liquidator, administrator, administrative receiver, manager or similar external officer for it or of any or all of its assets; or (iii) any action or proceeding similar to those described in clause (i) or (ii) shall occur with respect to, or be initiated by or against, any Obligor in any jurisdiction. (g) PRICE PROTECTION AGREEMENTS Any default shall occur under any Price Protection Agreement or any Price Protection Agreement shall terminate (other than with the prior consent of the Required Secured Parties) or cease in whole or in part to be the legal, valid and binding obligation of any party thereto. (h) PROJECT DOCUMENTS, ETC. (i) Any of the Project Documents (excluding any Price Protection Agreement (which is a Project Document) shall terminate (other than in accordance with its terms in circumstances where no default in the performance by the Borrower of its obligations thereunder has occurred and is continuing) or for any reason cease to be in full force and effect, except for: (A) any expiration at the end of the term thereof; (B) any termination permitted pursuant to Clause (b) of Clause 6.14; or (ii) a default (after giving effect to any applicable grace period) by any person under any of the Project Documents shall occur or any Obligor shall terminate the services of any Contractor under a Project Document, and such default or termination could (in the reasonable opinion of the Required Secured Parties) be expected to have a Materially Adverse Effect with respect to the Borrower, the Holding Company or the Sponsor; and the relevant Obligor fails to obtain a satisfactory alternative agreement -53- or alternative arrangements to satisfactorily mitigate (in the opinion of the Required Secured Parties) the effect of such default or termination within 30 days of such default or termination. (i) IMPAIRMENT OF FINANCE DOCUMENTS This Agreement or any other Finance Document shall terminate (other than in accordance with its terms (excluding however, as a result of the breach of any obligation by any party thereto)) or cease in whole or part to be the legal, valid, binding and (except in the case of a Subordination Agreement, subject to bankruptcy and insolvency laws and other similar laws of applicability to creditors generally and to general equitable principles) enforceable obligation of any Obligor party thereto, or a Ghanaian Insurer; any Obligor, a Ghanaian Insurer or any other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Finance Document; or any lien securing any Obligation shall, in whole or in part, cease to be a perfected lien which, except as referred to in Clause 4.4(b) (i) or (ii), ranks first in priority. (j) ABANDONMENT; MINING RIGHTS (i) The Borrower shall abandon all or any significant portion of its interest in the Mine or any Project Assets owned by it or surrender, cancel or release, or suffer any termination or cancellation of any of its rights or interest in the Mine or the Project Assets owned by it, other than as: (A) specifically permitted by this Agreement and each other Finance Document; (B) in order to affect an orderly closure of the Mine following the Discharge Date where each Royalty Holder has agreed in writing to such orderly closure; or (C) as the Borrower shall have evidenced to each Secured Party's reasonable satisfaction is not required in connection with the Project. (ii) Any person other than the Borrower shall acquire Mining Rights in respect of all or any portion of properties relating to the Project other than where the Government of Ghana has granted Mining Rights to another person in respect of substances other than Gold or other precious metals pursuant to any Applicable Law in Ghana and the grant or exploitation of such Mining Rights does not have a Materially Adverse Effect on the Borrower. (k) JUDGMENTS Any: (i) judgment or order (including any appeal referred to in sub-clause (C)) for the payment of money in excess of U.S.$50,000, shall be rendered against any Obligor, unless: (A) such judgment or order is set aside or paid within 14 days; or (B) in respect of which an amount not less than the maximum amount payable in respect of such judgment or order has been lodged in an account in London with the Security Trustee and which is subject to a first ranking lien in favour of the Security Trustee; or (C) that enforcement of such judgment or order has been stayed and such judgment or order is subject to an appeal and the relevant Obligor has demonstrated to the satisfaction of the Required Secured Parties (acting reasonably) that it has reasonable prospects of success with such appeal and the financial capacity to make such payment and meet all its Obligations; or -54- (ii) levy of any execution, distress, sequestration or other process upon or against any of the assets or property of any Obligor which is not paid out or discharged within seven days. (l) EXPROPRIATION, ETC. Any Governmental Agency or other person purporting to be, or acting as, any Governmental Agency condemns, nationalises, seizes or otherwise expropriates: (i) all or any material part of the property or other assets of any of the Borrower, the Holding Company or the Sponsor or of its share capital or other ownership interests, or assumes custody or control of such property or other assets or of the business or operations of any of the Borrower, the Holding Company or the Sponsor if such action (together with any prior similar action) would prevent any of the Borrower, the Holding Company or the Sponsor from carrying on its obligations under the Operative Documents or would otherwise prevent any of the Borrower, the Holding Company or the Sponsor from carrying on its business in the ordinary course; (ii) all or any material part of any other property or assets necessary for the Project, and such condemnation, nationalisation, seizure, expropriation, assumption or action is not withdrawn, rescinded, reversed, or in the case of any such action with respect to property or assets, the same are not replaced with equivalent property or assets within 30 days; or (iii) any Charged Shares (other than as a result of a Permitted Expropriation). (m) CHANGE IN CONTROL, ETC. (i) Any Change in Control shall occur; or (ii) any single person, or group of persons acting in concert (as defined in the City Code on Take-overs and Mergers), acquires (without the prior written consent of the Security Trustee, acting on the instructions of the Secured Parties (acting reasonably)) 51% of the voting equity of the Sponsor. (n) DEFAULT, ETC. BY CONTRACTORS Any Contractor shall default in the performance of any of its material obligations under any Operative Document to which it is a party, and: (i) such Contractor shall not have remedied such default within the time (if any) prescribed under the relevant Operative Document; or (ii) such Contractor shall not have been replaced in accordance with the proviso to Clause 6.14(b). (o) APPROVALS Any Approval which is relevant to the Project or the Mine or otherwise relevant to the conduct of the business of the Borrower or the performance of any obligations of any Obligor under any Operative Document executed by it shall be denied or withdrawn or shall cease to remain in full force and effect or shall otherwise be materially impaired and the effect of such action is reasonably likely to result in (i) a Materially Adverse Effect with respect to any Obligor, or (ii) any material action being taken against any Obligor by any Governmental Agency or any other person. (p) DEVIATION FROM DEVELOPMENT PLAN -55- Without prejudice to the provisions of Clause 5.10, the Borrower shall after the New Ownership Date develop the Project in a manner other than as substantially contemplated by (on or after the Economic Completion Date) the Development Plan or (prior to the Economic Completion Date) the Annual Budget (including as a result of the incurrence of any indebtedness of the nature referred to in Clause 6.3). (q) CEASE TO CARRY ON BUSINESS The Borrower, the Holding Company or the Sponsor ceases, is restrained from or threatens to cease, to carry on its business or a substantial part thereof in the ordinary course (including, in the case of the Borrower, the Mine) and in the case of any restraint caused by a person other than the relevant Obligor, such Obligor does not recommence its business as aforesaid within 30 days (and, for the avoidance of doubt, the Borrower shall be deemed to have ceased to carry on the Project in the ordinary course if it suffers a loss of all or substantially all of its assets). (r) UNENFORCEABILITY OF FINANCE DOCUMENTS This Agreement or any other Finance Document becomes wholly or partially void or voidable or is claimed to be so or is repudiated, in each case, by an Obligor or a Ghana Insurer or anyone on such party's behalf. (s) TAX DEMAND The Ghanaian Inland Revenue shall make a demand on the Borrower pursuant to any provision of the Ghanaian Inland Revenue Act and the Borrower has not in respect of the amount payable or claimed, complied with Clause 5.7(b)(ii) within 5 Business Days of such demand. 7.2 ACTION IF EVENT OF DEFAULT If any Event of Default shall occur for any reason, whether voluntary or involuntary, and be continuing, the Facility Agent or any Royalty Holder (subject to any agreement between the Secured Parties and subject to Clause 10) may, in the case of the Facility Agent, take any action permitted pursuant to Clause 17.1 of the Loan Agreement, and, in the case of the First Royalty Holder, take any action permitted to be taken by it pursuant to Clause 6.1 of the First Royalty Agreement, and in the case of any other Royalty Holder, take action permitted to be taken by any provision in its Royalty Agreement which is substantially similar to Clause 6.1 of the First Royalty Agreement. 8. INTERCREDITOR PROVISIONS 8.1 OTHER AGREEMENTS The provisions of this Clause 8 shall, as between any of the Secured Parties, be subject to any other agreement between such Secured Parties. 8.2 NUMBER OF VOTES ATTACHING TO EACH PARTICIPATION The voting entitlement of any Secured Party in any vote which may be cast in relation to any decision or vote to be taken on any date (a "VOTING ENTITLEMENT") shall: (a) in relation to each Lender: (i) if the vote or decision is to be taken on a date during any Availability Period for any Facility which has not expired and when the Commitments for such Facility have not been cancelled or reduced to zero, be equal to the Commitment (disregarding any drawdowns) of the relevant Lender, expressed as a percentage of: -56- (A) the aggregate Commitment for all Lenders (disregarding any drawdowns) on that date; plus (B) the aggregate Royalty Principal Amount in respect of all Royalty Holders, in each case on such date; or (ii) (if the vote or decision is to be taken after all Availability Periods have expired or after the aggregate Commitments have been cancelled or reduced to zero) be equal to the amount of Liabilities owing to such Lender, expressed as a percentage of the aggregate of: (A) the Liabilities which are owing to all Lenders under the Loan Agreement, plus (B) the Royalty Principal Amount; in each case on such date; and (b) in relation to each Royalty Holder, be equal to: (i) if Clause 8.2 (a)(i) applies, the Royalty Principal Amount in respect of such Royalty Holder on such date expressed as a percentage of (A) the aggregate Commitments (disregarding any drawdowns) of all Lenders, plus (B) the aggregate Royalty Principal Amount in respect of all Royalty Holders; or (ii) if Clause 8.2(a)(ii) applies, the Royalty Amount in respect of such Royalty Holder expressed as a percentage of (A) the aggregate Liabilities of all Liabilities which are owing to all Lenders under the Loan Agreement, plus (B) the aggregate Royalty Principal Amount in respect of all Royalty Holders. 8.3 VOTING BY SECURED PARTIES Each Secured Party shall be entitled to use its Voting Entitlement as it sees fit, subject only to this Agreement and, as between such Secured party and any other Secured Party, any other agreement between any such Secured Party and any such other Secured Party. 8.4 DECISION MAKING Neither the Security Trustee, any Lender, the Facility Agent, any Royalty Holder, nor any of them, shall exercise or enforce any right, power or discretion, give any consent or any waiver, agree to any amendment, or make any determination or notify the Borrower or any other Obligor or any other Finance Party of any opinion under or in respect of any provision of the Finance Documents except as permitted by and in accordance with this Agreement. 8.5 NOTIFICATION OF REQUIREMENT TO TAKE DECISION If, at any time, (i) the Security Trustee proposes to exercise any discretion conferred on it in that capacity under the Finance Documents or to do any act, or (ii) the Required Secured Parties notify the Security Trustee of a matter in respect of which they consider that a discretion of the Security Trustee should be exercised or an act should be performed by the Security Trustee or (iii) any decision falls to be made or discretion exercised or act carried out or not carried out by the Security Trustee then the Security Trustee shall promptly notify each Finance Party in writing of the matter in question: (a) specifying, if relevant, the manner in which the Security Trustee proposes to exercise the relevant discretion or the manner in which it proposes to act (or not act); (b) specifying the requisite voting majority required for the decision; and -57- (c) specifying the date by which the relevant Finance Parties must provide it with instructions in relation to such decision. This date must be not less than two Business Days after the date upon which the Security Trustee gives such notice or such lesser period as the Security Trustee having consulted, to the extent practicable, with the Finance Parties, the interests of the Finance Parties or any of them would otherwise be likely to be prejudiced or the Security Trustee may, in its absolute discretion, consider appropriate following due consideration of any request from any Obligor. 8.6 VOTING RETURNS TO SECURITY TRUSTEE Each Secured Party (in the case of the Lenders, acting through the Facility Agent) who has a Voting Entitlement shall, within the time period specified by the Security Trustee under Clause 8.5 provide a statement setting out: (a) if requested by the Security Trustee, (i) in the case of a Lender, the aggregate of the Liabilities outstanding to it and, (ii) in the case of any Royalty Holder, the Royalty Principal Amount in respect of such Royalty Holder, in each case as at the date of the notice served by the Security Trustee pursuant to Clause 8.5; (b) whether it has voted in favour of the matter in question and/or against the matter in question; and (c) directions to the Security Trustee as to the matter on which instructions were sought under Clause 8.5. If any Secured Party does not reply within the period specified by the Security Trustee, the amount of its Voting Entitlement shall, unless the Security Trustee otherwise determines and has in the notice specified that this provision shall not apply, be disregarded for the purpose of determining whether or not the requisite percentage vote has been achieved. 8.7 INFORMATION CONCERNING DEFAULTS In addition to and not in substitution for any notification requirements contained in this or any other Finance Document, each of the Finance Parties will notify the others (via the Facility Agent in the case of the Lenders) of the occurrence of any Default or Event of Default, of which any officer responsible for the transactions contemplated by this Agreement and the other Finance Documents has actual knowledge, as soon as reasonably practicable thereafter. No Finance Party shall incur any liability to any other party to this Agreement by reason of any failure by any party to give any notification required pursuant to this Clause. 8.8 AMOUNTS OF LIABILITIES Each of the Finance Parties will on written request by any of the others (via the Facility Agent, in the case of the Lenders) or from time to time notify the other Finance Parties (via the Facility Agent, in the case of the Lenders) in writing, of details of the amount of the Liabilities owing to it so far as known to it at that time. 8.9 OTHER INFORMATION Each Obligor authorises the Finance Parties to disclose to each other all information relating to the Obligors which comes into the possession of any of them in connection with the Finance Documents. 8.10 PRESERVATION OF DISCRETIONS This Clause 8 shall not apply to those circumstances under which the Security Trustee is given the discretion under this Agreement or any other Finance Document to act without instructions from other Finance Parties. -58- 8.11 REQUISITE MAJORITY Where no voting majority is specified in this Agreement in respect of any discretion conferred on the Security Trustee or any decision to be made or discretion to be exercised or action taken (or not taken) by the Security Trustee, then the Required Secured Parties shall be the requisite voting majority. 8.12 OTHER PROVISIONS Nothing in this Clause 8 shall prevent the Required Secured Parties from giving instructions to the Security Trustee in accordance with Clause 12.9. 8.13 DECISIONS BINDING ON ALL PARTIES Each decision taken in accordance with this Clause 8 or Clause 12.9 shall be binding on all parties to this Agreement. 9. MEETINGS 9.1 MEETING REQUISITIONS The Security Trustee may requisition a meeting of the Finance Parties, and either the Facility Agent or any Secured Party may by written notice to the Security Trustee requisition a meeting of the Finance Parties, in each case at any time in order to discuss any matter referred to in Clause 9.2. 9.2 PURPOSE OF MEETING The purpose of a meeting convened and held in accordance with the provisions of Clause 9.1 (or any adjourned meeting) shall be to enable the Finance Parties to consult with each other as to: (a) any Default which has occurred and the action to be taken with respect thereto (if any); (b) potential or imminent Defaults or potential or imminent changes in law or circumstances which may affect the Project or its financing; and/or (c) any other matter of relevance to the Project or its financing. 10. FINANCE PARTY ACTION FOLLOWING DEFAULTS OR EVENTS OF DEFAULT 10.1 NOTIFICATION TO SECURITY TRUSTEE At any time after the occurrence of a Default, any Secured Party or the Facility Agent on behalf of the Lenders may serve a notice on the Security Trustee which gives particulars of the Default and instructs the Security Trustee to seek instructions from the Required Secured Parties as to whether or not such Default should be waived. 10.2 INSTRUCTIONS FROM LENDERS If the Security Trustee receives any notice from a Secured Party or the Facility Agent on behalf of the Lenders pursuant to Clause 10.1, it shall promptly notify each of the other Finance Parties of such notice (and provide a copy of such notice to each Finance Party) and request instructions from the Required Secured Parties, in accordance with Clause 8, as to whether or not the Default specified in such notice should be waived, and: (a) if the Required Secured Parties agree to waive such Default in accordance with Clause 8, no Finance Party shall be entitled to request the Security Trustee to exercise any or all of the remedies set out in any Finance Document as a consequence only of the occurrence of such Default; or -59- (b) if the Required Secured Parties do not agree to waive such Default, the Required Secured Parties may, in the case of an Event of Default (unless prior to exercising such right such Default is remedied to the satisfaction of the Required Secured Parties), give notice from time to time to the Security Trustee requiring it to exercise any of the remedies set out in any Finance Document, unless it is specifically restricted from doing so at such time by reason of any provision of this Agreement. 10.3 AUTHORITY TO TAKE ACTION Each of the Finance Parties agrees that the Security Trustee shall have the sole and exclusive right to exercise any of the remedies granted in favour of it under any Finance Document or (unless the Required Secured Parties otherwise provide their prior written consent) to commence, participate or intervene in, pursue, conclude or settle any legal, insolvency, administrative, bankruptcy or other proceedings against, or in respect of any Obligor or any property of the Obligor in any jurisdiction on behalf of the Finance Parties or any of them in connection with any of the Finance Documents or otherwise. 10.4 RESTRICTIONS ON FINANCE PARTY ACTION Save as may otherwise be permitted by this Agreement, each of the Finance Parties agrees that it does not have any right to, and that it will not, and that no other person on its behalf or appointed by it (with the exception of the Facility Agent or the Security Trustee acting in accordance with this Agreement) will (unless the Required Secured Parties otherwise provide their prior written consent): (a) cancel, as a consequence of the occurrence of any Event of Default, any Commitment; or (b) directly or indirectly take any action of whatsoever nature against any Obligor under or in respect of the Finance Documents to which that Finance Party is a party, including the commencement, continuance or voluntary joining in of any proceedings or process in any court or other competent forum in relation to any Obligor or in relation to any Finance Document; or (c) demand that any Liabilities owing to it (or to the Lenders, in the case of the Facility Agent) under any Finance Document to which it is a party be immediately due and payable; or (d) take any other action under any Finance Document which would require payments by any Obligor of any amount under such Finance Document in advance of any scheduled payment date; or (e) purport to set off, at any time, any amount of Liabilities owing to it (or to any other Finance Parties) against any amount payable by it to any Obligor; or (f) except as otherwise expressly provided in this Agreement, enforce any lien created by or pursuant to any of the Security Agreements or exercise any rights or powers in relation to enforcement conferred by any Security Agreements after the security conferred thereby has become enforceable unless such action is taken to preserve or protect (rather than to enforce) such lien; or (g) sell, repossess or take possession of any goods or assets of any Obligor as a consequence of the occurrence of a Default; or (h) take any action for the winding-up, liquidation, official management, receivership or dissolution of any Obligor or any analogous process; or (i) levy distress against any Obligor or its property on account of a Default or attach, levy execution, arrest or otherwise exercise any creditor's process in respect of any asset of any Obligor in respect of any Liabilities. -60- 10.5 NO BENEFIT TO OBLIGORS None of the provisions of this Clause 10 are intended to benefit any Obligor and no Obligor shall obtain any rights against any Finance Party as a result of this Clause 10. 11. PRO RATA SHARING 11.1 REDISTRIBUTION If any amount is discharged by payment, set-off or any other manner other than in accordance with the provisions of Clause 3 or through the Security Trustee in accordance with Clause 12 (a "RECOVERY"), then (subject, as between any Secured Parties, to any agreement between such Secured Parties): (a) the recovering Finance Party (the "RECOVERING FINANCE PARTY") shall, within 3 Business Days, notify details of the recovery to the Security Trustee; (b) the Security Trustee shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received under the Security Document had the recovery been received by the Security Trustee and distributed in accordance with Clause 12.15; (c) the recovering Finance Party shall within 3 Business Days of demand by the Security Trustee pay to the Security Trustee an amount (the "redistribution") equal to the excess; (d) the Security Trustee shall treat any such redistribution paid to the Security Trustee as if it were a payment by the Obligors under the Security Document and the Security Trustee shall pay the redistribution to the relevant Finance Parties (other than the recovering Finance Party) in accordance with Clause 12.15; and (e) after payment of the full redistribution, the recovering Finance Party shall be subrogated to the portion of the claims paid under clause (d) and the relevant Obligor shall owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged. 11.2 REVERSAL OF REDISTRIBUTION If: (a) a recovering Finance Party is subsequently obliged to repay and has repaid all or any part of a recovery, or an amount measured by reference to a recovery, to any Obligor; and (b) the recovering Finance Party has paid a redistribution under Clause 11.1 in relation to that recovery, each Finance Party which has received any part of that redistribution shall, within three Business Days of demand by the recovering Finance Party through the Security Trustee, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party. Thereupon, the subrogation in Clause 11.1(e) shall operate in reverse to the extent of the reimbursement. 11.3 EXCEPTION A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the relevant Obligor in the amount of the redistribution pursuant to Clause 11.1. -61- 12. SECURITY AND SECURITY TRUSTEE PROVISIONS 12.1 FORM AND BENEFICIARIES OF SECURITY Each of the Finance Parties undertakes to ensure that any and all security or liens now or hereafter held or obtained from any person for or in respect of any Liabilities due, owing or incurred to it shall be constituted by the Security Agreements and, together with each other Operative Document to which the Security Trustee is a party (each, together with the Security Agreements to which the Security Trustee is a party and any other Instrument creating any lien in favour of or creating any rights in favour of the Security Trustee), a "SECURITY DOCUMENT") shall be held by the Security Trustee for the joint benefit of all the Finance Parties in accordance with their respective priority entitlements set out in this Agreement and the other Finance Documents. 12.2 PRIORITY OF SECURITY (a) Each of the parties to this Agreement agrees that, notwithstanding: (i) any other term of this Agreement or any other Finance Document; or (ii) the date on which any thing is or was done or was omitted to be done under or in relation to any or all of the Finance Documents; or (iii) any rule of Applicable Law or equity, or (iv) the respective dates of execution and (where applicable) registration of each of the Finance Documents; or (v) that any Finance Party may have had notice of any of the security interests constituted by any of the Finance Documents at the time of the granting of any security by any Obligor or any other party in favour of that Finance Party; or (vi) any other matter whatsoever, but subject to any agreement between any of the Secured Parties, the security constituted by each of the Security Agreements in favour of that Finance Party shall rank equally so that all repayments of the Liabilities of each Finance Party from the proceeds of enforcement of any such Security Document shall, after receipt by the Security Trustee, be applied in accordance with the provisions of Clause 12.15. (b) Each of the Finance Parties shall, to the extent necessary to give effect to the provisions of this Clause account to each other (through the Security Trustee) for any proceeds of enforcement of the security constituted by the Security Agreements to the extent they receive the same. 12.3 MODIFICATION OF SECURITY DOCUMENTS Subject to Clause 15.1: (a) the Security Trustee may and is hereby authorised by the other Finance Parties at any time and from time to time, acting on the directions of the Required Secured Parties to agree with any of the Obligors any amendment, waiver, variation, modification or consent to the Security Documents; and (b) any amendment, waiver, variation, modification or consent referred to in clause (a) may be made on such terms and subject to such conditions (if any) as the Security Trustee and any of the counterparties thereto may agree and shall be binding on all Finance Parties; (c) each such amendment, waiver, variation, modification or consent shall be notified to the Finance Parties as soon as practicable thereafter; and -62- (d) for the purpose of clause (a), a certificate signed or countersigned by the Security Trustee, specifying it has been authorised by the requisite majority of Secured Parties shall be final and binding on all parties. 12.4 DECLARATION OF TRUST (a) The Security Trustee hereby confirms that it will hold the Security Trust Property on trust for itself and the other Finance Parties and each of the other Finance Parties agree that the Security Trustee shall be entitled to exercise all the rights, powers, discretions and benefits conferred on the Security Trustee by this Agreement and the Security Documents in accordance with the provisions thereof. (b) If for any reason it is not possible or practical for any lien to be created over any property or asset in favour of the Security Trustee or any other person who is a party to this Agreement as set out herein, the party requiring or receiving the benefit of such lien shall procure that any alternative security holder shall, as a condition precedent to its accepting any such lien, accept obligations mutatis mutandis identical in all material respects to those assumed by the Security Trustee and shall only enforce such lien in accordance with the instructions of the Required Secured Parties. 12.5 ENTERING INTO THE SECURITY DOCUMENTS Forthwith upon and from time to time following the execution of this Agreement, the Security Trustee is authorised to and shall execute the Security Documents, provided they are in a form to which the Security Trustee has no objection. Each other Finance Party hereby confirms that all such Security Documents are approved by it. 12.6 ADDITIONAL SECURITY DOCUMENTS (a) Any additional Instrument to be entered into in order effectively to create or confirm security or rights for the benefit of any of the Finance Parties shall be entered into solely by the Security Trustee (or its nominee) and the Security Trustee is hereby authorised to enter into such documents. (b) The Security Trustee shall promptly following execution of any additional Security Documents as contemplated under clause (a) above, supply a copy to each of the other Finance Parties. (c) The Security Trustee shall have no liability to the other Finance Parties regarding the validity, enforceability or effect of any such Security Documents. 12.7 SAFE CUSTODY The Security Trustee is hereby authorised to and shall (subject to Clause 12.33) hold in safe custody all deeds and documents which may be deposited with the Security Trustee pursuant to the Finance Documents and, if thought fit by the Security Trustee, to arrange for any stocks, shares or other securities to be registered in the name of the Security Trustee or its nominee (but without being liable to the Finance Parties if such deeds and documents are not required to be deposited, or if such securities are not so registered). 12.8 EXERCISE OF POWERS (a) The Security Trustee is authorised: (i) to exercise all powers granted to it under the Security Documents, subject to and in accordance with the terms of this Agreement and the Security Documents; (ii) to discharge any security created by the Security Documents on such terms as it thinks fit, subject to obtaining directions from the Required Secured Parties in accordance with this Agreement; and -63- (iii) to do all other things which are incidental to the rights, powers, discretions, duties, obligations and responsibilities given or imposed upon the Security Trustee by this Agreement and the Security Documents. (b) The powers conferred upon the Security Trustee by this Agreement shall be in addition to any powers which may from time to time be vested in the Security Trustee by the general law and to any powers conferred by the Trustee Act 1925. (c) The Security Trustee shall not be under any obligation or duty to take any action in relation to the Security Trust Property unless and until directed to do so by the Required Secured Parties in accordance with Clause 8 or Clause 12.9. The Security Trustee shall at any time be entitled to request directions in accordance with Clause 8 or Clause 12.9(a) from the Required Secured Parties as to the manner in which it should exercise any right, power, authority or discretion and may refrain from acting until such directions have been received. 12.9 DIRECTIONS TO THE SECURITY TRUSTEE (a) The Required Secured Parties may (including if requested by the Security Trustee pursuant to Clause 12.8(c)) at any time and from time to time give directions (in the manner specified in clause (b)) to the Security Trustee in relation to the exercise or non-exercise by the Security Trustee of the trusts, rights, powers, duties, authorities or discretions conferred on the Security Trustee pursuant to the Security Documents and under this Agreement. (b) The directions of the Required Secured Parties to the Security Trustee in relation to the Security Documents shall only be effective if they are given in writing and are signed or countersigned (as the case may be) by authorised signatories of the Required Secured Parties. (c) The Security Trustee shall not (except as otherwise expressly provided in this Agreement or any of the Security Documents) be obliged or required to act in accordance with the directions of any Finance Party given otherwise than in accordance with clause (b) above or Clause 8 and the Security Trustee shall be entitled to assume that the interests of each Secured Party are for all purposes in connection with the Security Documents represented by any such directions. (d) The Security Trustee shall be obliged to act (subject as otherwise herein provided) in accordance with any directions given in accordance with clause (b). (e) The Security Trustee shall seek the directions of the Secured Parties in the manner provided in Clause 8, clause (b) or (if it so elects or is directed by any Secured Party) in Clause 12.8 whenever the directions, instructions or consent of the Security Trustee or any other Finance Party is required pursuant to any provision of any of the Security Documents or this Agreement. (f) Nothing in this Clause shall impair the right of the Security Trustee, in its discretion, to take any action deemed proper by the Security Trustee and which is not inconsistent with any instruction given in accordance with clause (b) above and which it is entitled to take pursuant to this Agreement or any Finance Document. (g) In the exercise of any right or power and as to any matter not expressly provided for in the Finance Documents, the Security Trustee may act or refrain from acting, in connection with this Agreement or any Security Document, in accordance with the instructions duly given under this Agreement and shall have no liability in so doing. In any such case, in the absence of such instructions, the Security Trustee may act or refrain from acting as it shall see fit. Any such instructions shall be binding on all Finance Parties. Without limiting the foregoing, no Finance Party shall have any right of action or claim of any kind whatsoever against the Security Trustee as a result of the Security Trustee acting or refraining from acting hereunder or under any Security Document in accordance with the instructions of the relevant Finance Parties, as specified in this Agreement or in the Security Document. (h) The Security Trustee shall: -64- (i) have no liability; and (ii) shall be fully protected, if it acts in accordance with instructions from the relevant persons referred to in clause (g) above (as the case may be) when acting or refraining from acting under the Security Documents. 12.10 INFORMATION (a) Each Finance Party shall, and is hereby authorised and directed by each Obligor to, provide to the Security Trustee on request such information as the Security Trustee may reasonably require to enable the Security Trustee to perform its rights, powers, duties, functions, authorities and discretions under the Security Documents and hereunder. (b) The Security Trustee shall, and is hereby authorised and directed by each Obligor to, provide to (at the expense of such Obligor where reasonably incurred) each Finance Party, upon request, copies of all such documents and other written materials in the possession of the Security Trustee regarding such Obligor in relation to the Security Documents as may reasonably be requested by any such Finance Party. 12.11 LIMITS OF TRUST (a) It is expressly declared that the Security Trustee is trustee under this Agreement and the Finance Documents to which it is a party in its capacity as trustee only for the Finance Parties and not for the Obligors or any other party whatsoever. (b) The rights and benefits hereby conferred on the Security Trustee and the other Finance Parties are in addition to those conferred under any of the other Finance Documents. (c) Each of the parties to this Agreement agrees and acknowledges that, in the event of conflict between the rights, duties, powers, discretions, liabilities and obligations of the Security Trustee under this Agreement and those of the Security Trustee under any other Security Documents, the former shall prevail. (d) The Security Trustee shall have no duties or responsibilities except those expressly set forth in this Agreement. (e) Neither the Security Trustee in its personal capacity nor any of its officers, directors, agents, or employees shall be liable for any action taken or omitted by it or them hereunder or under any other Security Document or in connection herewith or therewith, unless caused by its or their gross negligence or wilful misconduct. (f) Nothing in this Agreement or any Security Document, expressed or implied, is intended to or shall be so construed as to impose upon the Security Trustee any obligations in respect of this Agreement or any other Document except as expressly set forth herein. 12.12 TIMING OF ENFORCEMENT (a) No Secured Party shall instruct the Security Trustee to enforce any of the security or rights constituted by the Security Documents unless and until the Security Trustee shall have been directed to do so by the Required Secured Parties in accordance with this Agreement. (b) The Security Trustee shall refrain from enforcing the security and rights conferred by the Security Documents, unless and until it has been directed to do so in accordance with clause (a). -65- (c) Upon receipt of instructions in accordance with clause (b), the Security Trustee shall enforce the rights and powers the Security Trustee may have under all or any of the Security Documents subject to and in accordance with this Agreement. 12.13 MANNER OF ENFORCEMENT If the Security Trustee is instructed to enforce the security or rights conferred by any of the Security Documents, it may do so in such manner as it sees fit and solely having regard to the interests of the Finance Parties as a whole and, subject to the instructions of the Required Secured Parties, without having regard to the interests of any individual Finance Party or group of Finance Parties. 12.14 PAYMENTS TO SECURITY TRUSTEE The proceeds of: (a) enforcement of any of the security or rights conferred by any of the Security Documents; (b) any distribution among creditors generally of the assets of any Obligor by virtue of any process of law; (c) any payment received by the Security Trustee under any Finance Document; (d) any amounts received by any Finance Party in respect of any Liabilities after the taking of any enforcement action pursuant to any Finance Document or after the date upon which the Security Trustee has been instructed to enforce the security or rights constituted by all or any of the Security Documents in accordance with this Agreement whether by payment, distribution, combination of accounts, set off, enforcement or otherwise; or (e) any amount required to be paid to the Security Trustee pursuant to the terms of any Finance Document, shall be paid forthwith upon receipt by any Finance Party to the Security Trustee for application in accordance with Clause 12.15. 12.15 ORDER OF APPLICATION The Security Trustee shall forthwith apply any sums received pursuant to Clause 12.14 (together with such other amounts as it may receive in its capacity as Security Trustee) in the following order: (a) FIRST, in or towards payment or reimbursement, pro rata, of the Representatives Liabilities and any other costs, charges, expenses and liabilities incurred by or on behalf of the Security Trustee or the Facility Agent (and any Receiver, attorney or agent appointed pursuant to any Security Document), and remuneration of the Security Trustee or the Facility Agent and every Receiver under the Security Documents; (b) SECONDLY, in or towards meeting pro rata the costs of any indemnity provided by any Finance Party to the Security Trustee or the Facility Agent (or any Receiver, attorney or agent appointed pursuant to any Security Document), in respect of the enforcement of security or other rights conferred by the Security Documents; (c) THIRDLY, in or towards meeting pro rata the costs, expenses and all other sums (other than principal and interest) due and payable but unpaid to the Lenders, any Royalty Holder or the Facility Agent under the provisions of any Finance Document; (d) FOURTHLY, in or towards paying pro rata all other payment Obligations of the Obligors to the Lenders, the Royalty Holders or the Facility Agent due and payable but unpaid to them hereunder or under any other Finance Document; -66- (e) FIFTHLY, in or towards paying pro rata the amount due to each Lender who is a Hedge Counterparty under any Price Protection Agreement, and the surplus (if any) after the unconditional and irrevocable payment of all the above amounts in full shall be paid to or to the order of the relevant Obligor or other person (or persons) for the time being legally entitled thereto. 12.16 CERTIFICATES OF AMOUNTS PAYABLE In determining the amount of any payment to be made to any person pursuant to this Clause 12, the Security Trustee shall be entitled to call for a certificate from each person entitled to receive any amount as set out in Clause 12.15, to be dated a date specified by the Security Trustee (not being earlier than 21 days prior to the proposed date of payment), as to: (a) whether the obligations have been paid or discharged in full; (b) the amount due to the relevant person and the identity of that person, and details thereof; (c) the currency or currencies in which it is due; (d) the nature of any amount due and the date or dates on which it is payable or repayable; and (e) such other matters as the Security Trustee may deem necessary or desirable to enable it to make a distribution as at such date as the Security Trustee may specify. Each Finance Party agrees to provide the Security Trustee any such information which may be requested by the Security Trustee. The Security Trustee may treat each other Finance Party as a Finance Party until it has received not less than three Business Days notice from such Finance Party to the contrary. 12.17 PROPORTIONATE SHARES To the extent that any sum falling payable to more than one person in accordance with Clause 12.15 is greater than the amount available to be applied in order to pay such sum, and such persons have an equal ranking claim to such sum, the Security Trustee shall distribute the amounts so available between the persons so entitled so as to ensure that the sums owing to such persons are reduced by an equal proportion. 12.18 CALCULATION OF PRO RATA SHARES For the purposes of Clause 12.17, the calculation of any amounts of Liabilities outstanding under any Finance Document which are denominated in a currency other than Dollars shall be effected by notionally converting such currency into its equivalent in Dollars, on the basis specified in Clause 12.20. 12.19 SUSPENSE ACCOUNTS Unless instructed by the Required Secured Parties to the contrary, the Security Trustee may, in its absolute discretion, and shall, if instructed by the Required Secured Parties, place any sum received by it in a suspense account for so long as, in its absolute discretion, it shall think fit. 12.20 PAYMENTS TO FINANCE PARTIES (a) Payments of, or on account of, Liabilities shall be made by the Security Trustee to the person entitled to receive such amount and to such account as such person may notify to the Security Trustee. An acknowledgement of receipt signed by such person shall be a good discharge of such obligation by the Security Trustee. -67- (b) Any payment or transfer or conversion required to be made by the Security Trustee pursuant to this Agreement shall only be made subject to any Applicable Laws. 12.21 PERFORMANCE OF DUTIES The Security Trustee may: (a) perform any of its duties, obligations and responsibilities under the Security Documents through agents and the Security Trustee shall not be responsible for any misconduct of such agent or be bound to supervise the proceedings or conduct of such agent; (b) refrain from exercising any right, power or discretion vested in it under the Finance Documents until it has received instructions from the Required Secured Parties acting in accordance with this Agreement and the Finance Documents and, save in the case of negligence or wilful misconduct shall, subject to the provisions of this Agreement, be fully protected in so doing; (c) refrain from doing anything which is or may be unlawful; (d) refrain from taking any steps to protect or enforce the rights of any Finance Party under the Security Documents until it has been indemnified and/or secured to its satisfaction by the Finance Parties against any and all claims which it would or might sustain or incur as a result; (e) rely on any communication or document believed by it in good faith to be genuine; (f) rely on the statements of any Obligor as to any matter or fact which might reasonably be expected to be within the knowledge of all or any of them; (g) obtain and pay for such legal or other expert advice or services as may to it seem reasonably necessary or desirable, and rely on any such advice; (h) retain for its own benefit any fee or other sum receivable by it in connection with the Finance Documents but only to the extent such fee or other sum is payable to it in its capacity as Security Trustee; (i) refrain from taking possession of any part of the Security Trust Property or taking any other action in relation thereto if it has cause to believe that the same may expose it to any liability under any Environment Law or otherwise in respect of which it is not fully insured or indemnified to its satisfaction; and (j) release any property or assets the subject of any lien created in its favour to the extent the same may impose on it any obligation or liability against which it is not fully insured or otherwise expressly indemnified or secured to its satisfaction. 12.22 RESPONSIBILITY Save as provided in Clause 12.11(e), neither the Security Trustee nor any of its respective officers, employees or agents shall be responsible or liable under this Agreement or any other Finance Document to any other Finance Party, any Obligors or any other person whatsoever, it being acknowledged by the other Finance Parties that the Security Trustee has not made any independent investigation in relation thereto: (a) for the adequacy, accuracy or completeness of any representation, warranty, statement or information in any of the Finance Documents or in any notice or other document delivered thereunder; (b) for the execution, delivery, validity, legality, adequacy, enforceability or admissibility in evidence of any of the Operative Documents or any obligations or rights created or purported to be created thereby; -68- (c) for the collectability of amounts payable under the Finance Documents; (d) for the validity, effectiveness, legality, adequacy or enforceability of any security created or purported to be created by any Security Documents or for any want of due formality in the constitution of such security; (e) for the title of any Obligor to any property or assets comprised or purported to be comprised in any security created or purported to be created by any Security Documents; (f) for the ability of the Security Trustee to exercise any of the rights or functions envisaged by this Agreement or any Security Documents or for any loss or damage thereby occasioned; or (g) for anything done or not done by it or any of them under or in connection with the Finance Documents. 12.23 EXCLUSION OF DUTIES The Security Trustee and each Finance Party enforcing its rights under any of the Security Documents in accordance with this Agreement shall have only those duties and responsibilities set out herein or imposed by force of Applicable Law which are incapable of being excluded from its relationship with the Finance Parties (whether as trustee or otherwise), and each Finance Party hereby agrees that to the fullest extent permitted by Applicable Law all duties and responsibilities owed by the Security Trustee or such Finance Party to any other Finance Party in consequence of such relationship shall be excluded, other than obligations expressly set forth in this Agreement and the obligation (subject thereto) generally to act bona fide in the interests of the Finance Parties. 12.24 RELIANCE Each Finance Party confirms that it has itself been and will at all times continue to be solely responsible for making its own independent investigation and appraisal of the business, financial condition, creditworthiness, status and affairs of the Obligors and has not relied, and will not at any time rely, on the Security Trustee and/or any other Finance Party: (a) to provide it with any information relating to the business, financial condition, creditworthiness, status or affairs of the Obligors whenever the same shall come into its possession; or (b) to check or enquire into the adequacy, accuracy or completeness of any information provided by the Obligors under or in connection with the Finance Documents; or (c) to assess or keep under review the business, financial condition, creditworthiness, status or affairs of the Obligors. 12.25 MONITORING The Security Trustee shall not be required to ascertain or inquire as to the performance or observance by any Obligor of the terms of any Finance Document or any other document in connection therewith. The Security Trustee shall not be deemed to have knowledge of the occurrence of any matter other than matters advised to it in writing by a Finance Party and it shall (subject to such written advice) be entitled to assume without enquiry that each Obligor is duly performing and observing all the provisions of each Finance Document and that all agreements, warranties, covenants and undertakings contained therein are being complied with and that no event or circumstance which might cause crystallisation of any floating charge has occurred or exists. On receipt of such written advice the Security Trustee shall notify the other Finance Parties of such advice. 12.26 OPINIONS AND CERTIFICATES The Security Trustee may in relation to any of the Security Documents act on the opinion or advice of, or a certificate or any information obtained from, any lawyer, valuer, surveyor, securities company, accountant or other expert in the United Kingdom, Ghana or elsewhere (in any case acting in this -69- capacity as such) whether obtained by any Finance Party, any receiver or any Representative and shall not be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be occasioned by its so doing and any such opinion, advice, certificate or information may be sent or obtained by letter, telex, facsimile or in any other form of visible reproduction and the Security Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not be authentic provided that such error or lack of authenticity is not manifest. 12.27 TITLE DOCUMENTS The Security Trustee shall be at liberty to place any Security Documents and all deeds and other documents relating thereto or any of the documents relating to, or constituting title to, any property which is the subject matter of any security expressed to be created by or pursuant to any Security Documents in any safe or other receptacle selected by the Security Trustee, in England or (if, in the reasonable opinion of the Security Trustee, necessary) Ghana or with any bank or banking company, or lawyer or firm of lawyers believed by it to be of good repute, in England or Ghana (as the case may be). 12.28 PERFECTION OF SECURITY The Security Trustee shall not be bound to give notice to any person of the execution of the Security Documents or the creation of any of the security thereby constituted nor shall it be liable for any failure, omission or defect in perfecting the security constituted by the Security Documents or the priority of the security thereby constituted including without prejudice to the generality of the foregoing: (a) failure to obtain any licence, consent or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of the same; (b) failure to register the same in accordance with the provisions of any of the documents of title of any Obligor; (c) failure to effect or procure registration of or otherwise protect any security created or purported to be created by or pursuant to the Security Documents by registering, under the Companies Act 1985 or any other Applicable Laws in any territory, any notice, caution or other entry prescribed by or pursuant to the provisions of the said Act or laws; (d) failure to take or to require any Obligor to take any steps to render any security securing the Obligations effective as regards assets outside Ghana or to secure the creation of any ancillary charge under the laws of any territory concerned; or (e) failure to call for delivery of documents of title to or require transfers, legal mortgages, charges or other further assurances in relation to any of the assets the subject matter of any of the Security Documents or any other document. 12.29 INSURANCES The Security Trustee shall not be required to verify whether any Obligor has arranged the insurances required to be effected or maintained by it or any other person under any Operative Document or that any such insurances comply with the requirements thereof or to investigate the validity, adequacy, enforceability, admissibility in evidence or effectiveness of any such insurances or to satisfy itself that the same remain in full force and effect or have been renewed or that any applicable premiums have been paid or to take any advice in relation thereto or to ascertain whether any notices required to be given to, or acknowledgements obtained from, any underwriters, insurers, re-insurers or brokers have been given to, or, as the case may be, obtained from, such underwriters, insurers, re-insurers or brokers nor shall the Security Trustee be under any duty to or to require any person to insure any of the Secured Trust Property for or against any loss, claim, liability or expense which may be suffered or incurred by the Finance Parties or any other person in respect thereof or the business or activities of any Obligor. -70- 12.30 INSTRUCTIONS The Security Trustee shall not be liable for acting on any opinion, advice, certificate, information, writing, notice, instruction, telex, cable, facsimile transmission or other document purporting to have been signed, sent or made by the proper person or persons and reasonably believed by it to be genuine although the same shall contain some error or shall not be authentic or validly signed. 12.31 OBLIGOR CERTIFICATES The Security Trustee may call for and shall be at liberty to accept a certificate signed by any one director or other officer of any person as to any fact or matter prima facie within the knowledge of that person as sufficient evidence thereof, and a like certificate to the effect that any particular dealing or transaction or step or thing is in the opinion of the person so certifying expedient as sufficient evidence that it is expedient and the Security Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss, liability, costs, damages, expenses or inconveniences that may be occasioned by its failing so to do. 12.32 REQUIRED SECURED PARTIES CERTIFICATES The Security Trustee shall be entitled to call for and to rely upon a certificate and shall be entitled to rely upon any directions or instruction of the Required Secured Parties, reasonably believed by it to be genuine, in respect of every matter and circumstance for which a certificate, directions or instructions of the Required Secured Parties is expressly provided for under this agreement or any of the Security Documents, and to call for and to rely upon a certificate of the Required Secured Parties as to whether any consent, agreement, approval, direction, notice, designation or requirement has been given or made, or other similar action taken or thing done, or as to any other fact or matter prima facie within the knowledge of any Finance Party, as sufficient evidence thereof and the Security Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be occasioned by its failing so to do. 12.33 POSSESSION OF TITLE DOCUMENTS The Security Trustee shall not be under any obligation, unless and until requested in writing to do so by the Required Secured Parties and notwithstanding any obligation imposed on any Obligor in any of the Security Documents to deliver the same to the Security Trustee (but without prejudice to any such obligation of any Obligor), to require any Obligor or any other person to deliver to, or to the order of, the Security Trustee, or to take possession of, any deeds or other documents relating to, or constituting title to, any property or assets of any Obligor or any policies of insurance effected by any Obligor or any other person, whether pursuant to the terms of any of the Security Documents or otherwise, and the Security Trustee shall not be liable or responsible for any loss or damage incurred as a result of permitting such deeds or other documents to remain in the possession or control of any Obligor or to be held by any other person on behalf, or to the order, of any Obligor nor shall the Security Trustee be liable or responsible for any loss or damage arising as a result of any such deeds or other documents being held by any person on behalf of or to the order of the Security Trustee if the Required Secured Parties has authorised or directed the Security Trustee to permit such person to hold the same or have custody thereof. 12.34 FINANCE PARTY ADVICE The Security Trustee may (and it is the intention that it shall) assume that each of the other Finance Parties has taken and obtained such legal and other advice and opinions in Ghana and all other relevant jurisdictions as it thinks necessary or desirable in relation to any Obligor or any other person, this Agreement, each of the other Security Documents, each of the Project Documents, or any other document, the transactions hereby and thereby contemplated, the Security Trust Property and the business and activities of any Obligor and any other person, and that the same is satisfactory to it and the Security Trustee shall be entitled to rely upon any such advice or opinion addressed or made available to it and shall have no obligation or responsibility to seek or obtain any independent or additional advice or opinion whether in Ghana or elsewhere and shall not be liable for any loss or damage suffered or incurred by the Finance Parties or any of them or any other person as a result thereof. -71- 12.35 TAX The Security Trustee shall have no responsibility whatsoever to any Obligor or any other Finance Party as regards any deficiency which might arise because the Security Trustee is subject to any tax in respect of the Security Trust Property or any part thereof or any income therefrom or any proceeds thereof or required to withhold any tax from any sums distributed by it or by reason of any person being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. 12.36 EXPENDITURE OF OWN FUNDS No provision of any Security Documents shall require the Security Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, and no provision of this Agreement or any other Security Document shall require the Security Trustee to take any action or refrain from taking any action in the performance of its duties, or in the exercise of any of its rights or powers, until it shall have received such indemnity, or indemnities or security (including payment in advance) as, in its absolute discretion, it may require against all costs, claims, expenses and liabilities which it may expend or incur in so doing. 12.37 DELEGATION The Security Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by this Agreement or any of the Security Documents, act by responsible officers or a responsible officer for the time being of the Security Trustee and the Security Trustee may also, whenever it thinks expedient in the interests of the Finance Parties, whether by power of attorney or otherwise, delegate to any person or persons or fluctuating body of persons all or any of the trusts, rights, powers, duties, authorities and discretions vested in it by this Agreement or any of the Security Documents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Security Trustee may think fit in the interests of the Finance Parties (and provided that the Security Trustee shall have exercised reasonable care in the selection of such delegate and has obtained consent of the Required Secured Parties, not to be unreasonably withheld) it shall not be bound to supervise the proceedings of and shall not in any way or to any extent be liable or responsible for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate. 12.38 DISCLOSURE OF INFORMATION The Security Trustee need not disclose any information relating to any Obligor, or any related or associated entities, received otherwise than in its capacity as Security Trustee hereunder if such disclosure would or might, in the opinion of the Security Trustee, constitute a breach of any law or any duty of secrecy or confidence. 12.39 BORROWER INDEMNITY (a) In the event of the Security Trustee being required to undertake any exceptional duties in the course of its trusteeship under any of the Security Documents (which shall, without limitation, be presumed once the Security Trustee shall have become bound to enforce any of the security constituted by the Security Documents or when in the opinion of the Security Trustee circumstances exist in which such event may occur), the Borrower shall pay such additional remuneration as shall be agreed between the Security Trustee and the Borrower (or, after an Event of Default has occurred and is continuing, the Required Secured Parties). In the event of the Security Trustee and the Borrower (or the Required Secured Parties, as the case may be) failing to agree to an alteration in the annual remuneration or the amount of any additional remuneration as aforesaid it shall be determined by an investment bank selected by the Security Trustee and approved by the Borrower (or the Required Secured Parties, as the case may be) or, failing such approval, on the application of the Security Trustee nominated by the President for the time being of the Law Society of England and Wales, the expenses involved in such nomination and the fees of such investment bank being paid by the Borrower and the determination of such investment bank (who shall be deemed to be acting as an expert and not -72- as an arbitrator) shall be conclusive and binding upon the Security Trustee and the Borrower (or the Required Secured Parties, as the case may be). (b) The Borrower shall pay to the Security Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration hereunder. (c) The Borrower shall indemnify the Security Trustee and keep it indemnified: (i) in respect of all liabilities sustained and costs and expenses properly incurred by it or by any delegate or sub-delegate appointed by the Security Trustee in the proper execution or purported execution of the trusts, powers, authorities or discretions vested in the Security Trustee by, or the proper performance of obligations assumed by the Security Trustee under, this Agreement or any of the Security Documents; and (ii) against all liabilities, actions, proceedings, costs and expenses, claims and demands in respect of any matter or thing done or omitted by it or such person in any way relating to this Agreement or any of the Security Documents or the security constituted thereby except to the extent that they are sustained or incurred as a result of the negligence, wilful misconduct or fraud of the Security Trustee. (d) All sums payable to the Security Trustee under paragraphs (a), (b) and (c) of this clause and pursuant to Clauses 15.3 and 15.4 (herein after together with any interest referred to in this paragraph (d) called "SECURITY TRUSTEE INDEMNIFIED LIABILITIES") shall be payable on demand. 12.40 FINANCE PARTY INDEMNITY (a) Each Secured Party agrees to severally indemnify the Security Trustee for any Security Trustee Indemnified Liabilities (to the extent not reimbursed by the Borrower and without prejudice to the liability of the Obligors under any Finance Document), and for all value added and other taxes paid or suffered by it in connection therewith, or any liabilities, losses, damages, penalties, actions, judgements, costs, expenses or disbursements of any kind whatsoever which may be imposed on, incurred by or asserted against the Security Trustee relating to or arising out of (i) the Security Trustee acting as the Security Trustee under the Security Documents or (whether itself or through any agent) acting as the holder of any security taken by it or (ii) the Security Trustee performing its duties thereunder or (iii) any action taken or omitted by the Security Trustee thereunder. (b) Such indemnification shall be made rateably in accordance with the amount of Liabilities owing to each Secured Party and outstanding under the Finance Documents as at the date of demand hereunder. (c) Notwithstanding the foregoing, no Lender shall be liable for any portion of the foregoing resulting from the Security Trustee's negligence or wilful misconduct. 12.41 TRUST INDEMNITY The Security Trustee shall be entitled to be indemnified out of any assets it receives or holds on trust from time to time hereunder or under the Security Documents for any and all Security Trustee Indemnified Liabilities and for all value added and other taxes paid or suffered by it in connection therewith. 12.42 LIABILITY AND ILLEGALITY The Security Trustee may refrain from doing anything which would or might in its opinion (a) be contrary to any Applicable Law or (b) render it liable to any person, and may do anything which in its opinion is necessary to comply with any such Applicable Law. -73- 12.43 REGISTRATION OF SECURITY Save as otherwise required under the Finance Documents, neither the Security Trustee, nor any other Finance Party shall be liable for any failure, omission, or defect in perfecting the security constituted by any of the Security Agreements including, without limitation, any failure to: (a) register the same in accordance with the provisions of any of the documents of title of the relevant chargor to any of the property thereby charged; (b) make any recordings or filings or rerecordings or refilings in connection therewith; (c) effect or procure registration of or otherwise protect any security interest created or evidenced by any of the Security Documents under the registration laws in any jurisdiction. 12.44 MONEY ON DEPOSIT Save as otherwise provided in the Security Documents, all moneys received by the Security Trustee under any of the Security Documents or otherwise may, prior to their application in accordance with the terms of this Agreement, be placed on deposit in the name of or under the control of the Security Trustee at such bank or institution (including the Security Trustee) and upon such terms as the Security Trustee may think fit. 12.45 VOTING ENTITLEMENTS Neither the Security Trustee nor any Finance Party shall be liable to any person by reason of having acted upon any instructions purported to have been given by or with the consent of the requisite voting majority of Voting Entitlements required under this Agreement (in the case of the Security Trustee) or the Security Trustee (in the case of any Finance Party) even though subsequent to its acting it may be found that there was some defect in the instructions so given or the votes so cast. 12.46 CONSENTS AND APPROVALS Any consent or approval given by the Security Trustee for the purposes of this Agreement may be given on such terms and subject to such conditions (if any) as the Required Secured Parties shall direct and notwithstanding anything to the contrary in this Agreement may be given retrospectively. 12.47 TRUSTEE'S LIABILITY AT LAW Nothing in this Agreement shall, in any case in which the Security Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of this Agreement conferring on it any trusts, powers, authorities or discretions, exempt the Security Trustee from or indemnify it against any liability for breach of trust or any liability which by virtue of any rule of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it may be guilty in relation to its duties under this Agreement. 12.48 RESIGNATION The Security Trustee may, at any time and without giving any reason therefor, resign by giving not less than 30 days' prior written notice thereof to the Finance Parties and the Borrower, provided that the resignation of the Security Trustee shall not become effective unless a successor has succeeded to, and been fully vested with, all rights, powers, privileges and duties of, the resigning Security Trustee in accordance with Clause 12.50. 12.49 REMOVAL BY FINANCE PARTIES The Required Secured Parties (calculated ignoring the votes of the Security Trustee in its capacity as a Secured Party (if applicable)) may dismiss the Security Trustee by giving it not less than 30 days' prior written notice thereof, provided that the dismissal of the Security Trustee shall not become effective -74- unless a successor has succeeded to, and been fully vested with, all rights, powers, privileges and duties of, the dismissed Security Trustee in accordance with Clause 12.50. 12.50 APPOINTMENT OF SUCCESSOR Upon the giving of a notice under Clause 12.48 or 12.49, the Required Secured Parties (calculated ignoring the votes of the Security Trustee in its capacity as a Lender (if applicable)) shall have the right (subject to consultation with the Borrower, if practicable) to appoint a successor Security Trustee. If no such successor Security Trustee shall have been so appointed and shall have accepted such appointment within thirty days after the giving of any such notice (or such shorter period as may be required to ensure the successor Security Trustee complies with any Applicable Law if pursuant to such Applicable Law it is unlawful for the Security Trustee to continue acting as Security Trustee), the retiring Security Trustee may appoint a successor Security Trustee. Upon the acceptance of any appointment by a Security Trustee under this Agreement of a successor Security Trustee, and upon due execution of a Security Trustee Deed of Accession in the form set out in Schedule 2, such successor Security Trustee shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Security Trustee which shall be discharged from its duties and obligations hereunder. 12.51 CONTINUING BENEFITS After any Security Trustee's dismissal or resignation hereunder as Security Trustee, the provisions of this Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Security Trustee. 12.52 REMUNERATION The Borrower shall pay to the Security Trustee remuneration for its services hereunder as from the date of this Agreement, such remuneration to be at such rate as may from time to time be agreed between the Borrower and the Security Trustee. Such remuneration shall be payable in accordance with the terms of such agreement, shall accrue from day to day and be payable in the priority specified in Clause 12.15. 12.53 TAX The Borrower shall in addition pay to the Security Trustee an amount equal to the amount of any sales, value added tax or similar tax chargeable in respect of its remuneration under this Agreement. 12.54 DEFAULT (a) The Security Trustee is not obliged to monitor or enquire as to whether or not a Default has occurred. The Security Trustee shall not be deemed to have knowledge of the occurrence of a Default unless it receives written notice from a Finance Party referring to the Security Document, describing the Default and stating that the event is a Default. Upon receipt of such a notice, it shall promptly notify the Finance Parties (in the case of the Lenders via the Facility Agent). (b) The Security Trustee may require the receipt from the Secured Parties of security satisfactory to it, whether by way of payment in advance, indemnity or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action arising out of or in connection with any Security Document before it commences those proceedings or takes that action. 12.55 RELIANCE The Security Trustee may: (a) rely on, and be fully protected in relying on, any notice, certificate, opinion, communication or document reasonably believed by it to be genuine and correct, in conformity with the -75- Operative Documents and to have been signed by, or with the authority of, a proper person; and (b) rely on, and be fully protected in relying on, any statement made by a director or employee of any person regarding any matters which may be assumed to be within his knowledge or within his power to verify. 12.56 CREDIT APPROVAL AND APPRAISAL Without affecting the responsibility, if any, of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Finance Party represents and warrants that: (a) in connection with its participation in each Finance Document, it has made its own independent investigation and assessment of the structure of the Project, the form and substance of all Operative Documents and the financial condition, prospects, creditworthiness, status and affairs of the Obligors and any other person connected with the Project and has not relied on any information provided to it by the Security Trustee or any other Finance Party; and (b) it shall continue to make its own independent appraisal of the matters referred to in clause (a) while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 12.57 INFORMATION The Security Trustee: (a) subject to clause (b), shall promptly forward to the person concerned the original or a copy of any document which is delivered to the Security Trustee by a party for that person; (b) without prejudice and subject to any duty of confidentiality, shall promptly supply each Finance Party with a copy of each document received by the Security Trustee under the Security Documents upon the request of that Finance Party and at the expense of the Borrower; (c) shall not be obliged to review or check the accuracy or completeness of any document it forwards to another Party; and (d) except as provided above, does not have a duty: (i) either initially or on a continuing basis to provide any Finance Party with any information concerning any of the matters referred to in Clause 12.58 whether coming into its possession before, on or after the date of this Agreement; or (ii) unless specifically requested to do so by a Finance Party in accordance with this Agreement or any other Security Document, to request any certificates or other documents from the Obligors. 12.58 THE SECURITY TRUSTEE AS BANKER In acting as the Security Trustee, the Security Trustee shall be treated as a separate entity from any other division of the Security Trustee (or similar units of the Security Trustee in any subsequent reorganisation) or its affiliates and, without limiting the generality of the foregoing, in the event that any of the Security Trustee's divisions (or similar units) or affiliates should act for any Group Member in an advisory capacity in relation to any other matter, any information given by any Group Member to such divisions (or similar units) or affiliates for the purposes of obtaining advice shall be treated as confidential and shall not be available to the other Finance Parties without the consent of the Borrower; and notwithstanding anything to the contrary expressed or implied herein and without limiting the generality of the foregoing, the Security Trustee shall not as between itself and the other Finance Parties be bound to disclose to any Finance Party or other person any information supplied by any -76- Group Member to the Security Trustee in its capacity as the Security Trustee hereunder which is identified by such Group Member at the time of supply as being unpublished price sensitive information relating to a proposed transaction by a Group Member to the Security Trustee and supplied solely for the purpose of evaluating in consultation with the Security Trustee in its capacity as advisor whether such transaction might require a waiver or amendment to any of the provisions contained herein or in any other Finance Document. 12.59 COMPLIANCE (a) The Security Trustee may refrain from doing anything which might, in its opinion, constitute a breach of any Applicable Law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any Applicable Law of any jurisdiction. (b) Without limiting clause (a), the Security Trustee need not disclose any information relating to any Obligor or any other party to any Operative Document if the disclosure might, in the opinion of the Security Trustee, constitute a breach of any Applicable Law or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person. 12.60 OTHER FINANCE DOCUMENTS Each Finance Party irrevocably authorises the Security Trustee to execute on its behalf on the date of this Agreement and/or from time to time thereafter such of the Security Documents and/or consents, waivers and/or determinations under or in respect of any Finance Document as are expressed to be executed by the Security Trustee. 12.61 CONFLICT AS BETWEEN SECURED PARTIES In taking any action, performing any duties and in exercising any rights, powers and directions in accordance with the terms of this Agreement or any other Security Document, the Security Trustee: (a) will, subject to the terms of this Agreement, have regard to the interests of each and every Secured Party; (b) will be deemed to have complied with clause (a) and will not be liable for a breach of clause (a) if it has acted in good faith or has sought and acted upon the instructions of the Required Secured Parties in taking such action, performing such duties and in exercising any rights, powers and directions in accordance with the terms of the Security Document; and (c) shall not be liable (except in the case of gross negligence or wilful default) to any Secured Party for any breach of clause (a). 13. TRANSFERS 13.1 OBLIGORS The rights, benefits, interests and obligations of each Obligor under any Finance Document are personal to it and are not capable of assignment without the prior written consent of all the Finance Parties. 13.2 FINANCE PARTIES Each Finance Party agrees that it will not assign, transfer or novate any of its rights, benefits, interests or obligations under any Finance Document, none of which are capable of assignment, transfer or novation except in order to comply with any Applicable Law or as expressly permitted in accordance with the terms of this Agreement. -77- 13.3 TRANSFERS BY SECURED PARTY (a) ROYALTY HOLDER (i) Each Royalty Holder may assign and transfer its rights under any Royalty Agreement to which it is a party pursuant to the terms thereof. Each Royalty Holder from time to time shall, upon becoming the Royalty Holder and upon execution of a Royalty Holder Deed of Accession substantially in the form of Schedule 4, have the benefits of, be entitled to exercise the rights and shall have the obligations of a Royalty Holder hereunder and under each other Finance Document to which the Royalty Holder is a party. (ii) Upon the execution of a Royalty Holder Deed of Accession by all parties thereto, the Retiring Royalty Holder (as defined therein) shall be released from any further obligations and liabilities under the Finance Documents to any other parties to such Finance Documents. (b) FACILITY AGENT AND LENDERS The Facility Agent and each Lender shall be entitled to transfer or assign its rights and obligations under each Finance Document to which it is a party pursuant to Clause 18 respectively of the Loan Agreement and, in the case of any new Facility Agent shall, upon execution of a Facility Agent Deed of Accession substantially in the form of Schedule 5, have the benefits of, be entitled to exercise the rights and shall have the obligations of the Facility Agent hereunder and under each other Finance Document to which it is a party. 14. FEES AND LATE PAYMENTS 14.1 FEES The Borrower shall pay to the Security Trustee, fees in the amounts and at the times agreed between the Borrower and the Security Trustee, in connection with the execution of this Agreement and the other Finance Documents. 14.2 DOLLAR PAYMENTS All fees payable under a Finance Document shall be payable in Dollars. Each Obligor hereby acknowledges that any portion of any fee once paid shall be non-refundable, such portion having already been earned by performance. 14.3 LATE PAYMENTS (a) If any Obligor fails to pay any amount payable by it to a Finance Party under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate two per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by (in the case of amounts due to the Security Trustee) the Security Trustee, (in the case of amounts due to a Lender or the Facility Agent) the Facility Agent or (in the case of amounts due to a Royalty Holder) each Royalty Holder (in each case, acting reasonably). Any interest accruing under this Clause 14.3 shall be immediately payable by the relevant Obligor on demand by the person to whom such amount is payable or (in the case of the Lenders) the Facility Agent. (b) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable. -78- 15. MISCELLANEOUS 15.1 WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement and (other than a Royalty Agreement which may only be amended in accordance with the terms thereof) of each other Finance Document (except to the extent otherwise set forth in such Finance Document) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Obligor (or Obligors) party thereto, the Security Trustee and the Required Secured Parties, and, in the case of any Security Document, the Security Trustee; provided, however, that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken or a determination be made by, or with the consent of or in consultation with, all the Secured Parties or the Required Secured Parties shall be effective unless consented to by each Secured Party; (b) modify this Clause 15.1 or change the definition of "REQUIRED SECURED PARTIES", shall be made without the consent of each Secured Party; (c) extend the due date for, or reduce the amount of, any payment or prepayment of principal or of interest on any Loan or any other amount payable hereunder shall be made without the consent of each Secured Party; (d) affect the interests, rights or obligations of either Representative, the Facility Agent qua such Representative or the Facility Agent shall be made without the consent of such Representative or the Facility Agent (as the case may be); (e) other than as specifically permitted by this Agreement or the Security Documents, modify or authorise or effect the release of any material portion of the collateral which is the subject of any lien granted or purported to be granted in favour of the Security Trustee or in favour of the Finance Parties pursuant to any relevant Security Document shall be made: (i) prior to an Event of Default and before the Discharge Date, without the consent of each Secured Party; (ii) after an Event of Default and before the Discharge Date, without the consent of each Lender; and (iii) after the Discharge Date, without the consent of the Required Secured Parties; (f) increase the Commitment of any Lender or otherwise subject any Lender to any additional obligation without the consent of such Lender; (g) modify any term of this Agreement or any other Finance Document expressly relating to the priority of payment of, or the granting of any security in respect of, any obligations of the Borrower under any Price Protection Agreement to which any Secured Party is a party shall be made without the consent of such Secured Party; (h) materially reduce the obligations of the Sponsor under the Support Agreement shall be made without the consent of each Secured Party; or (i) modify Clause 3 (or any defined term referred to therein), Clauses 5.4, 6.3, 6.4, 7.2 or 12.15 without the consent of each Secured Party; provided that nothing in this Clause 15.1 shall prevent the Security Trustee exercising its rights against any Obligor pursuant to any Finance Document unless it is directed otherwise by the Required Secured Parties. -79- 15.2 NOTICES All notices and other communications provided to any party hereto under this Agreement or any other Finance Document shall be in writing and shall be sent by hand delivery, courier delivery, telex (if the receiving party shall have telex facilities) or facsimile and addressed or delivered to it at its address set forth below its signature hereto and designated as its "ADDRESS FOR NOTICES" (or in any Deed of Accession to which it is a party) or at such other address as may be designated by such party in the Security Document or in a notice to the other parties. Any notice: (a) if sent by hand delivery or courier delivery, shall be deemed received when delivered; and (b) if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback received at both the beginning and end of the relevant transmission in the case of telexes and transmission confirmed by the sending facsimile machine in the case of facsimiles). 15.3 COSTS AND EXPENSES The Borrower agrees to: (a) pay on demand all reasonable out-of-pocket expenses of each Finance Party for the negotiation, preparation, execution and delivery of this Agreement and each other Finance Document, including Schedules, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Finance Document or the Development Plan as may from time to time hereafter be required whether or not the transactions contemplated hereby are consummated, and all reasonable out-of-pocket expenses (inclusive as aforesaid) of the Representatives (including reasonable fees and expenses of legal advisers to each Representative) on a full indemnity basis and any stamp or other taxes incurred in connection with the preparation and review of the form of any Instrument relevant to this Agreement or any other Finance Document, the consideration of legal questions relevant hereto and thereto and the filing, recording, refiling or re-recording of any Finance Document and all amendments or supplements to any thereof and any and all other documents or Instruments of further assurance required to be filed or recorded or refiled or re-recorded by the terms hereof or of any other Finance Document; (b) pay on demand all reasonable out-of-pocket expenses of each Finance Party's officers or agents in connection with its annual on-site inspections of the Mine and all fees and expenses of the Independent Engineer for the preparation of the Technical Review, each Annual Independent Engineer's Report (provided that the Secured Parties shall not require the Independent Engineer to provide an Annual Independent Engineer's Report after the Discharge Date unless a Default shall have occurred and be subsisting) and other reports required of it (whether or not such documents are actually completed), the fees and expenses of any Expert, the fees and expenses of the independent chartered accountants and certified public accountants in connection with the performance of their duties described in Clause 5.9, the certification of each Compliance Certificate and any compliance certificate provided under the Support Agreement, the Economic Completion Certificate or any other matter relating to the Project and the Mine, and all reasonable fees and expenses of the Insurance Consultant and the Project Account Banks in connection with the performance of their respective duties referred to herein; and (c) reimburse each Finance Party upon demand for all out-of-pocket expenses (including fees and expenses of legal advisers to such Finance Party on a full indemnity basis) incurred by such Finance Party in connection with: (i) the negotiation and completion of any restructuring or "WORK-OUT", whether or not consummated whatever the nature of such expenses are, of any Obligations; and (ii) the enforcement of any Obligations. -80- 15.4 INDEMNIFICATION The Obligors hereby jointly and severally indemnify, exonerate and hold each Finance Party and each of its officers, directors, shareholders, employees, advisers and agents (the "INDEMNIFIED PARTIES") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages and expenses in connection therewith (including reasonable fees and expenses of legal advisers on a full indemnity basis and inclusive of United Kingdom or Ghanaian value added tax or other similar tax payable in connection therewith and including any amount paid by any Lender to either Representative (the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to: (a) in the case of the Borrower, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan; (b) in the case of the Borrower, the entering into and performance of this Agreement and any other Finance Document by any of the Indemnified Parties (including any action brought by or on behalf of any Obligor as the result of any proper determination by the Lenders pursuant to Clause 4 of the Loan Agreement not to fund any Loan); (c) in the case of each Obligor other than the Borrower, the entering into and performance of this Agreement and any other Finance Document to which such Obligor is a party by any of the Indemnified Parties (including any action brought by or on behalf of such Obligor as the result of any proper determination by the Lenders pursuant to Clause 4 of the Loan Agreement not to fund any Loan); (d) any investigation, litigation or proceeding related to any environmental clean-up, audit, compliance or other matter relating to the protection of the environment or the release by any Obligor of any Hazardous Material; or (e) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release or threatened release from, any real property owned or operated by any Obligor of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or wilful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, each Obligor hereby jointly and severally agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law and provided that such Obligor's liability pursuant to clauses (d) and (e) above shall: (i) exclude any liability incurred by any Lender solely in its capacity as a lender (or agent of a lender) to Satellite Goldfields Limited; and (ii) be limited to the proceeds received by the Security Trustee from any realisation of any lien pursuant to any Security Agreement to which such Obligor is a party. 15.5 TAXES (a) All payments by each Obligor of principal of, and interest on, the Loans and all other amounts payable pursuant to this Agreement or any other Finance Document to any Finance Party shall be made free and clear of, and without deduction for any, present or future income, excise, stamp or other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority of any jurisdiction, in each case other than franchise taxes and taxes imposed on or measured by the recipient's net income or receipts (such non-excluded items referred to as "TAXES") other than as required by Applicable Law. In the event that any withholding or deduction from any payment to be made by any Obligor hereunder or under any other Finance Document is required in respect of any Taxes pursuant to any Applicable Law, the relevant Obligor will: -81- (i) to the extent that any such Taxes are payable by the Obligor, pay directly to the relevant authority the full amount to be so withheld or deducted; (ii) promptly forward to the recipient of such payment an official receipt or other documentation satisfactory to the recipient of such payment (to the extent the same is available to the Obligor) evidencing such payment to such authority; and (iii) pay to the recipient of such payment for the account of the person or persons entitled thereto such additional amount or amounts as is necessary to ensure that the net amount actually received by such person will be equal to the full amount such person would have received had no such withholding or deduction been required. (b) If any Taxes are directly asserted against any Finance Party with respect to any payment received by such Finance Party hereunder or under any other Finance Document, such Finance Party may pay such Taxes and the Borrower will promptly pay such additional amounts (including any penalties, interest or expenses except to the extent that the same are incurred as a result of the negligence or wilful misconduct of such Finance Party) as is or are necessary in order that the net amount received by such Finance Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Finance Party would have received had such Taxes not been asserted. (c) If an Obligor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient of such payment, for its own account and/or, as the case may be, the account of the relevant Finance Parties, the required receipts or other required documentary evidence, the Borrower shall indemnify the recipient of such payment or such Finance Parties, as the case may be, for any incremental Taxes, interest or penalties that may become payable by any such Finance Party as a result of any such failure (excluding, however, any such incremental Taxes, interest or penalties incurred as a result of the negligence or wilful misconduct of such Finance Party). For the purposes of this Clause, a distribution hereunder or under any other Finance Document by a Representative, the Facility Agent or any Lender to or for the account of any Lender or other Finance Party shall be deemed a payment by an Obligor. (d) The Finance Parties agree to cooperate with the relevant Obligor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount of Taxes required to be deducted or withheld on account of any payment made by the Obligor under this Agreement or any other Finance Document; provided, however, that no Finance Party shall be under any obligation to execute and deliver any such form if, in the opinion of such Finance Party, completion of any such form might reasonably be expected to result in an adverse consequence with respect to the business or tax position of such Finance Party. 15.6 TAX CREDITS If the Borrower pays any additional amount under Clause 15.5(a) (a "TAX PAYMENT") and any Finance Party effectively obtains a refund of tax or credit against tax on its overall net income, by reason of that Tax Payment (a "TAX CREDIT"), and the Finance Party is able to identify the Tax Credit as being attributable to the Tax Payment, then the Finance Party shall reimburse to the Borrower such amount as it shall determine to be the proportion of the Tax Credit as will leave the Finance Party after that reimbursement, in no better or worse position than it would have been in if the Tax Payment had not been required. Each Finance Party shall have an absolute discretion as to whether to claim any Tax Credit and, if it does claim, the extent, order and manner in which it does so. No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower. Nothing shall interfere with the right of each Finance Party to arrange its tax affairs in whatever manner it thinks fit. 15.7 DOUBLE TAX AGREEMENT If for so long as the UK-Ghana Arrangement of 20 January, 1993 remains in force and otherwise than as a result of the introduction of or change in any law, regulation, published practice or concession of -82- any relevant authority or the publicly stated interpretation of any of the above occurring after the date of this Agreement, a Finance Party: (a) is at the date of this Agreement a party to this Agreement and a resident of the United Kingdom for the purposes of that UK - Ghana Arrangement but thereafter ceases to be so resident; or (b) is at the date of this Agreement a party to this Agreement and does take any interest received by it under this Agreement into account as a trading receipt of its business as such a resident but thereafter ceases to do so, the Borrower will not be liable to pay to that Finance Party under Clause 15.5(a) any amount in respect of Taxes levied or imposed by Ghana or any taxing authority of or in Ghana in excess of the amount it would have been obliged to pay if the Finance Party was so resident or, as the case may be, had taken such interest into account as a trading receipt of such a business. 15.8 SET OFF Each Obligor authorises each Finance Party after the occurrence of an Event of Default to apply any credit balance to which the Obligor is entitled on any account of the Obligor with that Finance Party (at any office and in any currency or commodity (including Gold)) in or towards satisfaction of any sum due and payable from the Obligor to any Finance Party hereunder and for this purpose, each Finance Party is authorised to purchase with the moneys standing to the credit of any such account such other currencies as may be necessary to effect such application. No Finance Party shall be obliged to exercise any right granted to it pursuant to this Clause. 15.9 CURRENCY OF PAYMENT (a) If: (i) any amount payable by an Obligor under this Agreement or any Finance Document is received by a Finance Party entitled thereto in a currency ("PAYMENT CURRENCY") other than the amount agreed to be payable in the currency in which the relevant Obligation is denominated (the "RELEVANT CURRENCY"), whether as a result of any judgement or order or the enforcement thereof, the liquidation of an Obligor or otherwise; and (ii) the amount produced by converting the Payment Currency so received into the Relevant Currency is less than the required amount of the Relevant Currency, then the Obligor shall, as an independent obligation separate and independent from its other obligations contained hereunder and in any other Finance Document, indemnify such Finance Party for the deficiency and any loss sustained as a result. (b) Such conversion shall be made promptly following receipt at such prevailing rate of exchange in such market as is reasonably determined by such Finance Party as being most appropriate for the conversion. The Obligor shall in addition pay the reasonable costs of the conversion. Each Obligor waives any right it may have in any jurisdiction to pay any amount under this Agreement or any other Finance Document in a currency other than the Relevant Currency. (c) For the purposes of this Clause, a distribution hereunder or under any other Finance Document by a Finance Party to or for the account of another Finance Party shall be deemed to be a payment by an Obligor. 15.10 NO OBLIGATIONS FOR MINE It is expressly understood that none of the Independent Engineer, the Insurance Consultant or any Finance Party assumes any obligation to any Obligor or any other party in respect of the operation, development, exploration and production of the Mine in accordance with the Development Plan or otherwise. -83- 15.11 SURVIVAL The obligations of any Obligor under Clauses 15.3, 15.4, 15.5 and 15.9 and the obligations of any Finance Party under Clause 12.40, shall, in each case, survive any termination of this Agreement. The representations and warranties made and indemnity and reimbursement obligations of each Obligor in this Agreement and in each other Finance Document to which it is a party shall survive the execution and delivery of this Agreement and each such other Finance Document. 15.12 SEVERABILITY If at any time any provision hereof or of any other Finance Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. 15.13 HEADINGS The various headings of this Agreement and of each other Finance Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Finance Document or any provisions hereof or thereof. 15.14 COUNTERPARTS, EFFECTIVENESS, ETC. This Agreement may be executed by the parties hereto in several counterparts, each of which shall, when executed, be deemed to be an original and all of which shall constitute together one and the same agreement. This Agreement shall become effective on the date (the "EFFECTIVE DATE") when counterparts hereof executed on behalf of the Obligors and each Finance Party shall have been received by the Security Trustee. 15.15 JURISDICTION OF ENGLISH COURTS (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "DISPUTE"). (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. (c) This Clause 15.15 is, as against the Obligors, for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings against any Obligor relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings against any Obligor in any number of jurisdictions. 15.16 SERVICE OF PROCESS Without prejudice to any other mode of service allowed under any relevant law, the Borrower: (a) shall, on or prior to the New Ownership Date, irrevocably appoint an agent for service of process ("PROCESS AGENT") in relation to any proceedings before the English courts in connection with any Finance Document; and (b) agrees that failure by the Process Agent to notify the Borrower of the process will not invalidate the proceedings concerned. 15.17 ENGLISH LANGUAGE This Agreement and the other Finance Documents have been negotiated in English and executed in the English language. All certificates, reports, notices and other documents and communications given or -84- delivered pursuant to this Agreement and the other Finance Documents shall be in the English language or, if not in the English language, shall be accompanied by a certified English translation thereof. In the case of any document originally issued in a language other than English, the English language version of any such document shall, absent manifest error, control the meaning and interpretation of the matters set forth therein. 15.18 PERPETUITIES For the purposes of the Perpetuities and Accumulations Act of 1964, any trusts created by this Agreement or in any other Finance Documents shall be for a period of 80 years. 15.19 DELAY No failure or delay on the part of any Finance Party in exercising any power or right under this Agreement or any other Finance Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it or any other Obligor to any notice or demand in similar or other circumstances. No waiver or approval by any Finance Party under this Agreement or any other Finance Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. 16. ACCESSION OF OTHER PARTIES 16.1 ADDITIONAL OBLIGORS Any Holding Company or any other person may, subject to the Security Trustee being satisfied that the security or other obligations provided by each of the other Obligor are not adversely affected in any way by the proposed accession of the Additional Obligor (and, if any such security may be adversely affected, that all such action as the Security Trustee may require will have been taken on or prior to the relevant Obligor Deed of Accession taking effect in order to ensure that any such adverse effect is avoided), become party hereto as an Additional Obligor by unconditionally delivering or causing to be delivered unconditionally to the Security Trustee an Obligor Deed of Accession duly executed by the parties thereto in form and substance satisfactory to the Security Trustee. The Additional Obligor shall also provide any documents referred to under the heading "Additional Documentation" in the Obligor Deed of Accession executed by it. 16.2 CONSTRUING AGREEMENT Upon delivery to the Security Trustee of any Obligor Deed of Accession referred to in Clause 16.1, this Agreement shall henceforth be read and construed as if each person which is a party to such Obligor Deed of Accession as an Additional Obligor were a party hereto having all the rights and obligations of an Obligor hereunder and all references in this Agreement to "Obligor" or "Obligors" shall be construed accordingly. 17. ROLE OF THE LAW DEBENTURE TRUST CORPORATION P.L.C. Each party to each Finance Document acknowledges that: (a) The Law Debenture Trust Corporation p.l.c. ("LAWDEB") is a party to the Asset Sale Agreements and the First Royalty Agreement in its capacity as security trustee pursuant to the Definition & Common Terms Agreement dated May 9, 1998 (as amended) (the "DACTA") between, inter alia, Satellite Goldfields Limited and certain other parties; and (b) upon the resignation or removal of LawDeb as security trustee pursuant to the DACTA, the obligations of LawDeb pursuant to the Finance Documents to which it is a party shall cease and: (i) any replacement security trustee shall, upon execution of a Royalty Holder Deed of Accession by all parties thereto, become a party to such Finance Documents as if it -85- had been a party to such Finance Documents from the date LawDeb became party to such Finance Documents; and (ii) if no such security trustee is appointed under the DACTA following such resignation or removal (and until any such replacement is effective), the liability of LawDeb pursuant to any Finance Document to which it is a party shall be limited to any rights of indemnity or assets held on trust by it pursuant to the DACTA. -86- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a deed by their respective officers thereunto duly authorised on the day and year first above written. THE OBLIGORS Signed as a deed by WEXFORD GOLDFIELDS ) LIMITED under a power of attorney ) ---------------------------------- ) Signature ---------------------------------- Name Printed ---------------------------------- Title Address for Notices: c/o Bentsi-Enchill & Letsa 1st Floor, Teachers Hall Annex Education Loop (off Barnes Road) P.O. Box 1632 Accra, Ghana S-1 THE FACILITY AGENT FOR ITSELF AND AS AGENT FOR THE LENDERS STANDARD BANK LONDON LIMITED ) ) ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title Address for Notices: Cannon Bridge House 25 Dowgate Hill London EC4R 2SB Facsimile No.: + 44 (0)20-7815-4284 Attention: Mark Turner S-2 THE SECURITY TRUSTEE STANDARD BANK LONDON LIMITED, as the ) ---------------------------------- Security Trustee ) Signature ---------------------------------- Name Printed ---------------------------------- Title Address for Notices: Cannon Bridge House 25 Dowgate Hill London EC4R 2SB Facsimile No.: +44 (0)20-7815-4284 Attention: Mark Turner S-3 The Common Seal of THE LAW DEBENTURE ) TRUST PLC was hereunto affixed in the ) presence of: ) - --------------------------------- Signature - --------------------------------- Name Printed - --------------------------------- Title - --------------------------------- Signature - --------------------------------- Name Printed - --------------------------------- Title Address for Notices: 100 Wood Street London EC2V 7EX Attention: Trudi Elkington-Poole With a copy to: Standard Bank London Limited Cannon Bridge House 25 Dowgate Hill London EC4R 2SB Attention: Mr. Michael Cooke (as Administrative Agent pursuant to the DACTA) S-4 SCHEDULE 1 DISCLOSURE SCHEDULE Item 1 Approvals Part A Current Approvals

Permit, Approval or Agency Notification Date - ------ ------------------- ---- None Part B Pending Approvals

Permit, Approval or Agency Notification Date - ------ ------------------- ---- 1. District Planning Authority Construction Permit Economic Completion Date 2. Chief Inspector of Mines Mining Permit Economic Completion Date 3. Environmental Protection Environmental Certificate Economic Completion Date Agency 4. Government of Ghana Transfer of Mining Lease New Ownership Date 5. Environmental Protection Environmental Permit Economic Completion Date Agency 6. Ministry of Mines Deed of Warranty, Conditions New Ownership Date & Confirmation 7. Bank of Ghana Exchange Control Approval New Ownership Date

Item 2 Assets; Properties None Item 3 Environmental Matters None. Item 4 Liens None Item 5 Take or Pay Contracts None Item 6 Royalty Agreements By virtue of the Minerals Royalties Regulations 1987 (L.I. 1349), mining companies are subject to the payment of royalties to Ghana based on profitability in terms of operating ratios which is the ratio expressed in terms of the percentage which the operating margin bears to turnover during each royalty period. The rate of royalty payable according to the law as: (a) Where the operating ratio is thirty per cent (30%) or less, the rate of royalty payment is three per cent (3%) of turnover or gross value of minerals won. SS-1 (b) where the operating ratio is more than thirty per cent (30%) but less than seventy per cent (70%) the rate of royalty payment is three per cent (3%) plus 0.225 of every one per cent (1%) by which the operating ratio exceeds thirty per cent (30%). (c) where the operating ratio is seventy per cent (70%) or more the rate of royalty payment is twelve per cent (12%). (d) See also the Deed of Warranty. The Borrower has or will enter into the First Royalty Agreement. Item 7 Taxes 1. Corporate Tax -- 32.5% of taxable income of the Borrower. 2. Additional Profit Tax: 25% of the carry forward cash balance at the end of each year of assessment. 3. Stamp Duty - payable on financial agreements and security documentation at the rate of 0.5% of the amount financed. 4. Withholding tax is not payable on dividends. 5. 5% withholding tax on goods and services supplied of a value in excess of Cedi 100,000.00. 6. Annual rental charges as may be prescribed by regulations applicable in respect of the area to which the mining license of the Borrower relates. As at the date hereof, these amounts equal 100,000 Cedis per annum. 7. Import duty payable on imported items other than plant, machinery, equipment and accessories imported specifically and exclusively for the commencement of the mineral operations at the rates set out below:

Description Import Duty Sales Tax ----------- ----------- --------- 4WD vehicles under 1900cc 10% 0 4WD vehicles between 1900cc 10% 15% and 2500cc 4WD vehicles over 2500cc 25% 35% Computers 10% 22 1/2%

Item 8 Material Agreements 1. All Operative Documents and all documents provided to the Facility Agent prior to the New Ownership Date and identified by an attached certificate signed by an Authorised Officer of the Borrower as a "Material Agreement". SS-1 SCHEDULE 2 SECURITY TRUSTEE DEED OF ACCESSION THIS DEED is made on BETWEEN:- (1) [-] (the "NEW SECURITY TRUSTEE"); (2) [-] (the "RETIRING SECURITY TRUSTEE"); and (3) [-] (the "REQUIRED SECURED PARTIES"). RECITAL:- (A) This Deed is supplemental to a Common Terms Agreement dated [_], 2002 (the "CTA") between (1) Wexford Goldfields Limited (the Borrower), (2) each other Obligor party hereto from time to time, (3) Standard Bank London Limited (the Facility Agent and Security Trustee), and (4) The Law Debenture Trust Corporation plc (the "FIRST ROYALTY HOLDER"). (B) This Deed has been entered into to record the accession of the New Security Trustee under the CTA pursuant to the provisions of Clause 12.50 thereof. NOW THIS DEED WITNESSETH as follows:- 1. DEFINITIONS Terms defined in the CTA shall have the same meaning when used in this Deed. 2. ACCESSION OF NEW SECURITY TRUSTEE 2.1 The New Security Trustee hereby agrees to be bound by all of the terms of the CTA as if it had originally been party thereto. 2.2 The New Security Trustee confirms that its address details for notices in relation to Clause 15.2 of the CTA are as follows:- Address: Telex: Facsimile: Attention: 2.3 By its signature below the Required Secured Parties confirm the acceptance of the New Security Trustee for all purposes under the CTA in accordance with Clause 12.50 thereof. 3. REPRESENTATIONS AND WARRANTIES The New Security Trustee hereby represents and warrants for the benefit of the Secured Parties that this Deed is within its powers, has been duly authorised by it, constitutes its legal, valid and binding obligations enforceable in accordance with their terms (subject as to enforcement, to bankruptcy and insolvency laws and other similar laws of applicability to creditors generally and to general equitable principles) and does not conflict with any law or regulation or its constitution documents or any document binding on it and that it has obtained all necessary consents for the performance by it of this Deed. SS-2 4. LAW This Deed shall be governed by and construed in all respects in accordance with English law. 5. COUNTERPARTS The Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS whereof this Deed has been duly executed as a deed on the day and year first before written. SS-2 SCHEDULE 3 OBLIGOR DEED OF ACCESSION THIS DEED OF ACCESSION (THIS "DEED") IS MADE ON THE [ ] DAY OF [ ],[ ] BETWEEN [(1) [Additional Obligor] (the "ADDITIONAL OBLIGOR");] and (2) [Security Trustee] on behalf of itself as Security Trustee and on behalf of the Finance Parties (the "SECURITY TRUSTEE"). WHEREAS (A) On [ ] a Common Terms Agreement (the "AGREEMENT") was entered into by, inter alia, Wexford Goldfields Limited and the Security Trustee. Pursuant to Clause 16.1 of the Agreement, any person may, at the Security Trustee's discretion, become party to the Agreement by executing a Deed of Accession, in the form attached to Schedule 8 of the Agreement; and (B) The Additional Obligor wishes to become a party to the Agreement as an Obligor. NOW IT IS HEREBY AGREED as follows: 1. INTERPRETATION Save as otherwise defined herein, terms defined in the Agreement shall bear the same meaning herein. 2. ADDITIONAL COMPANY The Agreement shall henceforth be read and construed as if the Additional Obligor were party to the Agreement having all the rights and obligations of an Obligor thereunder (and all references to "Obligor" or "Obligors") shall be construed accordingly. 3. REPRESENTATIONS The Additional Obligor hereby represents and warrants in respect of itself as if the representations set out in Clause 4 of the Agreement were set out in full in this Deed and as follows: (1)[ ]. 4. ADDITIONAL DOCUMENTS (2)[ ] 5. COUNTERPARTS This Deed may be signed in counterparts, all of which taken together shall constitute a single deed. 6. LAW This Deed shall be governed by, and construed in accordance with, English law. - ---------- (1) as required by Security Trustee (2) Security Trustee to specify SS-3 7. JURISDICTION The Additional Obligor agrees that the process by which any suit, action or proceeding is begun in relation to a Dispute may be served on it by being delivered in connection with any suit, action or proceeding in England, to: [ ] at [ ] or its principal other place of business for the time being. If the appointment of the person mentioned in this Clause 7 ceases to be effective in respect of the Additional Obligor, the Additional Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and failing such appointment within 15 days, the Security Trustee shall be entitled to appoint such a person by notice to Additional Obligor. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. EXECUTED as a Deed on the day and year first before written. [NB: address for Additional Company to be inserted] SS-3 SCHEDULE 4 ROYALTY HOLDER DEED OF ACCESSION THIS DEED is made on BETWEEN:- (1) [-] (the "NEW ROYALTY HOLDER"); (2) [-] (the "RETIRING ROYALTY HOLDER"); and (3) [-] (the "BORROWER"). RECITAL:- (A) This Deed is supplemental to a Common Terms Agreement dated [_], 2002 (the "CTA") between (1) Wexford Goldfields Limited (the Borrower), (2) each other Obligor party hereto from time to time, (3) Standard Bank London Limited (the Facility Agent and Security Trustee), and (4) The Law Debenture Trust Corporation plc (the "FIRST ROYALTY HOLDER"). (B) This Deed has been entered into to record the accession of the New Royalty Holder under the CTA pursuant to the provisions of Clause 13.3(a) thereof and the novation of the Royalty Agreement to the New Royalty Holder pursuant to the provisions of Clause 5 of the Royalty Agreement. NOW THIS DEED WITNESSETH as follows:- 1. DEFINITIONS Terms defined in the CTA shall have the same meaning when used in this Deed. 2. ACCESSION OF NEW ROYALTY HOLDER 2.1 The New Royalty Holder hereby agrees to be bound by all of the terms of the CTA and the Royalty Agreement, as if it had originally been party thereto. 2.2 The New Royalty Holder confirms that its address details for notices in relation to Clause 15.2 of the CTA are as follows:- Address: Telex: Facsimile: Attention: 2.3 The Retiring Royalty Holder and the New Royalty Holder agree to the Retiring Royalty Holder transferring to the New Royalty Holder by novation on the date hereof all of the Retiring Royalty Holder's rights and obligations in accordance with Clause 13 of the CTA and Clause 5 of the Royalty Agreement. 2.4 [ONLY INCORPORATE THIS CLAUSE 2.4 WHERE THE FIRST ROYALTY HOLDER IS THE RETIRING ROYALTY HOLDER.] Nothing in any Finance Document obliges the Retiring Royalty Holder to: (a) accept a re-transfer from a New Royalty Holder of any of the rights and obligations assigned or transferred under Clause 13 of the CTA or Clause 5 of the Royalty Agreement.; SS-4 (b) support any losses directly or indirectly incurred by the New Royalty Holder by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 2.5 By their signature below the Retiring Royalty Holder and the Borrower confirm their acceptance of the New Royalty Holder for all purposes under the CTA and each other Finance Agreement to which the Retiring Royalty Holder is a party in accordance with Clause 13.3(a) of the CTA. 3. REPRESENTATIONS AND WARRANTIES 3.1 The New Royalty Holder hereby represents and warrants for the benefit of the Borrower that this Deed is within its powers, has been duly authorised by it, constitutes its legal, valid and binding obligations enforceable in accordance with their terms (subject as to enforcement, to bankruptcy and insolvency laws and other similar laws of applicability to creditors generally and to general equitable principles) and does not conflict with any law or regulation or its constitution documents or any document binding on it and that it has obtained all necessary consents for the performance by it of this Deed. 3.2 [ONLY INCORPORATE THIS CLAUSE 3.2 WHERE THE FIRST ROYALTY HOLDER IS THE RETIRING ROYALTY HOLDER.]. The Retiring Royalty Holder makes no representation or warranty and assumes no responsibility to a New Royalty Holder for: (a) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (b) the financial condition of any Obligor; (c) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (d) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. 4. LAW This Deed shall be governed by and construed in all respects in accordance with English law. 5. COUNTERPARTS The Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS whereof this Deed has been duly executed as a deed on the day and year first before written. SS-4 SCHEDULE 5 FACILITY AGENT DEED OF ACCESSION THIS DEED is made on BETWEEN:- (1) [-] (the "NEW FACILITY AGENT"); (2) [-] (the "RETIRING FACILITY AGENT"); and (3) [-] (the "LENDERS"). RECITAL:- (A) This Deed is supplemental to a Common Terms Agreement dated [_], 2002 (the "CTA") between (1) Wexford Goldfields Limited (the Borrower), (2) each other Obligor party hereto from time to time, (3) Standard Bank London Limited (the Facility Agent and Security Trustee), and (4) The Law Debenture Trust Corporation plc (the "FIRST ROYALTY HOLDER"). (B) This Deed has been entered into to record the accession of the New Facility Agent under the CTA pursuant to the provisions of Clause 13.3(b) thereof. NOW THIS DEED WITNESSETH as follows:- 1. DEFINITIONS Terms defined in the CTA shall have the same meaning when used in this Deed. 2. ACCESSION OF NEW FACILITY AGENT 2.1 The New Facility Agent hereby agrees to be bound by all of the terms of the CTA as if it had originally been party thereto. 2.2 The New Facility Agent confirms that its address details for notices in relation to Clause 15.2 of the CTA are as follows:- Address: Telex: Facsimile: Attention: 2.3 By their signature below the Lenders confirm their acceptance of the New Facility Agent for all purposes under the CTA in accordance with Clause 13.3(b) thereof. 3. REPRESENTATIONS AND WARRANTIES The New Facility Agent hereby represents and warrants for the benefit of the Lenders that this Deed is within its powers, has been duly authorised by it, constitutes its legal, valid and binding obligations enforceable in accordance with their terms (subject as to enforcement, to bankruptcy and insolvency laws and other similar laws of applicability to creditors generally and to general equitable principles) and does not conflict with any law or regulation or its constitution documents or any document binding on it and that it has obtained all necessary consents for the performance by it of this Deed. SS-5 4. LAW This Deed shall be governed by and construed in all respects in accordance with English law. 5. COUNTERPARTS The Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS whereof this Deed has been duly executed as a deed on the day and year first before written. SS-5 EX-2.4 6 v84639exv2w4.txt EXHIBIT 2.4 Dated June 25, 2002 WEXFORD GOLDFIELDS LIMITED BAYERISCHE HYPO-UND VEREINSBANK AG DRESDNER BANK AG LONDON BRANCH FORTIS BANK (NEDERLAND) N.V. STANDARD BANK LONDON LIMITED as Lenders with STANDARD BANK LONDON LIMITED acting as Agent ---------------------------------------- WASSA PROJECT FACILITY AGREEMENT ---------------------------------------- Mayer, Brown, Rowe & Maw 11 Pilgrim Street London EC4V 6RW 1. DEFINITIONS AND INTERPRETATION...............................................1 2. THE FACILITIES...............................................................8 3. PURPOSE......................................................................8 4. CONDITIONS OF UTILISATION....................................................9 5. UTILISATION..................................................................9 6. REPAYMENT...................................................................10 7. PREPAYMENT AND CANCELLATION.................................................11 8. INTEREST....................................................................13 9. INTEREST PERIODS............................................................14 10. CHANGES TO THE CALCULATION OF INTEREST......................................15 11. FEES........................................................................16 12. INCREASED COSTS.............................................................16 13. INDEMNITY TO THE AGENT......................................................17 14. MITIGATION BY THE LENDERS...................................................17 15. COSTS AND EXPENSES..........................................................18 16. REPRESENTATIONS.............................................................18 17. EVENTS OF DEFAULT...........................................................18 18. CHANGES TO THE LENDERS......................................................19 19. NO CHANGES TO THE BORROWER..................................................22 20. ROLE OF THE AGENT...........................................................22 21. CONDUCT OF BUSINESS BY THE FINANCE PARTIES..................................27 22. SHARING AMONG THE LENDERS...................................................27 23. PAYMENT MECHANICS...........................................................29 24. SET-OFF.....................................................................31 25. CALCULATIONS AND CERTIFICATES...............................................31 26. PARTIAL INVALIDITY..........................................................32 27. REMEDIES AND WAIVERS........................................................32 28. AMENDMENTS AND WAIVERS......................................................32 29. COUNTERPARTS................................................................33 30. GOVERNING LAW...............................................................33 31. ENFORCEMENT.................................................................33 i SCHEDULE 1 THE ORIGINAL LENDERS SCHEDULE 2 CONDITIONS PRECEDENT SCHEDULE 3 REQUESTS SCHEDULE 4 MANDATORY COST FORMULA SCHEDULE 5 FORM OF TRANSFER CERTIFICATES SCHEDULE 6 TIMETABLES SCHEDULE 7 LMA FORM OF CONFIDENTIALITY UNDERTAKING ii THIS AGREEMENT is dated June 25, 2002 and made between: (1) WEXFORD GOLDFIELDS LIMITED (the "BORROWER"); (2) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the "ORIGINAL LENDERS"); and (3) STANDARD BANK LONDON LIMITED as agent of the Lenders (the "AGENT"). IT IS AGREED as follows: PART 1 INTERPRETATION 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS Unless defined herein, terms defined in the Common Terms Agreement shall have the same meaning when used in this Agreement (including in the preamble and the recitals). This Agreement is a Finance Document, and shall be interpreted and construed in accordance with the terms and provisions of the Common Terms Agreement (including Clauses 1.2 to 1.10 thereof, the provisions of which are hereby incorporated in this Agreement with all necessary consequential changes). The following terms when used in this Agreement, including its preamble and recitals, have the following meanings: "AFFILIATE" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. "AGENT" is defined in the preamble. "AGREEMENT" is defined in the preamble. "AVAILABILITY PERIOD" means in relation to Facility A and in relation to Facility B, the period from and including the date of this Agreement to and including August 31, 2002. "AVAILABLE COMMITMENT" means, in relation to a Lender, the aggregate of its Total Facility A Commitments or, as the case may be, its Total Facility B Commitments minus, as applicable, the aggregate amount of its participation in any outstanding Facility A Loan or, as the case may be, Facility B Loan. "AVAILABLE FACILITY" means, in relation to Facility A or, as the case may be, Facility B, the aggregate for the time being of each Lender's Available Commitment in respect of Facility A or, as the case may be, Facility B. "BORROWER" is defined in the preamble to this Agreement. "BREAK COSTS" means the amount (if any) by which: 1 (a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds: (b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of such Loan or such Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period. "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which Lenders are open for general business in London and New York. "COMMITMENT" means a Facility A Commitment or, as the case may be, a Facility B Commitment. "COMMON TERMS AGREEMENT" means the Common Terms Agreement dated on or about the date hereof among the Borrower, any other obligor party thereto from time to time, the Agent, The Law Debenture Trust Corporation p.l.c. (as Royalty Holder) and the Security Trustee. "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 7 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent. "DISCHARGED RIGHTS AND OBLIGATIONS" has the meaning given to it in Clause 18.5(b)(i). "DOLLARS" and "$" means the lawful currency of the United States of America. "FACILITIES" means Facility A and Facility B. "FACILITY A" means the term loan facility made available under this Agreement as described in Clause 2.1(a). "FACILITY A COMMITMENT" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Facility A Commitment" in Schedule 1 (The Original Lenders) and the amount of any other Facility A Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. 2 "FACILITY A LOAN" means the loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan. "FACILITY A LOAN REPAYMENT DATE" means each of: (a) the date which is 15 months after the date hereof; and (b) the last day of each three monthly period thereafter or such other dates as are agreed by the Lenders and the Borrower pursuant to the Common Terms Agreement. "FACILITY A OUTSTANDINGS" means the aggregate amount of the outstanding Facility A Loan. "FACILITY A REPAYMENT INSTALMENT AMOUNT" means one sixteenth of the principal amount of the outstanding Facility A Loan as at the day before the first Facility A Loan Repayment Date or such other amount as is agreed by the Lenders and the Borrower pursuant to the Common Terms Agreement. "FACILITY B" means the further term loan facility made available under this Agreement as described in Clause 2.1(b). "FACILITY B COMMITMENT" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Facility B Commitment" in Schedule 1 (The Original Lenders) and the amount of any other Facility B Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement, in each case to the extent not cancelled, reduced or transferred by it under this Agreement. "FACILITY B LOAN" means the loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan. "FACILITY B LOAN REPAYMENT DATE" means: (a) the date which is 15 months after the date hereof; and (b) the last day of each three monthly period thereafter, or such other dates as are agreed by the Lenders and the Borrower pursuant to the Common Terms Agreement. "FACILITY B OUTSTANDINGS" means the aggregate amount of the outstanding Facility B Loan. "FACILITY B REPAYMENT INSTALMENT AMOUNT" means one sixteenth of the principal amount of the outstanding Facility B Loan as at the day before the first Facility B 3 Loan Repayment Date or such other amount as is agreed by the Lenders and the Borrower pursuant to the Common Terms Agreement. "FACILITY OFFICE" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement. "FEE LETTER" means any letter or letters dated on or about the date of this Agreement between the Agent and the Borrower setting out any of the fees referred to in Clause 11. "FINANCE PARTY" means the Agent, the Security Trustee or a Lender. "HOLDING COMPANY" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. "INTEREST PERIOD" means, in relation to a Loan, each period determined in accordance with Clause 9 and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.3 of the Common Terms Agreement. "LENDER" means: (a) any Original Lender; and (b) any person which has become a Party as a Lender in accordance with Clause 18, which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "LIBOR" means, in relation to any Loan: (a) the applicable Screen Rate; or (b) (if no Screen Rate is available for Dollars for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market, as of the Specified Time on the Quotation Day for the offering of deposits Dollars and for a period comparable to the Interest Period for that Loan. "LOAN" means a Facility A Loan or, as the case may be, a Facility B Loan. "LMA" means the Loan Market Association. "MAJORITY LENDERS" means, at any time: (a) if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if 4 the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction); or (b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 2/3% of all the Loans then outstanding. "MANDATORY COST" means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost Formula). "MARKET DISRUPTION EVENT" is defined in Clause 10.2(b). "MATURITY DATE" means the date which is five years after the date hereof. "MONTH" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. The above rules will only apply to the last Month of any period. "OUTSTANDINGS" means the aggregate of the Facility A Outstandings and the Facility B Outstandings. "PARTICIPATING MEMBER STATE" means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union. "PARTY" means a party to this Agreement and includes its successors in title, permitted assigns and permitted transferees. "QUOTATION DAY" means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the London interbank market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days). "RECOVERING LENDER" has the meaning given to it in Clause 22.1. 5 "REFERENCE BANKS" means such banks as may be appointed by the Agent for the purposes of calculating LIBOR. "SCREEN RATE" means the British Bankers' Association Interest Settlement Rate for Dollars for the relevant period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders. "SECURITY TRUSTEE" means Standard Bank London Limited in its capacity as Security Trustee under the Common Terms Agreement. "SELECTION NOTICE" means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 in relation to any Facility. "SHARING PAYMENT" has the meaning given to it in Clause 22.1(c). "SPECIFIED TIME" means a time determined in accordance with Schedule 6 (Timetables). "SUBSIDIARY" means a subsidiary within the meaning of section 736 of the Companies Act 1985. "TAX" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). "TAX DEDUCTION" means a deduction or withholding for or on account of Tax from a payment under a Finance Document. "TAXES ACT" means the Income and Corporation Taxes Act 1988. "TERMINATION DATE" means: (a) in relation to Facility A, the day before the first Facility A Loan Repayment Date; and (b) in relation to Facility B, the day before the first Facility B Loan Repayment Date. "TOTAL COMMITMENTS" means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being $9,000,000 at the date of this Agreement. "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A Commitments, being $4,000,000 at the date of this Agreement. "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B Commitments, being $5,000,000 at the date of this Agreement. 6 "TRANSFER CERTIFICATE" means a certificate substantially in one of the forms set out in Schedule 5 (Form of Transfer Certificates) or any other form agreed between the Agent and the Borrower. "TRANSFER DATE" means, in relation to a transfer, the later of: (a) the proposed Transfer Date specified in the Transfer Certificate; and (b) the date on which the Agent executes the Transfer Certificate. "UNPAID SUM" means any sum due and payable but unpaid by the Borrower under the Finance Documents. "UTILISATION" means a utilisation of either of the Facilities. "UTILISATION DATE" means the date of a Utilisation, being the date on which the relevant Loan is to be made. "UTILISATION REQUEST" means a notice substantially in the form set out in Part I of Schedule 3 (Requests). "VAT" means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature. 1.2 CONSTRUCTION (a) Any reference in this Agreement to: (i) "ASSETS" includes present and future properties, revenues and rights of every description; (ii) a "FINANCE DOCUMENT" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated; (iii) "INDEBTEDNESS" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (iv) a "PERSON" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing; (v) a "REGULATION" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; (vi) a provision of law is a reference to that provision as amended or re-enacted; and 7 (vii) unless a contrary indication appears, a time of day is a reference to London time. (b) Section, Clause and Schedule headings are for ease of reference only. (c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. 1.3 THIRD PARTY RIGHTS (a) Except as provided in a Finance Document, the terms of a Finance Document may be enforced only by a party to it and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded. (b) Notwithstanding any provision of any Finance Document, the Parties to a Finance Document do not require the consent of any third party to rescind or vary any Finance Document at any time. PART 2 THE FACILITIES 2. THE FACILITIES 2.1 THE FACILITIES Subject to the terms of this Agreement, the Lenders make available to the Borrower: (a) a dollar term loan facility in an aggregate amount equal to the Total Facility A Commitments; and (b) a further dollar term loan facility in an aggregate amount equal to the Total Facility B Commitments. Each facility may only be utilised in a single drawing. 2.2 LENDERS' RIGHTS AND OBLIGATIONS (a) The obligations of each Lender under the Finance Documents are several. Failure by a Lender to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Lender under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Lender from the Borrower shall be a separate and independent debt. 8 (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. 3. PURPOSE 3.1 PURPOSE (a) The Borrower shall apply all amounts borrowed by it under Facility A towards financing the initial purchase consideration in accordance with the Asset Sale Agreements. (b) The Borrower shall apply all amounts borrowed by it under Facility B towards financing the deferred purchase consideration in accordance with the Asset Sale Agreements. 3.2 MONITORING No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement. 4. CONDITIONS OF UTILISATION 4.1 INITIAL CONDITIONS PRECEDENT The Borrower may not deliver a Utilisation Request in respect of the Facility A Loan or, as the case may be, the Facility B Loan, unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 and in respect of a Facility B Loan, all additional documents and other evidence listed in Part II of Schedule 2, or permanently waived such requirements, and in each case in form and substance satisfactory to the Agent. The Agent shall, in each case, notify the Borrower and the Lenders promptly upon being so satisfied. 4.2 FURTHER CONDITIONS PRECEDENT The Lenders will only be obliged to comply with Clause 5.4 if on the date of the Utilisation Request and on the proposed Utilisation Date: (a) no Default is continuing or would result from the proposed Loan; and (b) the Repeating Representations to be made by the Borrower on the date of such Utilisation Request and on such Utilisation Date are true in all material respects. PART 3 UTILISATION 5. UTILISATION 5.1 DELIVERY OF A UTILISATION REQUEST The Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time. 9 5.2 COMPLETION OF A UTILISATION REQUEST (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (i) it identifies the Facility to be utilised; (ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility; (iii) the currency and the amount of such Utilisation comply with Clause 5.3; and (iv) the proposed Interest Period complies with Clause 9. (b) Only one Loan may be requested in each Utilisation Request. 5.3 CURRENCY AND AMOUNT (a) The currency specified in a Utilisation Request must be Dollars. (b) The amount of the proposed Loan must be an amount which is equal to the Available Facility for such Loan. 5.4 LENDERS' PARTICIPATION (a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available through its Facility Office. (b) The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan. (c) The Agent shall notify each Lender of the amount of each Loan at the Specified Time. PART 4 REPAYMENT, PREPAYMENT AND CANCELLATION 6. REPAYMENT 6.1 REPAYMENT OF FACILITY A LOAN (a) The Borrower shall repay the Facility A Loan in instalments on each Facility A Loan Repayment Date such that the amount of the Facility A Loan is reduced on each Facility A Loan Repayment Date by an amount equal to the Facility A Repayment Instalment Amount and to zero by the Maturity Date. (b) The Borrower may not reborrow any part of Facility A which is repaid. 10 6.2 REPAYMENT OF FACILITY B LOAN (a) The Borrower shall repay the Facility B Loan in instalments on each Facility B Loan Repayment Date such that the amount of the Facility B Loan is reduced on each Facility B Loan Repayment Date by an amount equal to the Facility B Repayment Instalment Amount and to zero by the Maturity Date. (b) The Borrower may not reborrow any part of Facility B which is repaid. 6.3 MANDATORY PREPAYMENT FOLLOWING CASH SWEEP (a) The Borrower shall, on each Cash Sweep Date on and from Economic Completion, make a mandatory prepayment of the Outstandings on such Cash Sweep Date in a principal amount equal to Excess Cash Flow for the Cash Flow Period most recently ended prior to such Cash Sweep Date. (b) Each prepayment pursuant to Clause (a) shall be applied first to the Facility B Loan (if any such Loan is outstanding) or, if no Facility B Loan is outstanding, to the Facility A Loan. (c) Any prepayment under this Clause 6.3 shall satisfy the obligations under Clause 6.2 or, as the case may be, Clause 6.1 in inverse order. 7. PREPAYMENT AND CANCELLATION 7.1 ILLEGALITY If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund its participation in any Loan: (a) that Lender shall promptly notify the Agent upon becoming aware of that event; (b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (c) the Borrower shall repay that Lender's participation in the Loans made to it on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law). 7.2 CHANGE OF CONTROL (a) If SGL or any subsequent Holding Company from time to time ceases to control the Borrower: (i) the Borrower shall promptly notify the Agent upon becoming aware of that event; (ii) if the Majority Lenders so require, the Agent shall cancel the Facilities and declare all outstanding Loans, together with accrued interest, and 11 all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facilities will be cancelled and all such outstanding amounts will become immediately due and payable. (b) For the purpose of paragraph (a) above "CONTROL" means to exercise or control the exercise of more than 50 per cent. (50%) of the total voting rights conferred upon the holders of the entire issued share capital for the time being of the Borrower. 7.3 VOLUNTARY CANCELLATION The Borrower may, if it gives the Agent not less than 5 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of U.S.$500,000) of an Available Facility. Any cancellation under this Clause 7.3 shall reduce the Commitments of the Lenders rateably under that Facility. 7.4 VOLUNTARY PREPAYMENT OF LOANS (a) The Borrower may, if it gives the Agent not less than 5 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Facility A Loan or, as the case may be, Facility B Loan (but, if in part, being an amount that reduces the amount of the Facility A Loan or, as the case may be, Facility B Loan by a minimum amount of U.S.$500,000). (b) A Facility A Loan or, as the case may be, a Facility B Loan may only be prepaid after the last day of the applicable Availability Period (or, if earlier, the day on which the applicable Available Facility is zero). Any prepayment under this Clause 7.4 shall satisfy the obligations under Clause 6.1 or, as the case may be, Clause 6.2 in inverse order. 7.5 RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER (a) If: (i) any sum payable to any Lender by the Borrower is required to be increased under Clauses 8.1(c) or 12.1(a); or (ii) any Lender claims indemnification from the Borrower under Clause 15.5 of the Common Terms Agreement, the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the 12 Borrower in that notice), the Borrower shall repay that Lender's participation in that Loan. 7.6 RESTRICTIONS (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty and the Available Commitments will be reduced pro rata. (c) No Borrower may reborrow any part of any Facility which is prepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. PART 5 COSTS OF UTILISATION 8. INTEREST 8.1 CALCULATION OF INTEREST The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the: (a) Applicable Margin; (b) LIBOR; and (c) the Mandatory Cost, if any. 8.2 PAYMENT OF INTEREST Interest shall accrue on each Loan and the Borrower shall pay interest as set forth below: (a) during the period up to the New Ownership Date, accrued interest shall be paid by the Borrower on the New Ownership Date or, at the election of the Agent, on demand from time to time; 13 (b) during the twelve month period commencing on the day immediately after the New Ownership Date, interest due but unpaid may remain unpaid but shall be capitalised at monthly intervals during that 12 month period; and (c) commencing with the period thereafter, accrued interest shall be paid by the Borrower on the last day of each Interest Period (commencing with the first such Interest Period ending after such 12 month period) or, if such Interest Period is in excess of three months, on each Cash Sweep Date falling during such Interest Period. 8.3 NOTIFICATION OF RATES OF INTEREST The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement. 9. INTEREST PERIODS 9.1 SELECTION OF INTEREST PERIODS (a) The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice. (b) Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower to which that Loan was made not later than the Specified Time. (c) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to Clause 8, be one Month. (d) Subject to this Clause 9, the Borrower may select an Interest Period of one, three or six Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders). In addition, the Borrower may select an Interest Period of, in relation to Facility A or, as the case may be, Facility B a period of less than one Month, if necessary to ensure that such Interest Period will end on a Facility A Repayment Date as determined in accordance with Clause 6.1 or, as the case may be, a Facility B Repayment Date as determined in accordance with Clause 6.2. (e) Subject to Clause (g), an Interest Period for a Loan shall not extend beyond the Maturity Date or beyond the next Cash Sweep Date. (f) The first Interest Period for a Loan shall start on the date such Loan is made and for all succeeding Interest Periods shall start on the last day of its preceding Interest Period. (g) The Borrower may only select an Interest Period for a Loan which extends beyond a Cash Sweep Date if, on or prior to each Cash Sweep Date period falling during such Interest Period, the Borrower has deposited (and the Borrower hereby undertakes to deposit) with the Security Trustee in a blocked account (denominated in Dollars) other than a Project Account and which is 14 subject to a lien in favour of the Lenders, an amount not less than the aggregate interest accrued on such Loan during such Interest Period up to and including such Cash Sweep Date. The Borrower agrees that funds may only be withdrawn from such account to make payments of interest on such Loan. 9.2 NON-BUSINESS DAYS If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 10. CHANGES TO THE CALCULATION OF INTEREST 10.1 ABSENCE OF QUOTATIONS Subject to Clause 10.2, if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks. 10.2 MARKET DISRUPTION (a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender's share of that Loan for the Interest Period shall be the rate per annum which is the sum of: (i) the Applicable Margin; (ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and (iii) the Mandatory Cost, if any, applicable to that Lender's participation in the Loan. (b) In this Agreement "MARKET DISRUPTION EVENT" means: (i) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for Dollars for the relevant Interest Period; or (ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 25 per cent. of that Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR. 15 10.3 ALTERNATIVE BASIS OF INTEREST OR FUNDING (a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. (b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties. 10.4 BREAK COSTS (a) The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. (b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue. 11. FEES The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. PART 6 ADDITIONAL PAYMENT OBLIGATIONS 12. INCREASED COSTS 12.1 INCREASED COSTS (a) Subject to Clause 12.3 the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. (b) In this Agreement "INCREASED COSTS" means: (i) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital; (ii) an additional or increased cost; or (iii) a reduction of any amount due and payable under any Finance Document, 16 which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document. 12.2 INCREASED COST CLAIMS (a) A Finance Party intending to make a claim pursuant to Clause 12.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. (b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs. 12.3 EXCEPTIONS Clause 12.1 does not apply to the extent any Increased Cost is: (a) attributable to a Tax Deduction required by law to be made by the Borrower; (b) compensated for by the payment of the Mandatory Cost; or (c) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation. 13. INDEMNITY TO THE AGENT The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (a) investigating any event which it reasonably believes is a Default; or (b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. 14. MITIGATION BY THE LENDERS 14.1 MITIGATION (a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable by way of additional Mandatory Cost or under, or cancelled pursuant to, any of Clause 7.1 or Clause 12 including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. (b) Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents. 17 14.2 LIMITATION OF LIABILITY (a) The Borrower, provided it has approved the material steps taken under Clause 14.1, shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1. (b) A Finance Party is not obliged to take any steps under Clause 14.1 if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 15. COSTS AND EXPENSES If: (a) the Borrower requests an amendment, waiver or consent; or (b) an amendment is required pursuant to Clause 23.9; the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement. PART 7 REPRESENTATIONS AND EVENTS OF DEFAULT 16. REPRESENTATIONS The representations of the Borrower set forth in Clause 4 of the Common Terms Agreement shall be true and correct in all material respects as of the date of this Agreement and from time to time as repeated in the case of each of the Repeating Representations. 17. EVENTS OF DEFAULT On and at any time after the occurrence of an Event of Default the Agent may, and shall (subject to the applicable grace period, if any, in the Common Terms Agreement) if so directed by the Majority Lenders, by notice to the Borrower: (a) cancel the Total Commitments whereupon they shall immediately be cancelled; (b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or (c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders. 18 PART 8 CHANGES TO PARTIES 18. CHANGES TO THE LENDERS 18.1 ASSIGNMENTS AND TRANSFERS BY THE LENDERS Subject to this Clause 18, a Lender (the "EXISTING LENDER") may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution (the "NEW LENDER"). 18.2 CONDITIONS OF ASSIGNMENT OR TRANSFER (a) The consent of the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Borrower within that time or unless Clause 7.1 would apply to the assignee or the transferee immediately after such transfer or assignment. (c) An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender. (d) A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. (e) Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender's share of each Facility pro rata. (f) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 15.5(a) of the Common Terms Agreement, Clause 8.1(c) or Clause 12, 19 then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 18.3 ASSIGNMENT OR TRANSFER FEE The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $1,000. 18.4 LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii) the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. (b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 18; or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. 20 18.5 PROCEDURE FOR TRANSFER (a) Subject to the conditions set out in Clause 18.2 a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the "DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a "Lender". 18.6 DISCLOSURE OF INFORMATION Any Lender may disclose to any of its Affiliates and any other person: (a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower; or (c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation, 21 any information about the Borrower, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking. 19. NO CHANGES TO THE BORROWER The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents. PART 9 THE FINANCE PARTIES 20. ROLE OF THE AGENT 20.1 APPOINTMENT OF THE AGENT (a) The Lenders appoint the Agent to act as its agent under and in connection with the Finance Documents. (b) The Lenders authorise the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. 20.2 DUTIES OF THE AGENT (a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. (b) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders. (c) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. 20.3 NO FIDUCIARY DUTIES (a) Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person. (b) The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account. 20.4 BUSINESS WITH THE GROUP The Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group. 22 20.5 RIGHTS AND DISCRETIONS OF THE AGENT (a) The Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 7.1 of the Common Terms Agreement); and (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 20.6 MAJORITY LENDERS' INSTRUCTIONS (a) Unless a contrary indication appears in a Finance Document, the Agent shall: (i) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Lenders. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such lien as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. 23 (e) The Agent is not authorised to act on behalf of a Lender without first obtaining that Lender's consent in any legal or arbitration proceedings relating to any Finance Document. 20.7 RESPONSIBILITY FOR DOCUMENTATION The Agent: (a) is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Borrower or any other person given in or in connection with any Finance Document; or (b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document. 20.8 EXCLUSION OF LIABILITY (a) Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. (b) No Party may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause. Any third party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. (c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. 20.9 LENDERS' INDEMNITY TO THE AGENT Each Lender shall (in proportion to its share of: (a) the Total Commitment; or (b) if the Total Commitments are then zero, to its share of the aggregate amount of all Outstandings) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document). 24 20.10 RESIGNATION OF THE AGENT (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Borrower. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in the United Kingdom). (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (e) The Agent's resignation notice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 20. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. 20.11 CONFIDENTIALITY (a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it. (c) Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to disclose to any other person: (i) any confidential information; or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty. 25 20.12 RELATIONSHIP WITH THE LENDERS (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost Formula). 20.13 CREDIT APPRAISAL BY THE LENDERS Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: (a) the financial condition, status and nature of each member of the Group or any Obligor; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; (c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and (d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document. 20.14 LENDERS' TAX STATUS CONFIRMATION Each Lender confirms in favour of the Agent on the date of this Agreement or, in the case of a Lender which becomes a Party pursuant to a transfer or assignment, on the date on which the relevant transfer or assignment becomes effective that either: (a) it is not resident for tax purposes in the United Kingdom and is beneficially entitled to its share of the Loan and associated interest; or (b) it is a bank as defined for the purposes of section 349 of the Taxes Act and is beneficially entitled to its share of the Loan and associated interest, 26 and each Lender shall promptly notify the Agent if there is any change in its position from that set out above. 20.15 REFERENCE BANKS If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank. 20.16 AGENT'S MANAGEMENT TIME Any amount payable to the Agent under Clause 15.4 of the Common Terms Agreement, Clause 15 and Clause 20.9 shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11. 20.17 COMMON TERMS AGREEMENT AND THE FINANCE DOCUMENTS Each Lender authorises the Agent to enter into the Common Terms Agreement and each other Finance Documents to which the Agent is party as agent for such Lender and such Lender agrees to abide by the terms of the Common Terms Agreement and such other Finance Documents. 21. CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 22. SHARING AMONG THE LENDERS 22.1 PAYMENTS TO LENDERS If a Lender (a "RECOVERING LENDER") receives or recovers any amount from the Borrower other than in accordance with Clause 23 and applies that amount to a payment due under the Finance Documents then, without prejudice to the terms of the Common Terms Agreement (which shall prevail over this Clause 22): (a) the Recovering Lender shall, within three Business Days, notify details of the receipt or recovery, to the Agent; (b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Lender would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance 27 with Clause 23, without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Lender shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "SHARING PAYMENT") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Lender as its share of any payment to be made, in accordance with Clause 23.5. 22.2 REDISTRIBUTION OF PAYMENTS The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Lender) in accordance with Clause 23.5. 22.3 RECOVERING LENDER'S RIGHTS (a) On a distribution by the Agent under Clause 22.2, the Recovering Lender will be subrogated to the rights of the Finance Parties which have shared in the redistribution. (b) If and to the extent that the Recovering Lender is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Lender for a debt equal to the Sharing Payment which is immediately due and payable. 22.4 REVERSAL OF REDISTRIBUTION If any part of the Sharing Payment received or recovered by a Recovering Lender becomes repayable and is repaid by that Recovering Lender, then: (a) each Lender which has received a share of the relevant Sharing Payment pursuant to Clause 22.2 shall, upon request of the Agent, pay to the Agent for account of that Recovering Lender an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Lender for its proportion of any interest on the Sharing Payment which that Recovering Lender is required to pay); and (b) that Recovering Lender's rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Lender for the amount so reimbursed. 22.5 EXCEPTIONS (a) This Clause 22 shall not apply to the extent that the Recovering Lender would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower. (b) A Recovering Lender is not obliged to share with any other Lender any amount which the Recovering Lender has received or recovered as a result of taking legal or arbitration proceedings, if: 28 (i) it notified the other Lenders of the legal or arbitration proceedings; and (ii) the other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice or did not take separate legal or arbitration proceedings. PART 10 ADMINISTRATION 23. PAYMENT MECHANICS 23.1 PAYMENTS TO THE AGENT (a) Subject to the Common Terms Agreement, on each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies. 23.2 DISTRIBUTIONS BY THE AGENT Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 23.3 and Clause 23.4 be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank in the principal financial centre of the country of that currency. 23.3 DISTRIBUTIONS TO THE BORROWER The Agent may (with the consent of the Borrower or in accordance with Clause 24) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied. 23.4 CLAWBACK (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the 29 Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds. 23.5 PARTIAL PAYMENTS (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order: (i) FIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents; (ii) SECONDLY, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement; (iii) THIRDLY, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) FOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by the Borrower. 23.6 NO SET-OFF BY THE BORROWER All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 23.7 BUSINESS DAYS (a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal at the rate payable on the original due date. 23.8 CURRENCY OF ACCOUNT (a) Subject to paragraphs (b) to (e) below, Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document. (b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date. 30 (c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued. (d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. (e) Any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency. 23.9 CHANGE OF CURRENCY (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably). (b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency. 24. SET-OFF A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 25. CALCULATIONS AND CERTIFICATES 25.1 ACCOUNTS In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate. 31 25.2 CERTIFICATES AND DETERMINATIONS Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 25.3 DAY COUNT CONVENTION Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market differs, in accordance with that market practice. 26. PARTIAL INVALIDITY If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 27. REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 28. AMENDMENTS AND WAIVERS 28.1 REQUIRED CONSENTS (a) Subject to Clause 28.2 and to the Common Terms Agreements any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties. (b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause. 28.2 EXCEPTIONS (a) An amendment or waiver that has the effect of changing or which relates to: (i) the definition of "Majority Lenders" in Clause 1.1; (ii) an extension to the date of payment of any amount under the Finance Documents; (iii) a reduction in the Applicable Margin or the amount of any payment of principal, interest, fees or commission payable; 32 (iv) an increase in Commitment; (v) any provision which expressly requires the consent of all the Lenders; or (vi) Clause 2.2, Clause 18 or this Clause 28, shall not be made without the prior consent of all the Lenders. (b) An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent. 29. COUNTERPARTS Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. PART 12 GOVERNING LAW AND ENFORCEMENT 30. GOVERNING LAW This Agreement is governed by English law. 31. ENFORCEMENT 31.1 JURISDICTION OF ENGLISH COURTS (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "DISPUTE"). (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. (c) This Clause 31.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 31.2 SERVICE OF PROCESS Without prejudice to any other mode of service allowed under any relevant law, the Borrower: (a) shall on or before the New Ownership Date irrevocably appoint as an agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and 33 (b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned. THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT. 34 THE BORROWER WEXFORD GOLDFIELDS LIMITED By: Name: Address: c/o Bentsi-Enchill & Letsa 1st Floor, Teachers Hall Annex Education Loop (off Barnes Road) P.O. Box 1632 Accra, Ghana S-1 THE AGENT STANDARD BANK LONDON LIMITED By: Name: Address: Cannon Bridge House 25 Dowgate Hill London EC4R 2SB Fax: + 44 (0)20-7815-4284 Attention: Mark Turner S-2 THE LENDERS BAYERISCHE HYPO-UND VEREINSBANK AG By: Name: Address: GPF London 41 Moorgate London EC2R 6PP Fax: + 44 (0)20-7573-8435 Attention: Geoffrey Oates Address: Loans Services 41 Moorgate London EC2R 6PP Fax: + 44 (0)20-7382-1199 Attention: Stewart Miloslawer Address: FPA9 Am Tucherpark 1 80538 Munchen Germany Fax: + 49 89 378-31847 Attention: Frank Biburger S-3 DRESDNER BANK AG By: Name: Address: PO Box 18075 Riverbank House 2 Swan Lane London EC4R 3UX Fax: + 44 (0) 20-7623-3598 Attention: Mark Pettit S-4 FORTIS BANK (NEDERLAND) N.V. By: Name: Address: Such address as is notified in writing from time to time to the Facility Agent S-5 STANDARD BANK LONDON LIMITED By: Name: Address: Cannon Bridge House 25 Dowgate Hill London EC4R 2SB Fax: + 44 (0)20-7875-4284 Attention: Mark Turner S-6 SCHEDULE 1 THE ORIGINAL LENDERS

Name of Original Lender Facility A Commitment Facility B Commitment Bayerische Hypo-und $1,090,909 $1,363,636 Vereinsbank AG Dresdner Bank AG London Branch $1,454,545 $1,818,181 Fortis Bank (Nederland) N.V. $ 727,273 $ 909,090 Standard Bank London Limited $ 727,273 $ 909,093

SS-1 SCHEDULE 2 CONDITIONS PRECEDENT PART I CONDITIONS PRECEDENT TO ANY UTILISATION 1. RESOLUTIONS, ETC. The Agent shall have received: (a) from the Borrower and each Ghana Insurer a certificate of its Secretary or similar officer as to: (i) resolutions of its Board of Directors, Management Committee or similar body then in full force and effect authorising the execution, delivery and performance of (where applicable) this Agreement and each other Operative Document and other document to be executed by it in connection with the transactions contemplated hereby and thereby; (ii) the incumbency and signatures of those of its officers authorised to act with respect to (where applicable) this Agreement and each other Operative Document and other such document executed or to be executed by it; and (iii) its Organic Documents as then in effect, upon which certificates each Finance Party may conclusively rely until it shall have received a further certificate of the Secretary or similar officer of (where applicable) the Borrower cancelling or amending such prior certificate; provided, however, that any such further certificate may not retroactively cancel or amend any matters contained in any certificate previously delivered hereunder; and (b) such other documents (certified if requested) as the Agent may reasonably request from the Borrower, any Obligor or any other Project Party, as the case may be, with respect to any Organic Document, Contractual Obligation, Operative Document or Approval. 2. SECURITY AGREEMENTS The Agent and the Security Trustee shall each have received: (a) counterparts of each of the Security Agreements: (i) in each case executed (where applicable), by an Authorised Representative of the Borrower and each other Obligor party thereto; (ii) in the case of the Assignments of Reinsurances by a duly authorised officer of each of the Ghana Insurer party thereto; and (iii) in the case of the Contractor's Undertakings, by a duly authorised officer of the Contractor party thereto; SS-2 (b) such evidence of filing as may be acceptable to the Agent, naming the Borrower as debtor (as appropriate) and the relevant Finance Parties as secured parties, and/or other similar instruments or documents, filed under the Applicable Law of all jurisdictions as may be necessary or, in the opinion of legal advisers to the Agent, advisable or desirable to perfect the lien interests purported to be granted pursuant to the Security Agreements; and (c) copies of each payment notice, counterparty notice or notice of assignment (as referred to in and required by any Security Agreements or otherwise), duly executed by an Authorised Representative of the Borrower obliged to give such notice and/or the relevant Representative (as the case may be), and by an authorised signatory of any other person required to execute such notice. 3. SUBORDINATION AGREEMENTS The Agent and the Security Trustee shall each have received counterparts of each Subordination Agreement, duly executed by an Authorised Representative of (where applicable) party thereto, and by a duly authorised officer of each other party thereto. 4. PROJECT DOCUMENTS; APPROVALS The following conditions shall have been met: (a) all Project Documents shall be satisfactory in form and substance to the Agent (acting on the instructions of the Lenders (acting reasonably)), shall be in full force and effect, and copies thereof (certified by an Authorised Representative of (where applicable) the Borrower) shall have been delivered to the Agent; (b) the Agent shall have received a certificate of an Authorised Representative of the Borrower, to the effect that: (i) all Approvals of the nature referred to in the first sentence of Clause 4.17(a) of the Common Terms Agreement have been obtained, all such Approvals are listed in Part A ("Current Approvals") of Item 1 of the Disclosure Schedule and each such Current Approval is in full force and effect as of the date listed in Part A of Item 1 ("Current Approvals") of Item 1 of the Disclosure Schedule; and (ii) a true, correct, and complete copy of each such Approval is attached to such certificate. 5. INSURANCE The terms of and policies of insurance required to be maintained pursuant to Clause 5.8 of the Common Terms Agreement (including as to amount, risks covered and deductibles and as to the noting of the Finance Parties' interests thereon and the naming of the Security Trustee as sole loss payee where required in accordance with Clause 5.8 of the Common Terms Agreement) shall be reasonably satisfactory to the Representatives, and the Agent shall have received a schedule detailing all policies of insurance maintained in connection with the Project. In addition, the Agent shall have received copies of all policies and binders or brokers' letters of undertaking regarding such policies, such copies having been certified as being true and complete copies of SS-2 the originals by an Authorised Representative of the Borrower. The Agent shall also have received: (a) the Insurance Summary; (b) the Insurance Advisor's Certificate (or such other evidence relating to the adequacy of insurance cover with respect to the Project as the Agent, in its sole and absolute discretion, may accept); and (c) evidence reasonably satisfactory to the Agent that all premiums (or deposits in connection therewith) required to be paid in order to ensure that the policies referred to in this Schedule are in full force and effect, have been paid and that all such policies are in full force and effect. 6. PROJECT ACCOUNTS The Agent and the Security Trustee shall have received: (a) evidence that the Project Accounts that are required to have been established by the first Utilisation have been established; (b) counterparts of the Project Account Agreement (U.K.) duly executed by the Project Account Bank (U.K.) and an Authorised Representative of the Borrower; (c) counterparts of the Project Account Agreement (Ghana) duly executed by the Project Account Bank (Ghana) and an Authorised Representative of the Borrower; (d) counterparts of certificates substantially in the form of Exhibit E of each Project Account Agreement duly executed by each Project Account Bank party to each such Project Account Agreement. 7. PROCESS AGENT ACCEPTANCE The Agent and the Security Trustee shall each have received a counterpart of the Process Agent Acceptance, duly executed by the Process Agent, together with any other necessary evidence of the appointment of the Process Agent by the Borrower, the Ghana Insurer and each other Obligor. 8. OPINIONS OF COUNSEL The Agent shall have received opinions from: (a) Bentsi-Enchill & Letsa, legal advisers in Ghana to the Agent, in a form acceptable to the Agent (acting reasonably); and (b) Mayer, Brown, Rowe & Maw, English legal advisers to the Agent, in a form acceptable to the Agent (acting reasonably). SS-2 9. DUE DILIGENCE REPORT The Agent shall have received from the Agent's Ghanaian legal counsel a legal due diligence report in a form satisfactory to it (acting reasonably) addressed to each Finance Party and the Arranger. 10. MATERIAL AGREEMENTS The Agent shall have received certified copies of each Instrument listed under Item 11 (Material Agreements) of the Disclosure Schedule. 11. MINISTER'S CONSENT The Agent shall have received evidence of such consents as shall be required by any Finance Party, including the Ghanaian Minister for Mines approval of the Borrower Security Agreement (Ghana - Debenture) and the transfer of the Mining Lease to the Borrower. 12. SUBORDINATED NOTE The Borrower shall have issued the Subordinated Note to SGL. 13. COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. The representations and warranties of the Borrower set forth in Clause 4 of the Common Terms Agreement and those of the Borrower, the Ghana Insurer and each other Obligor set forth in each other Finance Document to which such person is a party shall be true and correct in all material respects as of the date initially made, and as if made both immediately before and immediately after the making of the Loans. 14. UTILISATION REQUEST The Agent shall have received a duly completed Utilisation Request for such Loan. The delivery of a Utilisation Request and the acceptance by the Borrower of the proceeds of the Loans shall constitute a representation and warranty by the Borrower on the relevant Utilisation Date (both immediately before and immediately after giving effect to the making of the Loans and the application of the proceeds thereof) that the statements made in Clause 4 of the Common Terms Agreement are true and correct. 15. SATISFACTORY LEGAL FORM All documents executed or submitted pursuant hereto by or on behalf of any person shall be satisfactory in form and substance as to legal matters to the Finance Parties and their legal advisers acting reasonably and the Agent shall have received all information, and such counterpart originals or such certified or other copies of such Instruments related to the conditions precedent described in this Schedule, as the Finance Parties or their legal advisers may reasonably request. SS-2 PART II ADDITIONAL CONDITIONS PRECEDENT TO FACILITY B UTILISATIONS 1. The Agent shall have received counterparts of the Support Agreement and the Holding Company Security Agreement and the Caystar Holdings Security Agreement: (a) executed by an Authorised Representative of each party thereto; (b) such evidence of filing as may be acceptable to the Agent, filed under the Applicable Law of all jurisdictions as may be necessary or, in the opinion of legal advisers to the Agent, advisable or desirable to perfect the lien purported to be granted pursuant thereto; and (c) copies of each payment notice, counterparty notice or notice of assignment (as referred to in and required by any Security Agreement or otherwise) duly executed by an Authorised Representative of the Obligor party thereto and such other obligor obliged to give notice and/or the relevant Representative (as the case may be), and by an authorised signatory of any other person required to execute such notice. 2. Documentary evidence that the proceeds from the Facility B Utilisation will be applied solely towards payment of the liabilities of the Borrower under the Asset Sale Agreement. 3. Each condition set forth in Part I which has not been satisfied or waived in writing as at the date of the relevant Utilisation of Facility B. 4. Such other conditions precedent as the Agent and the Borrower shall agree on or prior to the Sale Date. SS-2 SCHEDULE 3 REQUESTS PART I UTILISATION REQUEST From: Wexford Goldfields Limited To: Standard Bank London Limited Dated: Dear Sirs WEXFORD GOLDFIELDS LIMITED -- PROJECT FACILITY AGREEMENT DATED [=], 2002 (THE "FACILITY AGREEMENT") 1. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]* Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 2. We confirm that each condition specified in Clause 4.2 is satisfied on the date of this Utilisation Request. 3. The proceeds of this Loan should be credited to [account]. 4. This Utilisation Request is irrevocable. Yours faithfully ------------------------------- authorised signatory for Wexford Goldfields Limited - ---------- * Delete as appropriate. SS-3 PART II SELECTION NOTICE From: Wexford Goldfields Limited To: [Agent] Dated: Dear Sirs WEXFORD GOLDFIELDS LIMITED - PROJECT FACILITY AGREEMENT DATED [=], 2002 (THE "FACILITY AGREEMENT") 1. We refer to the following Facility [A][B] Loan[s] with an Interest Period ending on [ ]* 2. [We request that the above Facility [A][B] Loan[s] be divided into [ ] Facility [A][B] Loans with the following amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility [A][B] Loan[s] is [ ]].*** 3. This Selection Notice is irrevocable. Yours faithfully ------------------------------- authorised signatory for Wexford Goldfields Limited - ---------- * Insert details of all Facility [A][B] Loans which have an Interest Period ending on the same date. ** Use this option if division of Loans is requested. *** Use this option if sub-division is not required. SS-3 SCHEDULE 4 MANDATORY COST FORMULAE 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the "ADDITIONAL COST RATE") for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Facility Office. 4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows: A x 0.01 per cent. per annum -------- 300 Where: A is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per Pound Sterling1,000,000. 5. For the purposes of this Schedule: (a) "SPECIAL DEPOSITS" has the meaning given to it from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England; (b) "FEES RULES" means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits; (c) "FEE TARIFFS" means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and (d) "TARIFF BASE" has the meaning given to it in, and will be calculated in accordance with, the Fees Rules. 6. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of SS-4 the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per Pound Sterling1,000,000 of the Tariff Base of that Reference Bank. Each Reference Bank shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph. 7. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender: (a) its jurisdiction of incorporation and the jurisdiction of its Facility Office; and (b) any other information that the Agent may reasonably require for such purpose. Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph. 8. The percentages of each Lender for the purpose of A above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office. 9. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects. 10. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above. 11. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties. 12. The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties. SS-4 SCHEDULE 5 FORM OF TRANSFER CERTIFICATES To: [ ] as Agent From: [The Existing Lender] (the "EXISTING LENDER") and [The New Lender] (the "NEW LENDER") Dated: WEXFORD GOLDFIELDS LIMITED -- PROJECT FACILITY AGREEMENT DATED [=], 2002 (THE "FACILITY AGREEMENT") 1. We refer to Clause 18.5: (a) The Existing Lender and the New Lender agree to the Existing Lender and the New Lender transferring by novation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in accordance with Clause 18.5. (b) The proposed Transfer Date is [ ]. (c) The Facility Office and address, fax number and attention details for notices of the New Lender are set out in the Schedule. 2. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 18.4. 3. This Transfer Certificate is governed by English law. THE SCHEDULE COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED [insert relevant details] [Facility Office address, fax number and attention details for notices and account details for payments,] [Existing Lender] [New Lender] By: By: This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ]. [Agent] By: SS-5 SCHEDULE 6 TIMETABLES Delivery of a duly completed: 5 Business (i) Utilisation Request (Clause 5.1): Days prior to or Utilisation Date (ii) Selection Notice (Clause 9.1): 5 Business Days prior to the end of Interest Period preceding the Interest Period to which such Selection Notice relates Agent notifies the Lenders of the Loan in accordance with Clause 5.4(c) LIBOR is fixed Quotation Day as of 11:00 a.m. London time Reference Banks gives quotation as Quotation Day contemplated by Clause 10.1 as of 11:00 a.m. London time SS-6 SCHEDULE 7 LMA FORM OF CONFIDENTIALITY UNDERTAKING [LETTERHEAD OF LENDER] To: [insert name] Re: THE FACILITIES BORROWER: AMOUNT: AGENT: Dear Sirs We understand that you are considering participating in the Facilities. In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows: 1. CONFIDENTIALITY UNDERTAKING You undertake: (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information; (b) to keep confidential and not disclose to anyone the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facilities; (c) to use the Confidential Information only for the Permitted Purpose; (d) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph 2(b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it; and (e) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facilities. 2. PERMITTED DISCLOSURE We agree that you may disclose Confidential Information: (a) to members of the Participant Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Participant Group; SS-7 (b) (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Participant Group; or (c) with the prior written consent of us and the Borrower. 3. NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under paragraph 2(b) or upon becoming aware that Confidential Information has been disclosed in breach of this letter. 4. RETURN OF COPIES If we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2(b) above. 5. CONTINUING OBLIGATIONS The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party to or otherwise acquire (by assignment or sub participation) an interest, direct or indirect in the Facilities or (b) twelve months after you have returned all Confidential Information supplied to you by us and destroyed or permanently erased all copies of Confidential Information made by you (other than any such Confidential Information or copies which have been disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are not required to be returned or destroyed). 6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC You acknowledge and agree that: (a) neither we nor any of our officers, employees or advisers (each a "RELEVANT PERSON") (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or any member of the Group or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or any member of the SS-8 Group or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and (b) we or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person or member of the Group may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you. 7. NO WAIVER; AMENDMENTS, ETC This letter sets out the full extent of your obligations of confidentiality owed to us in relation to the information the subject of this letter. No failure or delay in exercising any right, power or privilege under this letter will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under this letter. The terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us. 8. INSIDE INFORMATION You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose. 9. NATURE OF UNDERTAKINGS The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group. 10. THIRD PARTY RIGHTS (a) Subject to paragraph 6 and paragraph 9 the terms of this letter may be enforced and relied upon only by you and us and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded. (b) Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person or any member of the Group to rescind or vary this letter at any time. 11. GOVERNING LAW AND JURISDICTION This letter (including the agreement constituted by your acknowledgement of its terms) shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts. 12. DEFINITIONS In this letter (including the acknowledgement set out below): SS-9 "CONFIDENTIAL INFORMATION" means any information relating to the Borrower, the Group, and the Facilities including, without limitation, the information memorandum, provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you after that date, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality; "GROUP" means the Borrower and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies (as each such term is defined in the Companies Act 1985); "PARTICIPANT GROUP" means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies (as each such term is defined in the Companies Act 1985); and "PERMITTED PURPOSE" means considering and evaluating whether to enter into the Facilities. Please acknowledge your agreement to the above by signing and returning the enclosed copy. Yours faithfully - --------------------------- For and on behalf of [Lender] To: [Lender] The Borrower and each other member of the Group We acknowledge and agree to the above: - --------------------------- For and on behalf of SS-10 EX-2.5 7 v84639exv2w5.txt EXHIBIT 2.5 Dated June 26, 2002 WEXFORD GOLDFIELDS LIMITED and THE LAW DEBENTURE TRUST CORPORATION p.l.c ---------------------------------------- ROYALTY AGREEMENT ---------------------------------------- TABLE OF CONTENTS

PAGE 1 DEFINITIONS AND INTERPRETATION...................................................1 2 COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE MINING LEASE AND OPERATIONS......................................................3 3 ROYALTY..........................................................................4 4 PREEMPTIVE RIGHTS................................................................5 5 ASSIGNMENT AND TRANSFER..........................................................6 6 EVENT OF DEFAULT.................................................................7 7 DISPUTES.........................................................................7 8 RELEASE OF SECURITY..............................................................8 9 WAIVER...........................................................................8 10 AMENDMENTS.......................................................................8 11 COUNTERPARTS.....................................................................9 12 SUCCESSORS AND ASSIGNS...........................................................9 13 GOVERNING LAW....................................................................9 14 JURISDICTION.....................................................................9 15 INVALIDITY.......................................................................9

SCHEDULE 1 ROYALTY RATE -i- THIS ROYALTY AGREEMENT is dated June 26, 2002 and made between: (1) WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the Republic of Ghana ("WGL"); and (2) THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated under the laws of England, in its capacity as security trustee (as more particularly described in Clause 17 of the Common Terms Agreement) and in its capacity as the seller of certain assets pursuant to the Asset Sale Agreement dated 1st March 2002 between The Law Debenture Trust Corporation p.l.c. and WGL (the "ROYALTY HOLDER"). WHEREAS WGL has agreed to purchase and the Royalty Holder has agreed to sell without warranty certain Acquired Assets pursuant to the Asset Sale Agreements and the Gold Royalty forms part of the deferred price payable by WGL to the Royalty Holder for the Acquired Assets under the Asset Sale Agreements. IT IS AGREED as follows: 1 DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement, unless otherwise expressly defined herein, terms defined in the Common Terms Agreement have the same meaning when used in this Agreement, and unless the context otherwise requires: "AGREEMENT" means this Royalty Agreement; "AREA OF INTEREST" means the area which is the subject of the Mining Lease; "COMMENCEMENT DATE" means the date of this Agreement; "COMMON TERMS AGREEMENT" means that certain agreement dated on or about the date hereof, 2002, as amended, modified or supplemented from time to time between (1) WGL, as borrower, (2) the other obligors party thereto from time to time, (3) Standard Bank London Limited, as facility agent and security trustee and (4) the Royalty Holder; "DEPARTMENT" means the Minerals Commission of Ghana and the Minister of Mines of Ghana; "$" and U.S. dollars means the lawful currency of the United States of America; "EXCLUDED PROVISIONS" means Clause 15.11 of the Common Terms Agreement and Clause 7; "EXPLORATION ACTIVITIES" means: (a) all activities and operations which have as their purpose the discovery, location and delineation and further investigation of ore bodies within the Area of Interest, the testing of such ore bodies and the analysis of samples derived from such ore bodies, including feasibility, viability and amenability studies and the administration of field offices for the performance of any of these functions; (b) the acquisition, registration and maintenance of exploration or mining tenements within the Area of Interest; and (c) the study and evaluation of mining methods and of treatment plants and processes and the preparation of pre-feasibility and feasibility studies in respect of discoveries of gold and other Minerals within the Area of Interest; "GOLD ROYALTY" means the royalty interest referred to in Clause 3.1 and the proceeds therefrom, calculated in accordance with Clause 3.3; "MINERALS" shall have the meaning given to it in PNDCL 153; "MINING OPERATIONS" means every kind of work done on, or in respect of, the Mining Lease, including developing, designing, constructing, equipping, extracting, mining, improving, crushing, smelting, treating, refining, transporting, handling gold and other Minerals and everything incidental thereto; "PARTIES" means each of the parties to this Agreement and "PARTY" means either one of them; "PNDCL 153" means the Minerals and Mining Law, 1986 (PNDCL 153) as amended by the Minerals and Mining Amendment Act, 1994 (Act 475); "PURCHASE PRICE" means, on any date and in respect of any offer made pursuant to Clause 4.1: (a) the higher of: (i) Proven and Probable Reserves on such date, and (ii) proven and probable reserves in the area the subject of the Mining Lease on such date, calculated in accordance with the standards of Canada's National Instrument NI 43-101, multiplied by: (b) the higher of: (i) the Royalty Rate on the date such offer is made, and (ii) the Royalty Rate on the date payment is made pursuant to such offer multiplied by (subject to Clause 7.1) the Recovery Rate; and "ROYALTY RATE" means, on any date, the applicable royalty rate for such date set forth in Schedule 1. 2 1.2 INTERPRETATION This Agreement is a Finance Document and shall be interpreted and construed in accordance with the terms and provisions of the Common Terms Agreement (including Clauses 1.2 to 1.5 and 17 thereof which are hereby incorporated into this Agreement with all necessary consequential changes). 2 COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE MINING LEASE AND OPERATIONS 2.1 WGL will: (a) supply the Royalty Holder with copies of all returns and notices provided to the Department and all returns and notices from the Department; (b) unless it is not commercially justified having regard to the current London Gold Price and business conditions in Ghana, carry out Exploration Activities within the Area of Interest in accordance with good industry practices; (c) unless it is not commercially justified having regard to the current London Gold Price and business conditions in Ghana, use its best endeavours to obtain extensions of the term of the Mining Lease, renewals and conversions of the Mining Lease and to comply with conditions imposed on the Mining Lease unless otherwise agreed by the Royalty Holder in writing; (d) act as a reasonable and prudent miner in exploring, developing and operating the Area of Interest; (e) act in accordance with all applicable laws, rules and regulations; and (f) use its best efforts, consistent with the standards of a reasonable and prudent operator, to keep and perform all of the terms, conditions and covenants, express and implied, of the servitudes, Mining Lease and other interests comprising the Area of Interest or imposed by other parties or governmental authorities. 2.2 WGL agrees to conduct and carry on, or cause to be conducted and carried on all operations respecting the Mining Lease with reasonable and prudent business judgment and in accordance with good mining field practices and to cause every Mine within the Area of Interest to be operated in a good, prudent and workmanlike manner, and all improvements and equipment necessary or useful to the operation of the same to be provided and all to be done that a reasonably prudent operator would do, to the end that the Area of Interest shall be operated and produced to optimise returns to WGL and Royalty Holder. 2.3 WGL shall, subject to the other terms of this Agreement, have exclusive charge, management and control of all operations to be conducted on the Area of Interest. WGL shall promptly pay all costs and expenses incurred in developing, operating and maintaining the Area of Interest. 3 3 ROYALTY 3.1 WGL will pay to the Royalty Holder, its successors and assigns forever, a royalty interest in the Mining Lease and Area of Interest in all gold in, under and extracted from the Area of Interest by or on behalf of WGL (or any subsequent owner of the Mining Lease) or any other Person (the "GOLD ROYALTY") provided that the aggregate Gold Royalty shall be limited to $38 million. 3.2 WGL agrees to execute and deliver, at WGL's cost and expense, all other and further instruments, certificates, agreements and other documents necessary or desirable to further evidence or document the creation of the Gold Royalty, including all filings and registrations of every kind with the Department and other Governmental Agencies. 3.3 WGL hereby agrees to pay the Gold Royalty in accordance with the terms of this Agreement. WGL will make quarterly payments of the Gold Royalty to the Royalty Holder in arrears on each Cash Sweep Date and provide written details of the amount of any such payments to the Royalty Holder at the same time such payment is made. The Gold Royalty for any period shall be calculated by multiplying the numbers of Ounces of Gold produced and shipped from the Mine from the Area of Interest during such period by the applicable Royalty Rate set out in Schedule 1 (such Royalty Rate to be calculated as at the last Business Day of such period); provided that WGL may not hold more than the higher of: (a) two weeks average production; or (b) 5,000 ounces, of dore at the Mine without shipping such ounces of dore. 3.4 Without prejudice to any provision of any other Finance Document, the Royalty Holder shall never personally be responsible for payment of any part of the costs, expenses or other liabilities related to the Area of Interest including, but not limited to, liabilities incurred by anyone in developing, exploring, equipping, operating and abandoning the Area of Interest, after the Effective Date, and WGL hereby agrees to indemnify and save the Royalty Holder harmless from and against any and all such responsibility and liability. Nothing herein shall ever be construed to create a partnership, joint venture, mining partnership or association between WGL and the Royalty Holder. 3.5 WGL shall within seven days after each Cash Sweep Date give to the Royalty Holder a notice detailing the calculation and the amount of the Gold Royalty for the particular quarter. The Royalty Holder shall have the right to appoint a person or persons to audit WGL's books and records, and to examine and inspect the Mine and to observe any and all Mining Operations at any time and from time to time. 3.6 No later than March 31 in each year, WGL shall provide to the Royalty Holder a certificate from its auditors confirming the amount of Ounces so produced during that financial year and the quarterly statements shall, if necessary, be adjusted accordingly and any adjusting payment shall be made on the date such auditor's certificate is 4 delivered, together with interest from the date such payment should have been made until such payment is actually received, at the Default Rate. 3.7 All books, accounts and records used by WGL to calculate the Gold Royalty shall be kept in accordance with GAAP. 3.8 As soon as reasonably possible (but in all events not more than 30 days) after the close of each calendar quarter, WGL shall furnish to the Royalty Holder a detailed reconciliation statement of the Proven and Probable Reserves as of the close of business on the last day of the preceding calendar quarter. 4 PREEMPTIVE RIGHTS 4.1 (a) In the event that the Royalty Holder receives a written offer from a third party to purchase the Gold Royalty under this Agreement and such offer shall be acceptable to the Royalty Holder, the Royalty Holder shall advise WGL of such proposal including a written summary of the price and credit terms offered by such third party. WGL shall then have the right, for a period of 10 Business Days to acquire (or cause any Affiliate to acquire) the Gold Royalty under the same price and credit terms offered by such third party. In the event that WGL declines to exercise its first right of refusal or fails to communicate its intentions to do so to the Royalty Holder within the 10 Business Day notice period, WGL shall be deemed to have granted approval to the Royalty Holder's disposal of its rights or obligations under this Agreement to such third party and the Royalty Holder may assign and transfer such rights and obligations in accordance with the provisions of Clause 5 of this Agreement and the relevant provisions of the Common Terms Agreement to such third party on the same price and credit terms within 10 Business Days of WGL declining to exercise its first right of refusal or the initial 10 Business Day notice period expiring, whichever occurs sooner. (b) If, in accordance with Clause 4.1(a), WGL advises it wishes to acquire (or cause a Group Member to acquire) the Gold Royalty then, upon payment by WGL or such Group Member (as the case may be) of the amount due from WGL or such Group Member of the purchase price specified in the relevant offer, the Gold Royalty shall terminate, the Royalty Holder shall immediately thereafter be irrevocably and unconditionally released from all its obligations to WGL under each Finance Document, and (other than in respect of the Excluded Provisions) WGL's obligations to the Royalty Holder under the Finance Documents shall cease. 4.2 (a) At its election, and upon presentation of a quarterly statement of Proven and Probable Reserves, as provided for in Clause 3.8, WGL shall have the right to acquire the Gold Royalty from the Royalty Holder at a price equal to the Purchase Price; (b) As a condition to acquiring the Gold Royalty of the Royalty Holder pursuant to this Clause 4.2, WGL must, inter alia, make a written offer to the Royalty Holder in compliance with sub-clause (c); (c) Any offer made pursuant to Clause 4.2(b) shall: 5 (i) be for cash; (ii) contain details of the Purchase Price offered, including reasonable details thereof including each component of the calculation thereof; (iii) attach a certificate of the Sponsor representing and warranting the accuracy of the calculation of: (A) the Proven and Probable Reserves; and (B) the proven and probable reserves calculated pursuant to paragraph (a)(ii) of the definition of "Purchase Price"; (iv) provide details of the date payment will be made pursuant to such offer, which must not be more than 60 days after such offer is made; (d) Subject to Clause 7, upon (i) making such offer and payment in accordance with Clause 4.2(c)(iv), and (ii) the Royalty Holder advising it does not intend to exercise its rights pursuant to Clause 7.1 with respect to such offer, or the expiration of 60 days after such offer is made, the Gold Royalty shall terminate, the Royalty Holder shall immediately thereafter be irrevocably and unconditionally released from all its obligations to WGL under each Finance Document, and (other than in respect of the Excluded Provisions) WGL's obligations to the Royalty Holder under each Finance Document shall cease. 5 ASSIGNMENT AND TRANSFER 5.1 WGL will not sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with any rights or obligations arising under this Agreement without the prior written approval of the Royalty Holder. 5.2 The Royalty Holder may, subject always to Clause 4.1 and in accordance with Clauses 5.3 and 5.4 of this Agreement, sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with the Gold Royalty and any of its rights or obligations arising under this Agreement without the consent of WGL, provided that the Royalty Holder may not sell, transfer or assign the Gold Royalty to any person where payment of the Gold Royalty to such person would lead to a breach of U.S., Canadian or Ghanaian Applicable Law. 5.3 A transfer is effected in accordance with this Agreement and the Common Terms Agreement when a New Royalty Holder executes an otherwise duly completed Royalty Holder Deed of Accession delivered to it by the Retiring Royalty Holder or WGL (as the case may be). WGL agrees that it shall, as soon as reasonably practicable after receipt by it of a Royalty Holder Deed of Accession duly completed by the Retiring Royalty Holder appearing on its face to comply with the terms of this Agreement and the Common Terms Agreement, execute that Royalty Holder Deed of Accession. 5.4 On the execution of a Royalty Holder Deed of Accession by all the parties thereto: (a) each of the Retiring Royalty Holder and WGL shall be released from further obligations towards one another under this Agreement and their respective 6 rights against one another shall be cancelled (being the "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) each of the New Royalty Holder and WGL shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that New Royalty Holder and WGL have assumed and/or acquired the same in place of that Retiring Royalty Holder and WGL; (c) the New Royalty Holder and WGL shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Royalty Holder been the First Royalty Holder with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Retiring Royalty Holder shall be released from any further obligations to WGL and/or the New Royalty Holder under this Agreement; and (d) the New Royalty Holder shall become a party to this Agreement as "Royalty Holder". 6 EVENT OF DEFAULT 6.1 Upon the occurrence of an Event of Default, the Royalty Holder may terminate the obligations of the Royalty Holder hereunder and, in exchange for the surrender of the Gold Royalty, may demand and receive liquidated damages (calculated pursuant to Clause 6.2) be paid to it. Upon such demand being made, WGL shall pay to the Royalty Holder the amount of liquidated damages due from it (calculated pursuant to Clause 6.2). 6.2 The amount of liquidated damages payable by WGL pursuant to Clause 6.1 shall be equal to the amount of Proven and Probable Reserves (as set forth in the most recent statement delivered pursuant to Clause 3.8 but subject to dispute pursuant to Clause 7) multiplied by the applicable Royalty Rate set out in Schedule 1, calculated as at the date of demand made pursuant to Clause 6.1; provided that the amount of liquidated damages payable by WGL pursuant to Clause 6.1 shall not exceed $38,000,000 in aggregate. 7 DISPUTES 7.1 The Royalty Holder may dispute (a) the amount of a particular royalty, (b) the amount of Proven and Probable Reserves, or (c) the calculation of the Purchase Price (or any component forming part thereof, including without limitation, the Recovery Rate, but, for the avoidance of doubt, in each case only in respect of circumstances existing as at the date of calculation of the Purchase Price) if it serves a notice upon WGL within 24 calendar months after the receipt by the Royalty Holder of that particular royalty, or after service of a statement pursuant to Clause 3.8 or after any offer is made pursuant to Clause 4.1, as the case may be (a "DISPUTE NOTICE"). Each Dispute Notice shall set out in reasonable detail the grounds upon which the Royalty Holder is contesting the particular royalty, statement of Proven and Probable Reserves or calculation of the Purchase Price, as the case may be. 7 7.2 If WGL receives a Dispute Notice, then: (a) WGL shall use its best endeavours to resolve the dispute within 60 days of the date of such Dispute Notice; (b) if the dispute is not so resolved within 60 days of the date of the Dispute Notice then the Expert shall determine the dispute within 28 days of its appointment and the Parties shall give such Expert all such assistance, access to information and other documentation as such Expert may require; (c) the Parties shall accept such Expert's determination of the matter in dispute as final and binding and shall comply with such determination forthwith; and (d) the costs incurred by the Expert in making such determination shall be borne by WGL, unless the Expert (based upon information provided to the Royalty Holder prior to the date of service of a Dispute Notice by or on behalf of the Royalty Holder) determines the dispute in favour of WGL, in which case the Royalty Holder shall pay such costs. 8 RELEASE OF SECURITY Upon the occurrence of the later of: (a) the Discharge Date; (b) the payment in full of all royalties that may be payable under any other royalty agreement secured by any Security Agreement; and (c) the sixth anniversary of the New Ownership Date, and, provided that no Default shall have occurred, the Royalty Holder shall exercise its voting rights under the Common Terms Agreement by voting to instruct the Security Trustee to release all assets the subject of a lien in favour of the Security Trustee pursuant to any Security Agreement. 9 WAIVER No waiver by either Party of any provision of or right, remedy or power of that Party under this Agreement shall be effective unless it is in writing signed by a director or senior officer of that Party and such waiver shall be effective only in the specific instance and for the specific purposes for which it was given and no failure or delay by any Party to exercise any right, remedy or power under this Agreement or to insist on strict compliance by the other Party with any obligation under this Agreement, and no custom or practice of the parties at variance with the terms of this Agreement shall act as a waiver of any Party's rights hereunder. 10 AMENDMENTS This Agreement may be only amended as set forth in the Common Terms Agreement. 8 11 COUNTERPARTS This Agreement may be signed in any number of counterparts and all counterparts taken together shall be deemed to constitute one instrument. 12 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and each Party shall, at its own expense, execute and cause its successors and permitted assigns to execute any instrument and do everything necessary to bind its successors and permitted assigns to this Agreement. 13 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws in force in England. 14 JURISDICTION Each Party irrevocably and unconditionally: (a) submits to the exclusive jurisdiction of the courts of England; (b) waives any objection it may now or in the future have to the bringing of proceedings in those courts and any claim that any proceedings have been brought in an inconvenient forum; and (c) agrees, without preventing any other mode of service permitted by law, that any document required to be served in any proceedings may be served in the manner in which notices and other written communications may be given under the Common Terms Agreement. 15 INVALIDITY Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent thereof without invalidating any other provision of this Agreement, and any such prohibition or unenforceability shall not invalidate such provision in any other jurisdiction. 9 Signed by ) a duly authorised representative of ) and for and on behalf of WEXFORD ) GOLDFIELDS LIMITED ) Address: c/o Bentsi-Enchill & Letsa 1st Floor, Teachers Hall Annex Education Loop (off Barnes Road) P.O. Box 1632 Accra, Ghana Attention: The directors S-1 The Common Seal of THE LAW DEBENTURE TRUST CORPORATION P.L.C. was hereunto affixed in the presence of: --------------------------------------- Name Printed: --------------------------------------- Title: --------------------------------------- and --------------------------------------- Name Printed: --------------------------------------- Title: --------------------------------------- Address for Notices: 100 Wood Street London EC2V 7EX Attention: Trudi Elkington-Poole S-2 SCHEDULE 1 ROYALTY RATE

AVERAGE GOLD PRICE ROYALTY RATE - ----------------------------------------------------- ---------------------- Less than or equal to US$280 US$7.00 Greater than US$280 but less than or equal to US$290 US$8.00 Greater than US$290 but less than or equal to US$300 US$9.00 Greater than US$300 but less than or equal to US$310 US$10.00 Greater than US$310 but less than or equal to US$320 US$11.00 Greater than US$320 but less than or equal to US$330 US$12.00 Greater than US$330 but less than or equal to US$340 US$13.00 Greater than US$340 but less than or equal to US$350 US$14.00 Greater than US$350 US$15.00

"AVERAGE GOLD PRICE" means, on any date, the simple average of the market price for 1 troy ounce of gold denominated in US dollars (London Bullion Market, P.M. fix) for all the trading days in the previous three months. SS-1 EX-2.6 8 v84639exv2w6.txt EXHIBIT 2.6 Dated June 26, 2002 THE LAW DEBENTURE TRUST CORPORATION p.l.c. and WASFORD HOLDINGS --------------------------------------------------------------------------- AGREEMENT FOR THE SALE AND PURCHASE OF 90% OF THE ISSUED CAPITAL OF WEXFORD GOLDFIELDS LIMITED --------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE 1. DEFINITIONS AND INTERPRETATION...................................................1 2. SALE AND PURCHASE................................................................4 3. CONDITIONS.......................................................................4 4. COMPLETION.......................................................................5 5. EXCLUSION OF WARRANTIES..........................................................6 6. CONFIDENTIALITY AND ANNOUNCEMENTS................................................7 7. ASSIGNMENT.......................................................................8 8. COSTS............................................................................8 9. EFFECT OF COMPLETION.............................................................8 10. FURTHER ASSURANCES...............................................................8 11. ENTIRE AGREEMENT.................................................................9 12. WAIVER...........................................................................9 13. INVALIDITY.......................................................................9 14. NOTICES..........................................................................9 15. THIRD PARTY RIGHTS..............................................................11 16. COUNTERPARTS....................................................................11 17. GOVERNING LAW AND JURISDICTION..................................................11 SCHEDULE 1 PARTICULARS RELATING TO THE COMPANY......................................... SCHEDULE 2 EXCLUSIONS..................................................................

THIS AGREEMENT is made on June 26, 2002 BETWEEN: (1) THE LAW DEBENTURE TRUST CORPORATION P.L.C. of 5th Floor, 100 Wood Street, London EC2V 7EX (the "MORTGAGEE") as mortgagee pursuant to a Debenture dated 28 May 1998 (the "SECURITY") among Satellite Goldfields Limited, Standard Bank London Limited and the Mortgagee; and (2) WASFORD HOLDINGS, a company incorporated with limited liability pursuant to the laws of the Cayman Islands (the "BUYER"). WHEREAS (A) The Mortgagee has the power pursuant to the Security to sell the Shares. (B) The Mortgagee has agreed to sell and the Buyer has agreed to purchase whatever right, title and interest the Mortgagee may have in the Shares. THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement, the following words and expressions and abbreviations have the following meanings, unless the context otherwise requires: "ASSETS" shall have the meaning specified in the Asset Sale Agreements; "ASSET SALE AGREEMENTS" means each of the agreements between (a) the Mortgagee, the Receiver and the Company dated 15 March 2002 and (b) the Initial Asset Sale Agreement; "BANK OF GHANA" means the Central Bank of Ghana, as established or continued in existence under section 1 of the Bank of Ghana Law 1992 (PNDCL 291); "BUSINESS DAY" means a day (other than a Saturday, Sunday or a public holiday) on which banks generally are open in Colorado, London, England and Ghana for the transaction of normal banking business; "COMPANY" means Wexford Goldfields Limited whose registered office is at c/ Bentsi-Enchill & Letsa, 1st Floor Teachers' Hall Annex, Education Loop (Off Barnes Road), Accra, P.O. Box 1632, Accra, Ghana; "COMPLETION" means the completion of the sale and purchase of the Shares in accordance with the terms of this Agreement; "CONDITIONS" means each of the conditions to Completion as provided for in Clause 3.1; 1 "CONFIDENTIAL INFORMATION" means all information relating to the Company's business, financial or other affairs which is not publicly known; "DISPUTE" has the meaning given in Clause 17.2; "ENCUMBRANCE" means all security interests, any option, equity, claim, charge mortgage, lien, restriction, power of sale or hypothecation or other third Party rights including rights of pre-emption of any nature whatsoever; "GOVERNMENT" means the duly constituted government of the Republic of Ghana or any political subdivision thereof, whether central, regional, district or local, or any judicial body, agency or instrumentality of any such government or political subdivision; "INITIAL ASSET SALE AGREEMENT" means the agreement entered into on 1 March 2002 between the Mortgagee and the Company for the transfer and sale of certain immovable assets of SGL to the Company; "LEASE" shall have the meaning specified in the Asset Sale Agreements; "LOAN NOTE" shall have the meaning specified in the Asset Sale Agreements; "LONDON STOCK EXCHANGE" means the London Stock Exchange p.l.c.; "MINE" shall have the meaning specified in the Asset Sale Agreements; "RECEIVER" means Nii Amanor Dodoo, as receiver and manager of certain assets of SGL; "RELATED PERSON" means in relation to any Party its holding companies and the subsidiary undertakings and associated companies from time to time of such holding company, all of them and each of them as the context admits; "SGL" means Satellite Goldfields Limited (in receivership) whose registered office is at 142 Nortei Ababei Loop, Ambassadorial Estates, Roman Ridge, Airport Residential Area, Accra, Ghana; "SGL'S GROUP" means SGL, its holding companies and the subsidiary undertakings and associated companies from time to time of such holding companies, all of them and each of them as the context admits; "SECURITY" shall have the meaning given to it in the preamble to this Agreement; "SENIOR LENDERS" means Standard Bank London Limited, Bayerische Hypo-und Vereinsbank AG, Dresdner Bank AG and Fortis Bank (Nederland) NV; "SHARE COMPLETION DATE" means the date falling three Business Days after satisfaction or waiver of all of the Conditions; "SHARES" means 90% of the issued capital of the Company; and 2 "UK LISTING AUTHORITY" means the Financial Services Authority in its capacity as the competent authority for the purposes of Part IV of the Financial Services Act 1986. 1.2 INTERPRETATION In this Agreement: (a) any reference to any statute or statutory provision shall include any statute or statutory provision which amends or replaces, or has amended or replaced, it, and vice versa, and shall include any rules, regulations or subordinate legislation made under the relevant statute provided however that, as between the Parties, no such amendment or replacement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of any Party; (b) a person shall be deemed to be connected with another if that person is connected with another within the meaning of Section 839 of the Income and Corporation Taxes Act 1988; (c) a document specified to be in the "agreed form" is a reference to that document in the form approved and signed by or on behalf of each Party for the purpose of identification; (d) the expressions "accounting reference date", "allotment", "body corporate", "debentures", "holding company", "subsidiary", "subsidiary undertaking" and "wholly owned subsidiary" shall have the meaning giving in the Companies Act 1985; (e) reference to a "company" shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established; (f) references to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of and Schedules to this Agreement; (g) use of any gender includes the other genders; (h) references to a "person" shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); (i) any reference to a "day" (including within the phrase "Business Day") shall mean a period of 24 hours running from midnight to midnight; (j) a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this Agreement) at any time; 3 (k) headings and titles are for convenience only and do not affect the interpretation of this Agreement; (l) a reference to any statute statutory instrument, regulation, bylaw or other requirement of English law or any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be treated as a reference to that which most nearly approximates in that jurisdiction to the relevant requirement of English law or English legal term; (m) general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; and (n) a reference to "$" or "dollars" shall be a reference to the lawful currency of the United States of America. 2. SALE AND PURCHASE 2.1 Upon the terms and subject to the conditions of this Agreement, the Mortgagee shall sell and the Buyer shall purchase such right, title and interest as the Mortgagee may have in the Shares and the Loan Note with effect from Completion free from any Encumbrance together with all accrued rights attached thereto. 2.2 The consideration for the sale of the Shares shall be the sum of $1 to be satisfied in cash on Completion. 2.3 The consideration for the sale of the Loan Note shall be the sum of $1 to be satisfied in cash on Completion. 3. CONDITIONS 3.1 Completion shall be conditional upon the fulfilment of each of the following conditions: (a) the approval of the Government and the Bank of Ghana to the sale of the Shares and change in control of the Company and to the sale of the Loan Note under this Agreement; (b) the final agreement, execution and delivery of the Finance Agreement (as that term is defined in the Asset Sale Agreements) by each of the relevant parties thereto and satisfaction of all conditions precedent as are specified thereunder (save and except for formal Completion of this Agreement); and (c) the satisfaction of all such other conditions to Completion as the Mortgagee and the Buyer may each require to be satisfied. 3.2 If either Party becomes aware of any fact, matter or circumstance which in the opinion of that Party may prevent any of the Conditions from being fulfilled on or before 31 July 2002, then that Party must notify the other Party to this Agreement forthwith. 4 3.3 If all of the Conditions have not been fulfilled on or before 31 July 2002 (or such later date as the parties may agree in writing), this Agreement shall terminate. 3.4 If the Agreement is terminated or terminates in accordance with Clause 3.3 then the respective obligations of each Party shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist including without limitation those rights and liabilities arising under Clauses 6 to 9 and 11 to 17 inclusive. 4. COMPLETION 4.1 DATE AND PLACE Completion shall take place at the offices of Bentsi Enchill & Letsa on the Share Completion Date. 4.2 MORTGAGEE'S OBLIGATIONS ON COMPLETION On Completion the Mortgagee shall: (a) procure that a board meeting of the Company is held at which: (i) the directors (or an authorised committee of that board) approve the registration of the transfer of the Shares (subject only to stamping); and (ii) approve the appointment of such nominees as the Buyer may elect as directors of the Company subject only to Completion. (b) deliver to or, if the Buyer shall so agree, make available to the Buyer: (i) a true copy of the Lease; (ii) a true copy of the Loan Note (the original being held pursuant to the Financing Agreement by Standard Bank London Limited); (iii) a duly executed transfer of the Shares in favour of the Buyer or as it may direct together with the relative share certificates together with any power of attorney under which any transfer is executed; (iv) an irrevocable power of attorney in the agreed form duly executed by the Mortgagee in favour of the Buyer to enable the Buyer (pending registration of the transfer of Shares) to exercise all voting rights and other rights attaching to the Shares and to appoint proxies for such purpose; (v) written resignations in the agreed terms and duly executed as deeds of each of the directors of the Company to take effect on the Asset Completion Date whereby such directors relinquish any rights which they may have against the Company for compensation for loss of office or otherwise such resignations to be tendered at the board meeting referred to in Clause 4.2(a) above; 5 (vi) the statutory books (which shall be written up to but not including the Share Completion), the certificates of incorporation, corporate seals (if any) and cheque books of the Company; (vii) bank statements of all bank accounts of the Company as at a date not later than three Business Days prior to the Share Completion Date; (viii) a confirmation in the agreed terms from the Mortgagee to the effect that there is no indebtedness owing from the Company to the Mortgagee; (ix) the written resignations of the auditors (if any) of the Company containing an acknowledgement that they have no claim against the Company for compensation for loss of office, professional fees or otherwise. 4.3 BUYER'S OBLIGATIONS ON COMPLETION On Completion the Buyer shall pay to the Mortgagee the Consideration specified in Clauses 2.3 and 2.4 in cash. 5. EXCLUSION OF WARRANTIES 5.1 All representations, warranties and conditions, express or implied and whether statutory or otherwise are expressly excluded (including without limitation, warranties and covenants for or as to title of the Shares, freedom from encumbrances, quiet possession, further assurance, satisfactory quality, fitness or purchase and description) in relation to the sale of the Shares hereunder. It is agreed by the Buyer that the provisions of this Agreement are fair and reasonable in the context of a sale of the Shares forming part of the assets of an insolvent company and particularly having regard to the following matters, namely: (a) that the Mortgagee, the Receiver, the Company and SGL have specifically informed the Buyer that the Buyer must rely absolutely on its own opinion and/or that of its professional advisers concerning the Business, the Assets, the Mine and the Lease and the quality, state and condition of the same, their fitness and/or suitability for any purpose, the possibility that some or all of them may have defects not apparent on inspection and examination (which could render it inappropriate that they should be described as they are in fact described in this Agreement) or the reasons that the Buyer has or should have for purchasing the Shares; (b) that the Buyer has, and has informed SGL, the Mortgagee, the Receiver and the Company that it has, skilled professional advice available to it concerning the Business and the Assets and the matters referred to in sub-Clause 5.1(a) above, that it is on the basis of this advice that the Buyer has agreed to purchase the Shares for a consideration calculated to take into account (inter alia) the risk to the Buyer represented by this Agreement, the Mortgagee making it clear that on any other basis it would not have agreed to sell the same except for a much higher consideration; 6 (c) that the Buyer and its professional advisers have been given every opportunity it or they may wish to examine and inspect the Mine and all or any of the Assets and all or any books, records and documents relating thereto; (d) that SGL is insolvent and faces the constraints of selling necessarily imposed on it in those circumstances; and (e) that the knowledge of the Assets available to: (i) the Receiver and its partners, staff and advisers; and (ii) the Mortgagee and its staff, agents and advisers, is in each case, necessarily limited. 5.2 The Buyer acknowledges, for the avoidance of doubt, that if it shall be found that the Mortgagee or SGL does not have title or unencumbered title to the Shares this shall not be a ground for rescinding, avoiding or varying any or all of the provisions hereof or for the recovery of any or all of the consideration paid by the Buyer hereunder. 5.3 The exclusion of liability set out in this Clause shall operate in favour of each of SGL, the Receiver and the Mortgagee as waivers of any claims in tort as well as under the law of contract and such exclusions shall be in addition to and not in substitution for and notwithstanding any right of indemnity or relief otherwise available to the Mortgagee and/or the Receiver. 5.4 For the avoidance of doubt the exclusions and limitations in Schedule 2 shall apply to this Agreement. 6. CONFIDENTIALITY AND ANNOUNCEMENTS 6.1 Subject to Clause 6.2, following Completion the Mortgagee shall not use or disclose to any person any Confidential Information. 6.2 Clause 6.1 does not apply to: (a) disclosure of Confidential Information to or at the written request of the Buyer; (b) disclosure of Confidential Information by the Mortgagee to the Finance Parties under the Definitions and Common Terms Agreement dated May 8, 1998 as amended among, inter alia, Satellite Goldfields Limited, Glencar Mining plc, the Senior Lenders party thereto, CDC Group plc (formerly Commonwealth Development Corporation) and The Law Debenture Trust Corporation p.l.c; (c) use or disclosure of Confidential Information required to be disclosed by law or the rules and standards of any stock exchange or securities regulator for which the Mortgagee is a reporting issuer or the rules and requirements of any other regulatory body; (d) disclosure of Confidential Information to professional advisers for the purpose of advising the Mortgagee; or 7 (e) Confidential Information which becomes generally known other than by a breach of Clause 6.1. 6.3 No Party shall disclose the making of this Agreement nor its terms nor any other agreement referred to in this Agreement (except those matters set out in the press release in the agreed terms) and each Party shall procure that each of its Related Persons shall not make any such disclosure without the prior consent of the other Party unless disclosure is: (a) to its professional advisers; or (b) required by law; or (c) the rules or standards of any stock exchange or securities regulator for which a Party is a reporting issuer or the rules and requirements of any other regulatory body having jurisdiction and disclosure shall then only be made by that Party: (i) after it has taken all such steps as may be reasonable in the circumstances to agree the contents of such announcement with the other Party before making such announcement and provided that any such announcement shall be made only after notice to the other Party/Parties; and (ii) to the person or persons and in the manner required by law or the rules and standards or regulations of such stock exchange, securities regulator or other regulatory body having jurisdiction or as otherwise agreed between the Parties. 6.4 The restrictions contained in Clauses 6.1 and 6.3 shall apply without limit of time. 7. ASSIGNMENT This Agreement is personal to the Parties and accordingly the Buyer may not without the prior written consent of the Mortgagee assign, transfer or declare a trust of the benefit of all or any of the Buyer's obligations nor any benefit arising under this Agreement. 8. COSTS Unless expressly otherwise provided in this Agreement each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the sale and purchase of the Shares. 9. EFFECT OF COMPLETION The terms of this Agreement (insofar as not performed at Completion and subject as specifically otherwise provided in this Agreement) shall continue in force after and notwithstanding Completion. 8 10. FURTHER ASSURANCES Following Completion, the Mortgagee shall, at the sole expense of the Buyer and subject to the provisions of this Agreement, execute such further assurances and do such further acts and things (insofar as it may be reasonably able and empowered so to do) as shall be necessary for the purpose of transferring to the Buyer all of the Mortgagee's right, title and interest in and to the Shares provided that this shall not oblige the Mortgagee to become a Party to any litigation or arbitration proceedings and provided further that no document executed pursuant to this Clause shall confer or have the effect of conferring on the Buyer any additional right or rights not conferred by this Agreement against the Mortgagee. The obligations of the Mortgagee under this Clause shall cease six months from the Completion Date. 11. ENTIRE AGREEMENT This Agreement (including all documents to be executed pursuant to this Agreement) contain the whole agreement between the Parties relating to the subject matter of this Agreement and no variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties to this Agreement. 12. WAIVER 12.1 A waiver of any term, provision or condition of, or consent granted under, this Agreement shall be effective only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it is given. 12.2 No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 13. INVALIDITY If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction: (a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and (b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way. 9 14. NOTICES 14.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post (air mail if posted to or from a place outside the United Kingdom): In the case of the Buyer to: Wasford Holdings Such address and facsimile number as is notified in writing by the Buyer to the Mortgagee from time to time provided always that delivery of notice to Golden Star Resources Ltd at the address specified below shall constitute valid service and delivery of any notice required to be delivered to the Buyer. Fax: As above Attention: Corporate Secretary With a copy to: Golden Star Resources Ltd 10579 Bradford Road, Suite 103, Littleton, Colorado 80127-4247, U.S.A. Fax: 303-830-9094 Attention: Corporate Secretary In the case of the Mortgagee to: The Law Debenture Trust Corporation p.l.c. 5th Floor 100 Wood Street London EC2V 7EX Fax: 00 44 (0)207 606 0643 Attention: Trudi Elkington-Poole and shall be deemed to have been duly given or made as follows: (a) if personally delivered, upon delivery at the address of the relevant Party; (b) if sent by air mail, five Business Days after the date of posting; and (c) if sent by fax, when despatched; 10 provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made outside 9.00 a.m. - 5.00 p.m. on a Business Day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day. 14.2 A Party may notify the other Party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of Clause 14.1 provided that such notification shall only be effective: (a) on the date specified in the notification as the date on which the change is to take place; or (b) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given. 15. THIRD PARTY RIGHTS The terms of this Agreement may be enforced only by a Party to it and shall not create any rights in favour of any third parties whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise save and except for those granted to the Company, SGL or the Receiver. Notwithstanding any provision of this Agreement, the Parties do not require the consent of any third party to rescind or vary this Agreement at any time. 16. COUNTERPARTS This Agreement may be executed in any number of counterparts which together shall constitute one agreement. Any Party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by all Parties. 17. GOVERNING LAW AND JURISDICTION 17.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall, except to the extent otherwise agreed by the Parties in writing, be governed by and construed in accordance with English law. 17.2 Except to the extent otherwise agreed by the Parties in writing: (a) the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "DISPUTE"); (b) the Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary; (c) each Party irrevocably waives any objection which it may have now or hereafter to proceedings being brought in the courts of England, and any claim that proceedings have been brought in an inconvenient forum. Each Party 11 further irrevocably agrees that a judgment in any proceedings in the courts of England shall be conclusive and binding upon each Party and may be enforced in the courts of any other jurisdiction. 17.3 Without prejudice to any other mode of service allowed under any relevant law, the Buyer: (a) irrevocably appoints Moriah Limited (No. 03991620) a company incorporated in England and Wales and having its registered office at 60A Manchuria Road, London SW11 6AE, as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement PROVIDED THAT the Buyer may at any time upon the giving of one month's notice to the Mortgagee substitute an alternative company (which must be duly incorporated in England and Wales and have its registered office at an address within England and Wales) in substitution for Moriah Limited such substitution to be documented in form and substance satisfactory to the Mortgagee; and (b) each agrees that failure by a process agent to notify the Mortgagee as the case may be of the process will not invalidate the proceedings concerned. If the appointment of the Person mentioned in this Clause 17.3 ceases to be effective, the Buyer shall immediately appoint another Person in England as its agent for service of process in relation to any proceeding before the English courts in connection with this Agreement. If the Buyer fails to do so (and such failure continues for a period of not less than 15 Business Days), the Mortgagee shall be entitled to appoint such a Person by notice to the Buyer. IN WITNESS whereof this Agreement has been executed on the date first above written. 12 SCHEDULE 1 PARTICULARS RELATING TO THE COMPANY Authorised share capital: 10 million ordinary shares of no par value divided into 9 million Class "A" ordinary shares of no par value and 1 million Class "B" ordinary shares of no par value Issued share capital: 108 Class "A" ordinary shares of no par value and 12 Class "B" ordinary shares of no par value Directors: Sadia Chinery-Hesse Philip Dosoo Secretary: Trustee Services Limited Registered Office: C/ Bentsi Enchill & Letsa 1st Floor, Teachers' Hall Annex Education Loop (Off Barnes Road) P.O. Box 1632 Accra Ghana SS-1 SCHEDULE 2 EXCLUSIONS 1. The interest in the Shares which the Mortgagee sells and the Buyer buys is such right, title and interest as such Mortgagee may have at the commencement of business on the date hereof. 2. Save as expressly provided in this Agreement the Assets are sold in their present state and condition, and whereabouts, and subject to all faults and to any extant lien, distraint, execution or detention, or claims of third Parties over them or in respect of their use the cost of discharging or compromising any or all of which shall be for the account of the Buyer. The Buyer accepts that it has had opportunity to inspect the Mine and the Assets, as have its advisers, and the Buyer acknowledges and agrees that it has satisfied itself as to the state and condition, and whereabouts of the Assets and as to their fitness for such purpose or purposes as the Buyer may intend to use them, and as to their correspondence with any description given or to be implied. The Shares are acquired by the Buyer on the basis that it is deemed to be aware for all purposes with respect to the Mine and the Assets of the presence of any buildings or structure thereon, and of the presence, position or absence of drains, services, cables, sewers, tanks, tunnels, wayleaves, easements, quasi-easements, rights of light and way and any obligation to give vacant possession is modified accordingly. 3. It is accepted that no reliance has been placed in regard to the matters referred to in Clause 6.1 of the Agreement on any statement, or silence, of the Mortgagee, the Receiver, the Senior Lenders, SGL or of their employees, solicitors, advisers, valuers, agents, partners, Representatives or, save and except in the case of SGL, any of their directors or officers. 4. Any claim of the Buyer, or of any person claiming through it, against the Mortgagee shall not take effect otherwise than as an unsecured claim. 5. The exclusions of liability in this Schedule and this Agreement shall arise and continue notwithstanding the entry into receivership, administration or liquidation of SGL before or after the signing of this Agreement, and shall operate as waivers of any claims in tort as well as under the law of contract. Such exclusions shall be in addition to, and not in substitution for and notwithstanding any right of indemnity or relief otherwise available to either the Mortgagee and/or Receiver. They shall continue as well after as before completion of this Agreement in whole or in part. 6. The Buyer acknowledges the terms of the Asset Sale Agreements. 7. Except as expressly provided in this Agreement, neither the Mortgagee nor the Receiver shall not incur any liability to the Buyer by reason of any act or omission, or negligence or default, of any officer or employee, that expression including anyone under a contract for services, as well as of service, of the Mortgagee or the Receiver whose services may be made available to the Buyer on a sub-contract basis from time to time. SS-2 8. Save as expressly provided in this Agreement nothing in this Agreement is to require either Mortgagee or the Receiver to discharge in whole or in part any liability of the Mortgagee outstanding at the Share Completion Date. 9. If any of the provisions of this Agreement is held not to be valid but would be valid if part of the wording were deleted or modified, then such provision shall apply with such modification as may be necessary to make it enforceable. 10. Nothing in this Agreement shall, in the absence of an express provision to the contrary herein contained, require the Mortgagee to carry out or continue to carry out any arrangement or contract, whether single or of continuing effect, with third Parties and whether in relation to the Mine or any of the Assets or otherwise. SS-2 Signed by ) a duly authorised representative of ) and for and on behalf of WASFORD ) HOLDINGS: S-1 Signed by ) for and on behalf of THE LAW ) DEBENTURE TRUST ) CORPORATION P.L.C.: S-2 WASFORD HOLDINGS LETTERHEAD Law Debenture Trust Corporation p.l.c. 5th Floor 100 Wood Street London EC2V 7EX Attention: Trudi Elkington-Poole September 13, 2002 Dear Sirs AGREEMENT FOR THE SALE AND PURCHASE OF 90% OF THE ISSUED CAPITAL OF WEXFORD GODLFIELDS LIMITED (THE "SHARE SALE AGREEMENT") DATED 26 JUNE, 2002. We refer to the Share Sale Agreement. Terms used but not defined in this letter are used as defined in the Share Sale Agreement. The parties hereto agree that the reference in Clause 3.3 of the Share Sale Agreement to "on or before 31 July 2002" shall be deleted and replaced with "on or before August 31, 2002". Please countersign and return to us the attached copy of this letter to signify your acceptance of its terms. This letter may be executed by the parties hereto in several counterparts, each of which shall, when executed, be deemed to be an original and all of which shall constitute together but one and the same agreement. Yours faithfully - --------------------------------------- For and on behalf of WASFORD HOLDINGS By: Accepted - --------------------------------------- THE LAW DEBENTURE TRUST CORPORATION P.L.C. By: EX-2.7 9 v84639exv2w7.txt EXHIBIT 2.7 Dated September 13, 2002 GOLDEN STAR RESOURCES LTD. as the Sponsor and STANDARD BANK LONDON LIMITED as the Security Trustee -------------------------------------- SUPPORT AGREEMENT for WASSA GOLD PROJECT -------------------------------------- Mayer, Brown, Rowe & Maw 11 Pilgrim Street London EC4V 6RW TABLE OF CONTENTS

PAGE 1. DEFINITIONS AND INTERPRETATIONS..................................................1 2. GUARANTEE AND INDEMNITY..........................................................6 3. REPRESENTATIONS AND WARRANTIES...................................................9 4. UNDERTAKINGS OF THE SPONSOR.....................................................17 5. NEGATIVE COVENANTS..............................................................22 6. ACKNOWLEDGMENTS AND CONSENTS OF THE SPONSOR.....................................25 7. STEP-IN AND STEP-OUT RIGHTS.....................................................26 8. MISCELLANEOUS PROVISIONS........................................................27 9. GOVERNING LAW AND SUBMISSION TO JURISDICTION....................................35

SCHEDULE 1 Disclosure Schedule SCHEDULE 2 Form of Compliance Certificate SCHEDULE 3 Payment Notice i THIS SUPPORT AGREEMENT (as amended, modified or supplemented from time to time, this "AGREEMENT"), dated September 13, 2002, made between: (1) GOLDEN STAR RESOURCES LTD., a company amalgamated and continuing under the federal laws of Canada (the "SPONSOR"); and (2) STANDARD BANK LONDON LIMITED in its capacity as security trustee for the Finance Parties (in such capacity the "SECURITY TRUSTEE"). WHEREAS: (A) pursuant to the Loan Agreement, the Lenders have agreed to make certain loans available to the Borrower on the terms and conditions of the Loan Agreement; (B) the Sponsor owns, indirectly, a majority of the outstanding share capital of the Borrower; and (C) the Sponsor has determined that the execution, delivery and performance of this Agreement are within its corporate powers and in its best interests, and have been duly authorised. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in order to induce the Lenders to make or participate in the Loan to the Borrower pursuant to the Loan Agreement and to enter into the transactions contemplated thereby, the Sponsor agrees, with the Security Trustee, as follows: 1. DEFINITIONS AND INTERPRETATIONS 1.1 DEFINITIONS The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings: "ADDRESS FOR NOTICES" is defined in Clause 8.8; "AGREEMENT" is defined in the preamble; "BARNEX AGREEMENT" means the Share Sale Agreement between the Sponsor and Barnato Exploration Limited dated June 21, 2001. "COMMON TERMS AGREEMENT" means that certain agreement, dated June 26, 2002, as amended, modified or supplemented from time to time among (1) Wexford Goldfields Limited, as the borrower, (2) the other Obligors party thereto from time to time, (3) Standard Bank London Limited, as the facility agent and the security trustee, and (4) The Law Debenture Trust Corporation p.l.c., as the initial Royalty Holder; "COMPLIANCE CERTIFICATE" means a certificate duly executed by an Authorised Representative of the Sponsor in the form annexed as Schedule 2; "CURRENT ASSETS" means, in respect of the Sponsor, the sum of its inventory, trade receivables and other receivables including sundry debtors (falling due within 12 months); 1 "CURRENT LIABILITIES" means, in respect of the Sponsor, the sum of all its consolidated liabilities falling due within 12 months; "DISCLOSURE SCHEDULE" means the disclosure schedule attached hereto as Schedule 1; "DISPUTE" is defined in Clause 9.2(a); "EFFECTIVE DATE" is defined in Clause 8.7; "ENVIRONMENTAL REVIEW STANDARDS" is defined in Clause 3.15(a); "EXCLUDED OBLIGATIONS" means all Obligations of the Borrower under the Asset Sale Agreements (excluding any such Obligations arising pursuant to Clauses 4.1 and of the Asset Sale Agreement, dated 1 March , 2002 and/or Clauses 4.1(a) and 4.2 of the Asset Sale Agreement, dated 15 March, 2002); "FACILITY A COMMITMENT" has the meaning given to it in the Loan Agreement; "FACILITY A OUTSTANDINGS" has the meaning given to it in the Loan Agreement; "FINANCIAL INDEBTEDNESS" means any indebtedness in respect of or arising under or in connection with: (a) moneys borrowed (including overdrafts); or (b) money raised including any debenture, bond (other than a performance bond issued in the ordinary course of trading by one member of the Group in respect of the obligations of another member of the Group), note or loan stock or other similar instrument; or (c) any acceptance or documentary credit; or (d) receivables sold or discounted (otherwise than on a non-recourse basis); or (e) the acquisition cost of any asset to the extent unconditionally payable (except for any condition relating to time of payment) after the time of acquisition or possession by the person liable as principal obligor for the payment thereof where the deferred payment is arranged primarily as a method of raising finance or financing or refinancing the acquisition of the asset acquired (but not including any royalty payment obligation pursuant to a Royalty Agreement or the Barnex Agreement); or (f) the sale price of any asset to the extent paid before the time of sale or delivery by the person liable to effect such sale or delivery where the advance payment is arranged primarily as a method of raising finance or financing or refinancing the manufacture, assembly, acquisition or holding of the asset to be sold; or (g) finance leases, credit sale or conditional sale agreements (whether in respect of land, buildings, plant, machinery, equipment or otherwise) which are treated as finance leases in accordance with GAAP (but not including liabilities under operating leases); or 2 (h) any agreement for managing or hedging currency and/or interest rate and/or commodity risk provided that where such agreement provides for netting to occur this paragraph (h) shall include the net amount of the payment obligation outstanding from the relevant member of the Group thereunder after such netting-off has occurred; or (i) the amount payable under any put option or other arrangement whereby any member of the Group is liable, at the request of a third party, to purchase share capital or other securities issued by it or any other member of the Group; or (j) the amount payable by any member of the Group in respect of the redemption of any share capital or other securities issued by it or any other member of the Group (if the share capital or other securities are redeemable at the option of their holder or if the relevant member of the Group is otherwise obliged to redeem them); or (k) amounts raised under any other transaction required to be accounted for as a borrowing; or (l) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any indebtedness falling within paragraphs (a) to (k) inclusive of this definition, and so that, where the amount of Financial Indebtedness falls to be calculated, no amount shall be taken into account more than once in the same calculation; "GUARANTEED OBLIGATIONS" means all Liabilities of the Borrower now or hereafter existing (excluding any Liability in respect of any Excluded Obligations); "INDEMNIFIED LIABILITIES" is defined in Clause 8.10; "INDEMNIFIED PARTIES" is defined in Clause 8.10; "INTEREST" means interest and amounts in the nature of interest paid or payable in respect of any Financial Indebtedness of any member of the Group excluding any interest paid or payable on Financial Indebtedness between any member of the Group and any other member of the Group but including, without limitation: (a) the interest element of finance leases; (b) discount and acceptance fees payable (or deducted) in respect of any Financial Indebtedness; (c) fees payable in connection with the issue or maintenance of any bond, letter of credit, guarantee or other assurance against financial loss which constitutes Financial Indebtedness and which is issued by a third party on behalf of a member of the Group; (d) repayment and prepayment premiums payable or incurred in repaying or prepaying any Financial Indebtedness; and 3 (e) commitment, utilisation and non-utilisation fees payable or incurred in respect of Financial Indebtedness (but excluding any fees payable in relation to any borrowing for arranging such borrowing and which are paid at the commencement of such borrowing); "MATERIAL AGREEMENTS" is defined in Clause 3.20; "NET WORTH" means (in each case calculated at the end of each quarter): (a) the stated share capital fully paid up and the additional paid in capital of the Group; plus (b) the aggregate amount standing to the credit of the Group's consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund); plus or minus (c) the amount standing to the credit or debit, as the case may be, of the consolidated profit and loss account of the Group; less (d) any dividend or other distribution declared, recommended or made by any Group Member to the extent such distribution is not provided for in such accounts; less (e) the amount of any writing up of the book value of any assets of any Group Member after the Effective Date or, in the case of a company becoming a subsidiary after the Effective Date, after the date of its becoming a subsidiary; less (f) the amount of any sums required to be set aside for taxation payable by any Group Member and not provided for in such accounts; less (if not already deducted) (g) any amount attributable to minority interests; less (h) any amount attributable to goodwill or other intangible assets of the Group but after adding back any amortised goodwill; "OPERATING CASH FLOW" means the net cash provided by the operating activities of the Group after adding back interest expense, in each case determined in accordance with GAAP; "PARTY" means a party to this Agreement; "PAYMENT CURRENCY" is defined in Clause 8.14(a)(i); "PAYMENT NOTICE" means a notice substantially in the form of Schedule 3 hereto; "PROCESS AGENT" is defined in Clause 9.6(a); "RELEVANT CURRENCY" is defined in Clause 8.14(a)(i); "SEC" means the U.S. Securities and Exchange Commission; 4 "SECURITY TRUSTEE" is defined in the preamble; "SPONSOR" is defined in the preamble; "STEP-IN DATE" means the date specified in the Step-in Notice as the date for assumption of the obligations of the Borrower under the Management Agreement; "STEP-IN NOTICE" means a written notice served by the Security Trustee on the Sponsor pursuant to Clause 7.1; "STEP-IN PERIOD" means the period from (and including) the Step-in Date to (and excluding) the earlier of: (a) the Step-out Date; and (b) the date which is one year after the Step-in Date. "STEP-OUT DATE" means the date specified in the Step-out Notice as the date for the termination of the obligations of the Substitute Entity under the Management Agreement; "STEP-OUT NOTICE" means a written notice served by the Security Trustee or a Substitute Entity pursuant to Clause 7.5; "SUBSTITUTE ENTITY" means the person appointed by the Security Trustee for the purposes of assuming the rights and obligations of the Borrower under the Management Agreement; "SUSPENSION PERIOD" has the meaning provided in Clause 5.9; "TAX CREDIT" is defined in Clause 8.12; "TAX PAYMENT" is defined in Clause 8.12; and "TAXES" is defined in Clause 8.11(a). "TERMINATION ACTION" has the meaning provided in Clause 5.9; "TERMINATION DATE" means the later of: (a) the Discharge Date; (b) the date on which all Liabilities to each Finance Party have been irrevocably and fully discharged; and (c) the date on which the last shipment of Gold has occurred and the Mine has been closed in accordance with the Development Plan. "TERMINATION NOTICE" means a written notice served by the Sponsor on the Security Trustee pursuant to Clause 5.9. 5 1.2 INTERPRETATION. Unless a clear contrary intention appears, this Agreement shall be construed and interpreted in accordance with the provisions set forth below: (a) the parties hereto intend that this Agreement shall take effect as a deed. (b) capitalised terms used but not defined in this Agreement (including the preamble hereto) have the same meanings as in the Common Terms Agreement; and (c) this Agreement is a Finance Document and shall be interpreted and construed in accordance with the terms and provisions of the Common Terms Agreement (including Clauses 1.2 to 1.5 thereof which are hereby incorporated into this Agreement with all necessary consequential changes). 2. GUARANTEE AND INDEMNITY 2.1 GUARANTEE AND INDEMNITY The Sponsor hereby irrevocably and unconditionally: (a) guarantees to each Finance Party the due and punctual observance and performance of all the Guaranteed Obligations and agrees to pay to the Security Trustee on demand the Guaranteed Obligations which shall not have been paid by the Borrower at the time such demand is made; and (b) agrees as a primary obligation to indemnify each Finance Party on demand by the Security Trustee from and against any cost, loss or liability incurred or suffered by such Finance Party as a result of any of the Guaranteed Obligations being or becoming void, voidable, unenforceable, invalid, illegal or ineffective as against the Borrower for any reason whatsoever, whether or not known to such Finance Party or any other person. The amount of such cost, loss or liability shall be the amount which such Finance Party would otherwise have been entitled to recover from the Borrower. 2.2 ADDITIONAL SECURITY The obligations of the Sponsor herein contained shall be in addition to and independent of every other security which any Finance Party may at any time hold in respect of any of the Guaranteed Obligations and shall not be prejudiced in any way by any such security. 2.3 RELEASE OF OBLIGATIONS The obligations of the Sponsor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever, and in particular, but without limitation, shall not be considered satisfied by any intermediate payment or satisfaction of any of the Guaranteed Obligations and shall continue in full force and effect; provided, however, that the Sponsor's obligations pursuant to Clause 2.1 shall (subject to Clause 2.10) cease on the earlier of: 6 (a) the Release Date (other than in respect of any demand for payment made prior to the Release Date); and (b) the date on which all of the Facility A Outstandings, together with all interest thereon and any costs in relation thereto for which the Borrower is liable pursuant to any Finance Document shall have been irrevocably and unconditionally paid and discharged in full and the Lenders shall be under no further obligations to advance funding pursuant to the Loan Agreement. 2.4 RIGHTS NOT AFFECTED Neither the obligations of the Sponsor herein contained nor the rights, powers and remedies conferred in respect of the Sponsor upon the Finance Parties by this Agreement (whether pursuant to this Clause 2 or otherwise) or by law shall be discharged, impaired or otherwise affected by: (a) the winding-up or dissolution of the Borrower or any change in the Borrower's status, function, control or ownership; (b) any of the Guaranteed Obligations being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) time or other indulgence being granted or agreed to be granted to the Borrower or any other person in respect of the Guaranteed Obligations; (d) any amendment to, or any variation, waiver or release of, any Guaranteed Obligation except if, and to the extent that, the obligations of the Borrower are actually expressly reduced with the consent of the Finance Parties; (e) the taking, variation, compromise, exchange, renewal or release of or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower or any other person or any non-presentation or any instrument or any failure to realise the full value of any security; (f) any other act, event or omission which, but for this Clause 2.4, might operate to discharge, impair or otherwise affect any of the obligations of the Sponsor herein contained or any of the rights, powers or remedies conferred upon the Finance Parties by this Agreement or by law; or (g) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of the Borrower or any other person. 2.5 CONDITIONAL SETTLEMENT Any settlement or discharge between the Sponsor and any Finance Party shall be conditional upon no security or payment to such Finance Party by any Obligor or any other person on behalf of any Obligor being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency or liquidation for the time being in force and, if any such security or payment is so avoided or reduced the liability of each Obligor shall continue as if the settlement or discharge had not occurred and each Finance Party shall be entitled to recover the value or amount of 7 such security or payment from the Sponsor subsequently as if such settlement or discharge had not occurred. 2.6 RETENTION OF GUARANTEE The Security Trustee may following repayment of all of the Guaranteed Obligations in its absolute discretion retain an original counterpart of this Agreement for a period of 25 months after the Guaranteed Liabilities shall have been paid and discharged in full. If at any time within that period of 25 months a petition is presented to a competent court for a winding-up or administration order to be made in respect of any of the Obligors or steps are taken to wind up any of the Obligors voluntarily, then the Security Trustee may continue to retain an original counterpart of this Agreement for such further period as the Security Trustee in its absolute discretion shall determine. 2.7 NO OBLIGATION TO TAKE ACTION No Finance Party shall be obliged and the Sponsor waives any rights it may have of first requiring any Finance Party, before exercising any of the rights, powers or remedies conferred upon it in respect of the Sponsor by this Agreement or by law: (a) to make any demand of any Obligor; (b) to take any action, obtain judgment in any court against or otherwise exhaust its remedies against any Obligor; (c) to make or file any claim or proof in a winding-up or dissolution of any Obligor; or (d) to enforce or seek to enforce any other security taken in respect of any of the Guaranteed Obligations. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 2.8 SPONSOR NOT TO TAKE ACTION The Sponsor agrees that, so long as any of the Guaranteed Obligations are or may be owed by the Borrower, or the Borrower is under any actual or contingent obligations in connection therewith, the Sponsor shall not exercise any rights which the Sponsor may at any time have by reason of performance by it of its obligations hereunder: (a) to be indemnified by or to seek reimbursement from the Borrower; and/or (b) to claim any contribution from any other guarantor of the Guaranteed Obligations; and/or (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Finance Party hereunder or of any other security taken pursuant to, or in connection with, the Common Terms Agreement or any other Finance Document by any Finance Party. 8 2.9 SUSPENSE ACCOUNT If the Borrower is wound up, goes into liquidation, becomes bankrupt or makes any composition or arrangement with its creditors, neither the existence of the guarantee or indemnity contained in this Clause 2, the rights of any Finance Party pursuant to Clause 4, nor any monies received or recovered by any Finance Party pursuant to this Clause 2 or Clause 4 shall impair the right of such Finance Party to prove in such winding up, liquidation, bankruptcy, composition or arrangement for the total amount due from the Borrower and, to this end or so as to preserve intact the obligations of any person answerable for any part of such total amount, any Finance Party may at any time and after any such event takes place and, for so long as such Finance Party thinks fit prior to satisfaction in full of each of the Sponsor's obligations under this Agreement, keep any monies received or recovered under this Agreement in a separate or suspense account, in such name as such Finance Party thinks fit, without any intermediate obligation on the part of such Finance Party to apply the same in or towards discharge of any part of such total amount. 2.10 LIMITATION OF LIABILITY The Sponsor's liability pursuant to this Deed shall be limited to: (a) in respect of Clause 2.1, the Facility A Outstandings from time to time, together with accrued and unpaid interest thereon and any cost incurred by any Finance Party in relation thereto for which the Borrower is liable pursuant to Clause 15.3 of the Common Terms Agreement; and (b) in each other case, any loss suffered by any Finance Party as a result of a breach by the Sponsor of any of its obligations pursuant to this Deed. 3. REPRESENTATIONS AND WARRANTIES 3.1 MAKING OF REPRESENTATIONS AND WARRANTIES The representations and warranties set forth in this Clause shall be made: (a) on the date of this Agreement; (b) upon the delivery of each Utilisation Request delivered on or after the New Ownership Date; and shall be deemed to have been made on: (c) each Utilisation Date on or after the New Ownership Date (both immediately before and immediately after the application of the proceeds of the relevant Loans); (d) the New Ownership Date; (e) the Economic Completion Date; (f) the Release Date; 9 (g) any date on which any person grants further security pursuant to any Finance Document on or after the New Ownership Date; (h) any date the Borrower enters into a Royalty Agreement other than the First Royalty Agreement; (i) any date when any person accedes to or becomes party to any Finance Document as an Obligor on or after the New Ownership Date; and (j) on the last day of each twelve monthly period ending after the New Ownership Date; provided, however, that no such representation or warranty (other than those in Clauses 3.13, 3.14, 3.18) shall be made, or deemed to be made, at any time after the Release Date. 3.2 ORGANISATION, POWER, AUTHORITY, ETC The Sponsor: (a) is duly qualified to do business and is in good standing (where such concept is applicable) as a foreign company in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify would have a Materially Adverse Effect on it; (b) has full power and authority, and holds all requisite Approvals, to own and hold under lease its property, to sue and to be sued in its own name and to conduct its business substantially as currently conducted by it; and (c) has full power and authority to enter into and perform its obligations under this Agreement and the other Operative Documents executed or to be executed by it. 3.3 DUE AUTHORISATION; NON-CONTRAVENTION The execution and delivery by the Sponsor of this Agreement and each other Operative Document executed or to be executed by it and the performance by it of its obligations hereunder and thereunder: (a) has been duly authorised by all necessary corporate action on its part and do not require any Approval, except where failure to obtain such Approval could not lead to a Materially Adverse Effect with respect to the Sponsor; (b) do not and will not conflict with, result in any violation of, or constitute any default under, any provision of any Requirement of Law or Approval binding on it, except where such conflict, violation or default could not lead to a Materially Adverse Effect with respect to the Sponsor; (c) will not result in or require the creation or imposition of any lien on any of its properties pursuant to the provisions of any Contractual Obligation); and 10 (d) will not cause any borrowing, negative pledge or other limitation on it or the powers of the directors or other officers of the Sponsor to be exceeded. 3.4 VALIDITY, ETC This Agreement constitutes, and each other Operative Document executed or to be executed by the Sponsor constitutes, or on the due execution and delivery by it thereof will constitute, the legal, valid, and binding obligation of the Sponsor enforceable against it in accordance with its terms (subject, as to enforcement, to bankruptcy and insolvency laws and other similar laws of applicability to creditors generally and to general equitable principles). 3.5 LEGAL STATUS; NO IMMUNITY Neither the Sponsor nor any of its properties or revenues enjoys any right of immunity from suit, set-off, attachment, execution, attachment, judgment or other legal process in respect of the Sponsor's obligations under any of the Operative Documents to which it is a party. 3.6 FINANCIAL INFORMATION All balance sheets and all statements of profit and loss and cash flow and all other financial information relating to the Sponsor which has been furnished by or on behalf of the Sponsor to a Finance Party for the purposes of or in connection with any Finance Document or any transaction contemplated thereby, including the most recent consolidated balance sheet of the Sponsor filed with the U.S. Securities and Exchange Commission, and the related consolidated statements of profit and loss and cash flow of the Sponsor have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein) and present fairly the financial position of the Sponsor as at the dates thereof and the results of its operations for the periods then ended. The Borrower does not have any material contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitments (in each case incurred on or after the New Ownership Date) which are not reflected in the financial statements described in this Clause or in the notes thereto. 3.7 ABSENCE OF DEFAULT (a) The Sponsor is not in default in the payment of (or in the performance of any material obligation applicable to) any indebtedness; (b) No Default is outstanding or would result (or has resulted) from the making of any Loan; and (c) The Sponsor is not in default under any material provision of any Operative Document to which it is party, any material Requirement of Law or the terms or conditions upon which any Approval has been granted. 3.8 LITIGATION, ETC. There is no pending or, to the knowledge of the Sponsor, threatened litigation, arbitration, employment dispute or governmental investigation or proceeding against 11 the Sponsor or to which any of its business, operations, properties, assets (including the Mine), revenues or prospects is subject which, if adversely determined, could reasonably have a Materially Adverse Effect with respect to the Sponsor. In the case of any litigation so disclosed, there has been no development in such litigation since the Effective Date which could reasonably have a Materially Adverse Effect with respect to the Sponsor. 3.9 MATERIALLY ADVERSE EFFECT Since the New Ownership Date, there have been no occurrences which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect with respect to the Sponsor. 3.10 BURDENSOME AGREEMENTS The Sponsor is not a party or subject to any Contractual Obligation or Organic Document which has or may reasonably be expected to have a Materially Adverse Effect on it. 3.11 TAXES AND OTHER PAYMENTS The Sponsor has: (a) except as disclosed in filings made with the SEC, filed all tax returns and reports required by Applicable Law to have been filed by it; and (b) paid all taxes and governmental charges due and owing and all claims for sums due for labour, material, supplies, personal property and services of every kind and character provided with respect to, or used in connection with its business and no claim for the same exists except as permitted hereunder, except any such taxes, charges or amounts: (i) in respect of which the relevant invoice or demand for payment was issued not more than 120 days prior to the payment thereof (and in respect of which the Sponsor will pay prior to the end of such period); or (ii) which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. 3.12 SUBSIDIARIES As at the New Ownership Date, the Sponsor has no subsidiaries other than those referred to in Item 1 ("SUBSIDIARIES") of the Disclosure Schedule. 3.13 PROJECT DOCUMENTS (a) Except as disclosed in writing and agreed to by the Security Trustee, each of the Project Documents to which the Sponsor is a party is: (i) in full force and effect; 12 (ii) enforceable by the Sponsor against all other parties thereto in accordance with its terms (subject, as to enforcement, to bankruptcy and insolvency laws and other laws of applicability generally and to general equitable principles); and (iii) in the form previously or concurrently delivered to the Facility Agent or the Security Trustee pursuant to the relevant Finance Document. (b) All material performance required under each Project Document of the Sponsor (and, to the best of the knowledge of the Sponsor, of each other party) has occurred (except performance required by any relevant Project Document to be performed at a later date), and no default (however denominated or described) in the performance of the obligations of the Sponsor (or, to the best of the knowledge of the Sponsor, of any other party) under any Project Document to which the Sponsor is a party has occurred and is continuing. 3.14 ADEQUACY OF INFORMATION The Sponsor represents and warrants that: (a) the factual statements contained (or if not yet provided to any Finance Party, will contain when so provided) in each of the Development Plan, Environmental Impact Statement and Insurance Summary, based upon the assumptions stated therein, have been or will be prepared with due care, are true and correct in all material respects and do not and will not omit to state any information or fact the omission of which might render any conclusion or statement contained in any such document misleading in any material respect; (b) the Development Plan contains (or if not yet provided to any Finance Party, will contain when so provided) summary descriptions of the Project Assets and the Project and the operation of the Mine as proposed to be conducted throughout the Project Period; (c) the Environmental Impact Statement, the Technical Review and the Insurance Summary contain (or if not yet provided to any Finance Party, will contain when so provided) summary descriptions of the environmental, technical and insurance aspects respectively of the Project Assets and the Project and the operation of the Mine as now conducted and as proposed to be conducted throughout the Project Period; and (d) the financial projections, estimates and other expressions of view as to future circumstances contained (or if not yet provided to any Finance Party, will contain when so provided) in the Development Plan are fair and reasonable and, to the best of the Sponsor's knowledge, have been (or, if not yet provided, will be when provided) arrived at after reasonable enquiry and have been made in good faith by the persons responsible therefor. 3.15 ENVIRONMENTAL WARRANTIES The Sponsor represents and warrants that: 13 (a) all facilities and property (including underlying groundwater) owned, operated, leased or utilised by any Obligor or, so far as such Obligor is aware having made enquiry, any other Project Party (in each case) in connection with the Project have been (from the New Ownership Date), and will continue to be (including from the date of delivery of the initial Environmental Impact Statement pursuant to Clause 2.2(a) of the Common Terms Agreement), owned, operated, leased or utilised by such person in compliance with the standards set out in, referred to or utilised by the Environmental Impact Statement (the "ENVIRONMENTAL REVIEW STANDARDS") and in compliance with all Environmental Laws except where any failure to so comply: (i) would not reasonably be expected to have a Materially Adverse Effect with respect to such Obligor; or (ii) has not resulted in, and would not reasonably be likely to result in, any action being taken by any Governmental Agency or any other person; (b) there has not been since the New Ownership Date any past, and there are no pending or, to its knowledge, threatened: (i) claims, complaints, notices or requests for information received by it or, so far as it is aware, having made reasonable enquiry, any other Project Party in connection with the Project with respect to any alleged violation of Environmental Review Standards or any Environmental Law; or (ii) claims, complaints, notices or inquiries to it, or so far as it is aware having made reasonable enquiry, such Project Party in connection with the Project regarding potential liability under any Environmental Review Standard or Environmental Law; (c) since the New Ownership Date there have been no releases or emissions of Hazardous Materials at, on or under any property now or previously owned, operated or leased by the Borrower or, so far as the Sponsor is aware having made enquiry, any other Project Party in connection with the Project that, singly or in the aggregate, have, or may reasonably be expected to have, a Materially Adverse Effect with respect to it; (d) since the New Ownership Date the Borrower, and so far as it is aware having made enquiry, each other Project Party has been issued with, and is in compliance with, all Environmental Review Standards and Approvals relating to environmental matters which are necessary or advisable for the Project except where any failure to so comply: (i) would not reasonably be expected to have a Materially Adverse Effect with respect to it; or (ii) has not resulted in, and would not reasonably be likely to result in, any action being taken by any Governmental Agency or any other person; 14 (e) since the New Ownership Date no property now or previously owned, operated or leased by the Borrower is listed or, to its knowledge, proposed for listing on any governmental or regulatory list of sites requiring investigation or clean-up; (f) there have not been since the New Ownership Date any underground or above-ground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned on or after the New Ownership Date, operated or leased on or after the New Ownership Date by the Borrower that, singly or in the aggregate, could reasonably be expected to have, a Materially Adverse Effect with respect to the Borrower; (g) since the New Ownership Date the Borrower has not and, so far as the Borrower is aware having made reasonable enquiry no other Project Party has, directly transported or directly arranged for the transportation of any Hazardous Material in connection with the Project which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury; (h) there have not been since the New Ownership Date any polychlorinated biphenyls or friable asbestos present at any property now or previously owned on or after the New Ownership Date, operated or leased on or after the New Ownership Date by the Borrower or, so far as the Borrower is aware having made reasonable enquiry, any other Project Party in connection with the Project that, singly or in the aggregate, could reasonably be expected to have, a Materially Adverse Effect with respect to the Borrower; and (i) there have not been since the New Ownership Date any conditions that exist at, on or under any property now or previously owned, leased, operated, licensed or used in each case on or after the New Ownership Date by the Borrower or any other Project Party in connection with the Project which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Review Standard or Environmental Law that, individually or in the aggregate, has, or could reasonably be expected to have, a Materially Adverse Effect with respect to the Borrower. 3.16 PARI PASSU The payment Obligations of the Sponsor under each Finance Document to which it is a party rank at least pari passu in right of payment with all of the Sponsor's other unsecured indebtedness, other than any such indebtedness which is preferred by mandatory provisions of Applicable Law or as set out in any Finance Document. 3.17 ROYALTIES, ETC. Other than as disclosed in Item 2 ("ROYALTY AGREEMENTS") of the Disclosure Schedule, neither the Mine nor the Borrower's interest therein is subject to any royalty, net smelter return obligation, net profit payment or similar arrangement. 15 3.18 MANAGEMENT OF MINE The Borrower has sole responsibility for the construction, operation and management of the Mine and has not and does not propose to enter into any agreement for any third party to construct, operate or manage all or part of the Mine, except as provided in any Project Document. 3.19 SOLVENCY The Sponsor is not unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or within the meaning of any equivalent legislation in its place of incorporation or in any place in which it carries on its business or its assets are located. 3.20 MATERIAL AGREEMENTS The Borrower has provided to the Facility Agent and the Security Trustee certified copies of all Instruments which are Material Agreements or otherwise material or reasonably likely to be material to: (a) any Finance Party's decision to enter into the Finance Documents to which it becomes a party on or after the New Ownership Date and, in the case of any other Obligor to which it becomes a party at any time; (b) the Project; or (c) any Obligor's rights and obligations pursuant to any Operative Document, and each such Instrument in existence as at the date hereof and on the New Ownership Date is listed under Item 3 ("MATERIAL AGREEMENTS") of the Disclosure Schedule. 3.21 REGISTRATION It is not necessary or advisable that this Agreement or any other Operative Document to which the Sponsor is a party be filed, registered, recorded or enrolled with any court, public office or other authority in any jurisdiction or that any stamp, documentary, registration or similar tax or duty be paid on or in relation to this Agreement or any other such Operative Document. 3.22 LEASES The Borrower has acquired all leases of real property and other rights of whatever nature necessary for the present and proposed conduct of its business and the carrying out of the Project. 3.23 ISSUE OF SHARES There are no agreements or arrangements in force (in the case of the Borrower, on or after the New Ownership Date) which provide for the present or future issue, allotment or transfer of, or grant to any person the right (whether conditional or otherwise) to call for the issue, allotment or transfer of any share or loan capital of the 16 Borrower or the Holding Company (including any option or right of pre-emption or conversion). 3.24 SPECIAL PURPOSE VEHICLE The Borrower has not traded (on or after the New Ownership Date) or incurred any liabilities (on or after the New Ownership Date) other than in connection with its participation in the transactions contemplated in the Operative Documents. 3.25 TAX STATUS The Borrower is and has been since the New Ownership Date a company resident in Ghana and, except as stated in the Deed of Warranty, is subject to Applicable Laws relating to taxation. 4. UNDERTAKINGS OF THE SPONSOR 4.1 CERTAIN AFFIRMATIVE COVENANTS The Sponsor agrees with each Finance Party that, on and from the New Ownership Date until (except in the case of Clauses 4.2(a) through 4.2(h), 4.5, 4.7 and 4.10) the Termination Date and (in the case of Clauses 4.2(a) through 4.2(h), 4.5, 4.7 and 4.10 below) until the earlier of: (a) the Release Date; and (b) the date that all Guaranteed Obligations have been irrevocably and unconditionally paid and performed in full and the Lenders shall be under no further obligation to advance funds pursuant to the Loan Agreement, it will in each case perform its undertakings set forth in this Clause (and, where stated, cause each other Obligor to perform its obligations set forth below). 4.2 FINANCIAL INFORMATION, ETC. The Sponsor will furnish, or will cause to be furnished, to the Facility Agent (with copies for each Lender) copies of the following financial statements, reports and information in either hardcopy or digital format: (a) promptly when available, and in any event within 120 days after the close of each Fiscal Year of the Sponsor its audited financial statements for the prior Fiscal Year in the form submitted to the U.S. Securities and Exchange Commission on Form 10-K, and in each case reported on without Impermissible Qualification (other than an Impermissible Qualification which has the prior written consent of the Security Trustee acting on the instructions of the Secured Parties (acting reasonably); (b) promptly when available, and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year its unaudited financial statements for such Fiscal Quarter in the form submitted to the U.S. Securities and Exchange Commission on Form 10-Q; 17 (c) on each of the Economic Completion Date, the Release Date and within 20 Business Days of each Calculation Date (other than the Economic Completion Date and the Release Date), a Compliance Certificate calculated as of the Economic Completion Date, the Release Date or such Calculation Date, as the case may be, indicating, inter alia, compliance with financial covenants set forth in Clause 5.3 on each Calculation Date coinciding with or scheduled to occur thereafter, together with such information concerning the calculations and assumptions used by the Sponsor in preparing such Compliance Certificate as the Security Trustee may (acting reasonably) request; (d) without prejudice to the provisions of Clause 7.1(g) or 7.1(h) of the Common Terms Agreement, the Sponsor will and will cause each other Obligor to furnish promptly upon the occurrence thereof copies of any Instrument, correspondence or other item of documentation amending, supplementing or otherwise modifying any material provision of any Project Document to which the Sponsor or such Obligor is a party and a detailed report of any departure from the performance by any party of any of its material obligations under any Project Document to which it is a party; (e) promptly upon receiving knowledge of the same, the Sponsor will furnish notice of the occurrence of any material default or event of default (however described but without prejudice to the provisions of Clause 7.1(g) or 7.1 (h) of the Common Terms Agreement) by any party under, or any other material change in or circumstance affecting, any of the Project Documents to which it is a party; (f) without limiting any other provision of this Clause, as soon as possible and in any event within three Business Days after the occurrence of any Default of which it becomes aware with respect to the Sponsor, the Sponsor will furnish a statement of its chief financial officer or other officer setting forth details of such Default and the action which the Sponsor has taken and proposes to take with respect thereto; (g) as soon as possible and in any event within five Business Days after: (i) the occurrence of any adverse development with respect to any litigation, arbitration, employment dispute, or governmental investigation or proceeding to which an Obligor is a party which could reasonably have a Materially Adverse Effect with respect to any Obligor; or (ii) the commencement of any material litigation, arbitration, employment dispute or governmental investigation or proceeding to which an Obligor is a party, the Sponsor will furnish to the Facility Agent notice thereof and copies of all documentation relating thereto; (h) without limiting any other provision of this Clause, the Sponsor as soon as possible and in any event within three Business Days after the Sponsor knows or has reason to know of the occurrence of any circumstance which could 18 reasonably have a Materially Adverse Effect with respect to the Sponsor, furnish notice of such occurrence; and (i) the Sponsor will furnish such other information with respect to the financial condition, business, property, assets, revenues and operations of any Obligor as any Finance Party may from time to time reasonably request in connection with the Project or any of the Operative Documents. 4.3 COMPLIANCE WITH LAWS The Sponsor will comply in all material respects with all Applicable Laws. 4.4 APPROVALS (a) The Sponsor will obtain, maintain in full force and effect, and comply in all respects with, all Approvals as may be required or advisable from time to time for the Sponsor to execute, deliver, perform and preserve its rights under any of the Operative Documents executed or to be executed by it in each case where failure to obtain, maintain in full force and effect and comply with such Approval which, may lead to a Materially Adverse Effect. (b) The Sponsor shall take all steps within its powers to obtain, maintain and when necessary renew all rights, powers, privileges, licences, consents, approvals and agreements the benefit of which it may enjoy from time to time and which may be of material benefit to it or the Project and defend any action, claim or other proceedings in any court or tribunal which may be brought against it by any person where failure to obtain, maintain, renew and defend such rights, powers, privileges, licences, consents, approvals or agreements may lead to a Materially Adverse Effect. 4.5 MAINTENANCE OF CORPORATE EXISTENCE The Sponsor will do and will cause to be done at all times all things necessary to maintain and preserve its corporate existence. 4.6 FOREIGN QUALIFICATION The Sponsor will do and will cause to be done at all times all things necessary to be duly qualified to do business and be in good standing (where such concept is relevant) as a foreign company or corporation in each jurisdiction where the nature of its business makes such qualification necessary. 4.7 PAYMENT OF TAXES, ETC. The Sponsor will pay and discharge, as the same may become due and payable, all taxes, assessments, fees and other governmental charges or levies against it or on any of its property, as well as claims of any kind or character (including claims for sums due for labour, material, supplies, personal property and services); provided, however, that the foregoing shall not require the Sponsor to pay or discharge any such tax, assessment, fee, charge, levy or claim: 19 (a) in respect of which the relevant invoice or demand for payment was issued not more than 120 days prior to the payment thereof (and in respect of which the Sponsor has, upon request, demonstrated to the satisfaction of the Required Secured Parties that it will pay prior to the end of such period); or (b) which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. 4.8 PROVISION OF STAFF The Sponsor shall ensure that there are sufficient competent technical and management employees engaged in connection with the Mine and the Project for the operation, development and maintenance of the Mine substantially in accordance with (if effective) the Development Plan. 4.9 ENVIRONMENTAL COVENANTS (a) The Sponsor will, and will use all reasonable efforts to ensure that each other Project Party will: (i) use and operate the Mine, the Project Assets and all of the facilities and properties related thereto in compliance with, keep all Approvals relating to environmental matters in effect and remain in compliance with, and handle all Hazardous Materials in compliance with, the Environmental Review Standards and with all applicable Environmental Laws and Environmental Licences, the breach of which could reasonably be expected to lead to: (x) any action being taken against the Sponsor or the Borrower or any other Project Party by any Governmental Agency or any other person; or (y) a Materially Adverse Effect occurring with respect to the Sponsor or the Borrower; and (ii) immediately notify the Security Trustee and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to the condition of the facilities and properties related to the Mine and the Project Assets or compliance with the Environmental Review Standards or Environmental Laws or Environmental Licences relating to the Project in either case which could reasonably be expected to result in: (x) any material action being taken against the Sponsor by any Governmental Agency or any other person; or (y) a Materially Adverse Effect occurring with respect to the Borrower, and shall promptly cure any non-compliance which is the subject matter of any actions and proceedings relating to 20 such Environmental Review Standards or Environmental Laws or Environmental Licences. (b) Without prejudice to clause (a), the Sponsor shall: (i) use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licences and other authorisations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws or Environmental Licences where failure to so comply would reasonably be expected to result in: (x) any action being taken against any Obligor by any Governmental Agency or any other person; or (y) a Materially Adverse Effect with respect to any Obligor; and (ii) provide such information and certifications which any Finance Party may reasonably request from time to time to evidence compliance with this clause. 4.10 PARI PASSU The Sponsor will ensure that its payment Obligations under this Agreement and each other Finance Document to which it is a party rank at least pari passu in right of payment with all of the Sponsor's present and future other unsecured indebtedness, other than any such indebtedness which is preferred by mandatory provisions of Applicable Law or any Finance Document. 4.11 ACCURACY OF INFORMATION The Sponsor shall ensure that factual information hereafter furnished by or on behalf of the Sponsor or any other Obligor in writing to any Finance Party for the purposes of or in connection with any Finance Document or any transaction contemplated thereby will be true and accurate in all material respects on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material fact necessary to make such information not misleading in any material respect. 4.12 PROJECT DOCUMENTS The Sponsor undertakes to ensure that, except to the extent expressly permitted pursuant to this Agreement or any other Finance Document: (a) it will not enter into any Material Agreement without the prior written consent of the Security Trustee; (b) to the extent reasonably within its control, any other relevant Project Party observes their respective obligations under all Project Documents to which it is a party in all material respects; 21 (c) it does not, other than with the prior written consent of the Security Trustee, abandon, settle, compromise or discontinue or become non-suited in respect of proceedings against any party in connection with any Project Document to which it is a party; and (d) it takes the action that a prudent, diligent and reasonable person would take to cause each party to a Project Document to which it is party to observe and perform its obligations in connection with that Project Document, and if that party defaults in the performance of those obligations to take the action that a prudent, diligent and reasonable person would take to enforce its resulting rights thereunder, unless the Security Trustee agrees otherwise in writing. 5. NEGATIVE COVENANTS 5.1 CERTAIN NEGATIVE COVENANTS The Sponsor agrees with each Finance Party that on and from the New Ownership Date, until (except in the case of Clauses 5.9 through 5.13 which shall apply until the Termination Date) the earlier of: (a) the Release Date; and (b) the date that all Guaranteed Obligations have been irrevocably and unconditionally paid and performed in full and the Lenders shall be under no further obligation to advance funds pursuant to the Loan Agreement, it will perform its obligations set forth in this Clause. 5.2 BUSINESS ACTIVITIES; ORGANIC DOCUMENTS; FISCAL YEAR (a) The Sponsor will not abandon or vary its principal business activity, being that of a mining and exploration company; provided, however, that such activity may be carried out directly or indirectly through any of its subsidiaries; (b) The Sponsor will not (without first promptly notifying the Security Trustee): (i) change, or permit any change to, its corporate name or to any material provision of its Organic Documents; or (ii) change its Fiscal Year. 5.3 FINANCIAL CONDITION OF THE SPONSOR The Sponsor will not, on any date, between the period commencing on the New Ownership Date and ending on the Release Date, permit: (a) its Net Worth to be less than U.S.$18,000,000; or (b) its ratio of Current Assets to Current Liabilities to be less than 1:1; or (c) the ratio of: 22 (i) Operating Cash Flow for any 6 month period; to (ii) Interest expense of the Group for such period, to be less than 4:1; or (d) the ratio of (i) Financial Indebtedness, of the Group; to (ii) Net Worth, to be, at any time, more than 1.5:1; or (e) the ratio of: (i) indebtedness (but not including any royalty payment obligation pursuant to a Royalty Agreement or the Barnex Agreement) of the Group; to (ii) Net Worth, to be, at any time, more than 1.5:1. 5.4 RESTRICTIVE AGREEMENTS, ETC. The Sponsor will not enter into any agreement (excluding this Agreement and the other Finance Documents to which it is a party): (a) prohibiting the creation or assumption of any lien upon its properties, revenues or assets, whether now owned or hereafter acquired; or (b) restricting the ability of the Sponsor to amend or otherwise modify this Agreement or any other Operative Document. 5.5 INCONSISTENT AGREEMENTS The Sponsor will not enter into any agreement containing any provision which would be violated or breached by the making of the Loans or by the performance by the Sponsor of its obligations hereunder or under any other Operative Document. 5.6 PROJECT DOCUMENTS The Sponsor shall not, without the prior written consent of the Security Trustee: (a) amend, modify or waive any provision of any Project Document to which it is a party; or (b) terminate (other than in accordance with its terms (excluding, however, as a result of the breach of any obligation by any party thereto)) or replace, any Project Document to which it is a party, provided that if a Contractor has defaulted under any Project Document or such Project Document has expired, the Borrower may within 45 days of such default or expiry replace such 23 Contractor with another Contractor acceptable to the Security Trustee on substantially similar terms to such Project Document. 5.7 ACTIONS UNDER PROJECT DOCUMENTS The Sponsor will not take or refrain from taking any action under any of the Project Documents which would have a material adverse effect on: (a) the ability of the Borrower to consummate the Project and operate the Mine in accordance with the Development Plan; (b) any collateral subject to any Security Agreement and the perfection and priority of the liens granted or purported to be granted therein; or (c) the ability of the Sponsor to pay and perform its Obligations. 5.8 ROYALTY AGREEMENTS The Sponsor will not enter into any agreement relating to the granting of royalties or net profits interests in connection with the Project other than as set forth in the royalty agreements listed in Item 2 ("ROYALTY AGREEMENTS") of the Disclosure Schedule. 5.9 NOTICE OF TERMINATION The Sponsor undertakes to the Security Trustee that: (a) it will not exercise or seek any right of termination of, or discontinue the performance of any of its obligations under, the Management Agreement (any such action being referred to as "TERMINATION ACTION"), without first giving to the Security Trustee a Termination Notice specifying the event giving rise to such right of termination; (b) for a period of thirty days following receipt by the Security Trustee of a Termination Notice (the "SUSPENSION PERIOD"), it will not take any Termination Action. The Suspension Period may run concurrently with the period of, and the Termination Notice may be served at the same time as, any notice of default (or similar notice) served by the Sponsor under the Management Agreement, provided that the Sponsor shall not take any Termination Action until the end of the Suspension Period; and (c) if the Security Trustee has served a Step-in Notice pursuant to Clause 7.1, it will not terminate the Management Agreement until the expiration of the Step-in Period. 5.10 AMENDMENTS TO THE MANAGEMENT AGREEMENT The Sponsor will not amend or agree with the Borrower any amendments to any of the terms of the Management Agreement without the prior written consent of the Security Trustee. 24 5.11 ASSIGNMENT OF MANAGEMENT AGREEMENT The Sponsor will not assign, transfer or otherwise dispose of any of its rights or obligations under the Management Agreement without obtaining the prior written consent of the Security Trustee. 5.12 PAYMENTS TO THE BORROWER The Sponsor undertakes to pay to such account at such bank as the Security Trustee may from time to time notify by way of a Payment Notice to the Sponsor all moneys payable by the Sponsor to the Borrower under or in connection with the Management Agreement. 5.13 INFORMATION The Sponsor shall provide the Security Trustee with the following information both promptly upon the occurrence of the event in question and promptly following a request therefor from the Security Trustee: (a) any breach by the Borrower of any terms of the Management Agreement; or (b) the occurrence of any event or circumstance that makes or is likely to make it impossible for the Sponsor to perform any of its obligations under the Management Agreement in accordance with its terms; or (c) any Termination Action by the Sponsor. 6. ACKNOWLEDGMENTS AND CONSENTS OF THE SPONSOR 6.1 CONSENT TO SECURITY The Sponsor hereby: (a) acknowledges that this Agreement shall constitute notice in writing to it of the security created or to be created by the Security Agreement over the right, title, benefit and interest of the Borrower under the Management Agreement; (b) consents for purposes of the Management Agreement to the creation and subsistence of such security and the exercise by the Security Trustee of all its rights and remedies with respect to such security; and (c) without in any way limiting the consent in clause (b) and to the extent that it is required by any relevant provision of the Management Agreement, consents to any assignment by the Borrower to the Security Trustee of its rights and interest in the Management Agreement. 6.2 NO LIABILITY The Sponsor agrees and acknowledges that, notwithstanding anything to the contrary contained in this Deed, the Borrower will remain liable to observe and perform all of the Borrower's obligations under the Management Agreement and neither the Security Trustee nor any of the other Finance Parties will be under any obligation or 25 liability with respect to those obligations by reason of or arising out of this Deed. Neither the Security Trustee nor any of the other Finance Parties will be required in any manner to perform or fulfill any obligations of the Borrower under the Management Agreement, or to make any payment, or make any enquiry as to the nature or sufficiently of any payment received by it, or to present file any claim or take any other action to collect or enforce any of the Borrower's rights under the Management Agreement. 6.3 TERMINATION OF MANAGEMENT AGREEMENT The Borrower may not terminate the Management Agreement without the prior written consent of the Security Trustee, and the Sponsor acknowledges and agrees that no such termination shall be valid or effective without the prior written consent of the Security Trustee. 7. STEP-IN AND STEP-OUT RIGHTS 7.1 EXERCISE OF STEP-IN RIGHTS At any time during the Suspension Period the Security Trustee may give a notice (a "STEP-IN NOTICE") to the Sponsor: (a) requiring the Sponsor to continue to perform its obligations under the Management Agreement for the duration of the Step-in Period; and (b) acknowledging that the Substitute Entity notified to the Sponsor is to become a joint and several obligor with the Borrower in respect of the obligations of the Borrower under the Management Agreement arising during the Step-in Period and will undertake to the Sponsor to discharge all payments then due to the Sponsor under the terms of the Management Agreement within thirty days. 7.2 OPERATION OF STEP-IN RIGHTS During the Step-in Period the Substitute Entity shall enjoy all rights of the Borrower under the Management Agreement and shall be jointly and severally liable with the Borrower for the performance of all the obligations of the Borrower under the Management Agreement which arise during the Step-in Period and for payment of any sums which arise before the Step-in Period but, as between the Borrower and the Substitute Entity, the latter alone (to the exclusion of the Borrower) shall have the authority to deal with the Sponsor and exercise the powers and discretions available to the Borrower under the Management Agreement and the Borrower shall not be released, nor shall its liability be affected or impaired, as a result of the exercise by the Substitute Entity alone of any such authority, powers or discretions or by any other act or omission on the part of, or indulgence or release granted to, the Substitute Entity, whether or not with the knowledge or consent of the Borrower. 7.3 TERMINATION ACTION DURING STEP-IN PERIOD During the Step-in Period: (a) any grounds for the Sponsor to take Termination Action, whether outstanding or continuing on or arising before or after the Step-in Date, shall, to the extent 26 such grounds are caused by any act or default of the Borrower, be deemed not to have effect; but (b) any grounds for the Sponsor to take Termination Action caused by an act or default of the Substitute Entity shall give rise to the Sponsor's right to take Termination Action. 7.4 SPONSOR'S OBLIGATIONS DURING STEP-IN PERIOD During the Step-in Period, the Sponsor shall owe its obligations, liabilities and duties with respect to the performance of the Management Agreement to the Borrower and the Substitute Entity jointly but receipt of, or performance by the Sponsor in favour of, either of them shall be a good discharge. 7.5 STEP-OUT RIGHTS The Substitute Entity, on giving the Sponsor not less than thirty days' prior written notice (a "STEP-OUT NOTICE"), may terminate its obligations, liabilities and duties to the Sponsor under this Agreement and the Management Agreement (but without affecting the continuation of the Borrower's obligations towards the Sponsor under the Management Agreement). 7.6 TERMINATION OF STEP-IN PERIOD From the last day of the Step-in Period, the Substitute Entity shall be released from all obligations, liabilities and duties under this Agreement and the Management Agreement towards the Sponsor other than those that arose during the Step-in Period but have not been fully performed. 7.7 ADDITIONAL STEP-IN RIGHTS Notwithstanding that, as between the Borrower and the Sponsor, the Sponsor's right of termination of the Management Agreement may not have arisen, the provisions of Clause 7.1 shall nevertheless apply if the Security Trustee gives notice to the Sponsor and the Borrower and the Substitute Entity complies with the requirements on its part under Clause 7.1. 8. MISCELLANEOUS PROVISIONS 8.1 CERTIFICATE A certificate, determination, notification or opinion of the Security Trustee as to any amount payable under any Finance Document will be conclusive and binding on the Sponsor except in the case of manifest error. 8.2 LATE PAYMENTS (a) If the Sponsor fails to pay any amount payable by it to a Finance Party under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate two per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, 27 constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by (in the case of amounts due to the Security Trustee) the Security Trustee, (in the case of amounts due to a Lender or the Facility Agent) the Facility Agent or (in the case of amounts due to a Royalty Holder) each Royalty Holder (in each case, acting reasonably). Any interest accruing under this Clause 6.2 shall be immediately payable by the Sponsor on demand by the person to whom such amount is payable or (in the case of the Lenders) the Facility Agent. (b) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable. 8.3 APPLICATIONS FOR MONIES For the purpose of or pending the discharge of any of the Guaranteed Obligations, but subject to the provisions of the Common Terms Agreement, the Security Trustee may convert any monies received, recovered, or realised or subject to application by the Security Trustee under this Agreement (including the proceeds of any previous conversion under this Agreement) from their existing currency or denomination into such other currency of denomination in the manner contemplated by the Common Terms Agreement, mutatis mutandis. Each previous reference in this Clause to a currency extends to any funds of that currency and, for the avoidance of doubt, funds of one currency may be converted into different funds of the same currency. 8.4 ASSIGNMENT All of the rights, privileges, remedies and options provided to the Security Trustee hereunder shall enure to the benefit of its successors and permitted assigns as set forth in the Common Terms Agreement. The Sponsor may not assign its rights nor delegate its obligations hereunder. 8.5 SEVERABILITY If at any time any provision hereof or of any other Finance Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. 8.6 WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Security Trustee, the Sponsor and the Required Secured Parties; provided, however, that no such amendment, modification or waiver which would materially reduce the obligations of the Sponsor under this Agreement shall be made without the consent of each Secured Party; and provided that nothing in this Clause 8.6 shall prevent the Security Trustee exercising its rights against the Sponsor pursuant to any Finance Document unless it is directed otherwise by the Required Secured Parties and notwithstanding the Contracts (Third Party Rights) Act 1999, except as stated in this 28 Clause, no consent is required from any other person to amend the provisions of this Agreement. 8.7 COUNTERPARTS, EFFECTIVENESS, ETC. This Agreement may be executed by the parties hereto in several counterparts, each of which shall, when executed, be deemed to be an original and all of which shall constitute together one and the same agreement. This Agreement shall become effective on the date (the "EFFECTIVE DATE") when counterparts hereof executed on behalf of the Sponsor shall have been received by the Security Trustee. 8.8 NOTICES All notices and other communications provided to any party hereto under this Agreement shall be in writing and shall be sent by hand delivery, courier delivery, email (if the receiving party shall have email facilities (and copied by facsimile)) or facsimile and addressed or delivered to it at its address set forth below its signature hereto and designated as its "ADDRESS FOR NOTICES" or at such other address as may be designated by such party. Any notice: (a) if sent by hand delivery or courier delivery, shall be deemed received when delivered; and (b) if transmitted by email (and copied by facsimile) or facsimile, shall be deemed given when transmitted by facsimile (answerback received at both the beginning and end of the relevant transmission and transmission confirmed by the sending facsimile machine in the case of facsimiles). 8.9 COSTS AND EXPENSES The Sponsor agrees to: (a) pay or (by way of loan) cause the Borrower to pay on demand all reasonable out-of-pocket expenses of each Finance Party for: (i) the negotiation, preparation, execution and delivery of this Agreement and each other Finance Document, including Schedules; (ii) for the cost of preparing the Development Plan; (iii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Finance Document or the Development Plan as may from time to time hereafter be required whether or not the transactions contemplated hereby are consummated, (b) pay or (by way of a loan) cause the Borrower to pay all reasonable out-of-pocket expenses (inclusive as aforesaid) of the Representatives (including reasonable fees and expenses of legal advisers to each Representative) on a full indemnity basis and any stamp or other taxes incurred in connection with the preparation and review of the form of any Instrument relevant to this Agreement or any other Finance Document, the consideration of legal questions relevant hereto and thereto and the filing, recording, refiling or re- 29 recording of any Finance Document and all amendments or supplements to any thereof and any and all other documents or Instruments of further assurance required to be filed or recorded or refiled or re-recorded by the terms hereof or of any other Finance Document. (c) pay or (through a loan) cause the Borrower to pay on demand all reasonable out-of-pocket expenses of each Finance Party's officers or agents incurred during the period from the New Ownership Date to the Release Date, in connection with its annual on-site inspections of the Mine and all fees and expenses of the Independent Engineer for the preparation of the Technical Review, each Annual Independent Engineer's Report and other reports required of it (whether or not such documents are actually completed), the fees and expenses of any Expert, the fees and expenses of the independent chartered accountants and certified public accountants in connection with the performance of their duties described in Clause 15.3 of the Common Terms Agreement, the certification of each Compliance Certificate and any compliance certificate provided under this Agreement, the Economic Completion Certificate or any other matter relating to the Project and the Mine, and all reasonable fees and expenses of the Insurance Consultant and the Project Account Banks in connection with the performance of their respective duties referred to herein; and (d) reimburse each Finance Party upon demand for all out-of-pocket expenses (including fees and expenses of legal advisers to such Finance Party on a full indemnity basis) incurred by such Finance Party in connection with: (i) the negotiation and completion of any restructuring or work-out, whether or not consummated whatever the nature of such expenses are, of any Obligations of the Sponsor; and (ii) the enforcement of any Obligations of the Sponsor. The liability of the Sponsor to pay expenses pursuant to Clause (a)(i) and (b) in respect of expenses incurred prior to the New Ownership Date shall not exceed an aggregate amount of Pound Sterling50,000. 8.10 INDEMNIFICATION The Sponsor hereby indemnifies, exonerates and holds each Finance Party and each of its officers, directors, shareholders, employees, advisers and agents (the "INDEMNIFIED PARTIES") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages and expenses in connection therewith (including reasonable fees and expenses of legal advisers on a full indemnity basis and inclusive of United Kingdom or Ghanaian value added tax or other similar tax payable in connection therewith and including any amount paid by any Lender to either Representative (the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties (in the case of (b) and (c) up to the date which is 6 months following the Termination Date) or any of them as a result of, or arising out of, or relating to: 30 (a) the entering into and performance of this Agreement and any other Finance Document to which the Sponsor is a party by any of the Indemnified Parties; (b) any investigation, litigation or proceeding related to any environmental clean-up, audit, compliance or other matter relating to the protection of the environment or the release by any Obligor of any Hazardous Material; or (c) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release or threatened release from, any real property owned or operated by any Obligor of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, such Obligor, except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's negligence or wilful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, each Obligor hereby jointly and severally agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law; provided, however, that the Sponsor's liability pursuant to sub-clauses (b) and (c) shall exclude any liability incurred by any Lender or Representative solely in its capacity as a lender (or agent or representative of a lender) to Satellite Goldfields Limited. 8.11 TAXES (a) All payments by the Sponsor of principal of, and interest on, the Guaranteed Obligations and all other amounts payable pursuant to this Agreement or any other Finance Document to which the Sponsor is a party to any Finance Party shall be made free and clear of, and without deduction for any, present or future income, excise, stamp or other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority of any jurisdiction, in each case other than franchise taxes and taxes imposed on or measured by the recipient's net income or receipts (such non-excluded items referred to as "TAXES") other than as required by Applicable Law. In the event that any withholding or deduction from any payment to be made by the Sponsor hereunder or under any other Finance Document is required in respect of any Taxes pursuant to any Applicable Law, the Sponsor will: (i) to the extent that any such Taxes are payable by the Sponsor, pay directly to the relevant authority the full amount to be so withheld or deducted; (ii) promptly forward to the recipient of such payment an official receipt or other documentation satisfactory to the recipient of such payment (to the extent the same is available to the Sponsor) evidencing such payment to such authority; and (iii) pay to the recipient of such payment for the account of the person or persons entitled thereto such additional amount or amounts as is necessary to ensure that the net amount actually received by such 31 person will be equal to the full amount such person would have received had no such withholding or deduction been required; (b) If any Taxes are directly asserted against any Finance Party with respect to any payment received by such Finance Party hereunder or under any other Finance Document to which the Sponsor is a party, such Finance Party may pay such Taxes and the Sponsor will promptly pay such additional amounts (including any penalties, interest or expenses except to the extent that the same are incurred as a result of the negligence or wilful misconduct of such Finance Party) as is or are necessary in order that the net amount received by such Finance Party after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Finance Party would have received had such Taxes not been asserted; (c) If the Sponsor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient of such payment, for its own account and/or, as the case may be, the account of the relevant Finance Parties, the required receipts or other required documentary evidence, the Sponsor shall indemnify the recipient of such payment or such Finance Parties, as the case may be, for any incremental Taxes, interest or penalties that may become payable by any such Finance Party as a result of any such failure (excluding, however, any such incremental Taxes, interest or penalties incurred as a result of the negligence or wilful misconduct of such Finance Party). For the purposes of this Clause, a distribution hereunder or under any other Finance Document by a Representative, the Facility Agent or any Lender to or for the account of any Lender or other Finance Party shall be deemed a payment by the Sponsor; (d) The Finance Parties agree to cooperate with the Sponsor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount of Taxes required to be deducted or withheld on account of any payment made by the Obligor under this Agreement or any other Finance Document; provided, however, that no Finance Party shall be under any obligation to execute and deliver any such form if, in the opinion of such Finance Party, completion of any such form might reasonably be expected to result in an adverse consequence with respect to the business or tax position of such Finance Party. (e) The Sponsor hereby further indemnifies, exonerates and holds each Indemnified Party free and harmless from and against any and all Indemnified Liabilities incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to any Taxes payable in connection with any payment made: (i) to the Sponsor by the Borrower, or (ii) to any Finance Party in respect of any Royalty Agreement, including without limitation, any loss suffered by any Finance Party (including as a result of the decrease in value of any lien) as a result of any Governmental Agency assessing any Taxes (either on the Borrower or 32 such Finance Party) on any payment made pursuant to any Royalty Agreement, and to the extent any Taxes are payable on any such payment, the Sponsor shall make a cash loan to or equity investment in the Borrower in an amount equal to such Taxes and shall pay such loan or equity investment into a Project Account not held with a bank in Ghana. 8.12 TAX CREDITS If the Sponsor pays any additional amount under Clause 8.11(a) (a "TAX PAYMENT") and any Finance Party effectively obtains a refund of tax or credit against tax on its overall net income, by reason of that Tax Payment (a "TAX CREDIT"), and the Finance Party is able to identify the Tax Credit as being attributable to the Tax Payment, then the Finance Party shall reimburse to the Sponsor such amount as it shall determine to be the proportion of the Tax Credit as will leave the Finance Party after that reimbursement, in no better or worse position than it would have been in if the Tax Payment had not been required. Each Finance Party shall have an absolute discretion as to whether to claim any Tax Credit and, if it does claim, the extent, order and manner in which it does so. No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to the Sponsor. Nothing shall interfere with the right of each Finance Party to arrange its tax affairs in whatever manner it thinks fit. 8.13 SET OFF The Sponsor authorises each Finance Party after the occurrence of an Event of Default to apply any credit balance to which the Sponsor is entitled on any account of the Sponsor with that Finance Party (at any office and in any currency or commodity (including Gold)) in or towards satisfaction of any sum due and payable from the Sponsor to any Finance Party hereunder and for this purpose, each Finance Party is authorised to purchase with the moneys standing to the credit of any such account such other currencies as may be necessary to effect such application. No Finance Party shall be obliged to exercise any right granted to it pursuant to this Clause. 8.14 CURRENCY OF PAYMENT (a) If: (i) any amount payable by the Sponsor under this Agreement or any Finance Document is received by a Finance Party entitled thereto in a currency (the "PAYMENT CURRENCY") other than the amount agreed to be payable in the currency in which the relevant Obligation is denominated (the "RELEVANT CURRENCY"), whether as a result of any judgement or order or the enforcement thereof, the liquidation of the Sponsor or otherwise; and (ii) the amount produced by converting the Payment Currency so received into the Relevant Currency is less than the required amount of the Relevant Currency, then the Sponsor shall, as an independent obligation separate and independent from its other obligations 33 contained hereunder and in any other Finance Document, indemnify such Finance Party for the deficiency and any loss sustained as a result. (b) Such conversion shall be made promptly following receipt at such prevailing rate of exchange in such market as is reasonably determined by such Finance Party as being most appropriate for the conversion. The Sponsor shall in addition pay the reasonable costs of the conversion. The Sponsor waives any right it may have in any jurisdiction to pay any amount under this Agreement or any other Finance Document in a currency other than the Relevant Currency. (c) For the purposes of this Clause, a distribution hereunder or under any other Finance Document by a Finance Party to or for the account of another Finance Party shall be deemed to be a payment by the Sponsor. 8.15 ROLE OF THE LAW DEBENTURE TRUST CORPORATION P.L.C. The Sponsor acknowledges that The Law Debenture Trust Corporation p.l.c. is a party to the Asset Sale Agreements, the First Royalty Agreement and the Common Terms Agreement in its capacity as security trustee pursuant to the Definition & Common Terms Agreement dated May 9, 1998 (as amended) between, inter alia, Satellite Goldfields Limited and certain other parties. 8.16 NO OBLIGATIONS FOR MINE It is expressly understood that none of the Independent Engineer, the Insurance Consultant or any Finance Party assumes any obligation to the Sponsor or any other party in respect of the operation, development, exploration and production of the Mine in accordance with the Development Plan or otherwise. 8.17 SURVIVAL The obligations of the Sponsor under Clauses 8.9, 8.10, 8.11 and 8.14 and all obligations of the Finance Parties pursuant to Clause 8.12, shall, in each case, survive any termination of this Agreement. The representations and warranties made and indemnity and reimbursement obligations of the Sponsor in this Agreement and in each other Finance Document to which it is a party shall survive the execution and delivery of this Agreement and each such other Finance Document. 8.18 HEADINGS The various headings of this Agreement and of each other Finance Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Finance Document or any provisions hereof or thereof. 8.19 ENGLISH LANGUAGE This Agreement and the other Finance Documents have been negotiated in English and executed in the English language. All certificates, reports, notices and other documents and communications given or delivered pursuant to this Agreement and the other Finance Documents shall be in the English language or, if not in the English language, shall be accompanied by a certified English translation thereof. In the case 34 of any document originally issued in a language other than English, the English language version of any such document shall, absent manifest error, control the meaning and interpretation of the matters set forth therein. 8.20 DELAY No failure or delay on the part of any Finance Party in exercising any power or right under this Agreement or any other Finance Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Sponsor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Finance Party under this Agreement or any other Finance Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. 9. GOVERNING LAW AND SUBMISSION TO JURISDICTION 9.1 LAW. This Agreement and all matters and disputes relating hereto shall be governed and construed in accordance with English law. 9.2 JURISDICTION OF ENGLISH COURTS (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "DISPUTE"). (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. (c) This Clause 7.2 is, as against the Sponsor, for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings against the Sponsor relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings against the Sponsor in any number of jurisdictions. 9.3 FORUM. The Sponsor irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 7.2 being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. 9.4 NON-EXCLUSIVE. The submission to the jurisdiction of the courts referred to in Clause 7.2 shall not (and shall not be construed so as to) limit the right of any Finance Party to take 35 proceedings against the Sponsor in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. 9.5 WAIVER OF IMMUNITY. To the extent that the Sponsor may be entitled in any jurisdiction to claim for itself or its assets, immunity from suit, execution, attachment or other legal process whatsoever, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. 9.6 SERVICE OF PROCESS Without prejudice to any other mode of service allowed under any relevant law, the Sponsor (a) hereby irrevocably appoints: Moriah Limited (No. 03991620) a company incorporated in England and Wales and having its registered office at 60A Manchuria Road, London SW11 6AE as its agent for service of process (the "PROCESS AGENT") in relation to any proceedings before the English courts in connection with any Finance Document; and (b) agrees that failure by the Process Agent to notify the Borrower of the process will not invalidate the proceedings concerned. The parties hereto have caused this Agreement to be duly executed and delivered as a deed on the day and year first above written. 36 EXECUTED as a Deed on behalf of GOLDEN STAR RESOURCES LTD. Signature: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Witness: ------------------------------------ Name: ------------------------------------ Address: ------------------------------------ ------------------------------------ ------------------------------------ Occupation: ------------------------------------ -S1- EXECUTED as a Deed on behalf of STANDARD BANK LONDON LIMITED, as Security Trustee Signature: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ and Signature: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ -S2- SCHEDULE 1 DISCLOSURE SCHEDULE Item 1 Subsidiaries No Name Jurisdiction of Incorporation - ---- ------------------------------------- ----------------------------- 1. Golden Star Resources Ltd Canada(1) 2. Golden Star Holdings Ltd* Barbados 3. Golden Star Management Ltd* Bahamas 4. Venezuela Investments Ltd* Barbados 5. Venhold Investments (1994) Ltd Barbados 6. Pan African Resources Corporation Yukon 7. Pan African Resources Corporation Barbados(2) 8. PARC Dioulafoundou Ltd* Barbados 9. PARC Gabon SA* (99.9%) Gabon 10. PARC Cote d'Ivoire SA (99.9%) Ivory Coast 11. PARC Fougala* (99.3%) Mali 12. Southern Star Resources Ltd* Barbados 13. Southern Star Bolivia SRL* Bolivia 14. Estrela Sul do Brasil Empreendimentos Brazil LTDA* 15. Estrela de Ouro Empreendimentos LTDA* Brazil (49%) 16. Southern Star Equador SA* Ecuador 17. Southern Star Argentina* Barbados 18. Guyanor Ressources S.A. (72.6%) France(3) 19. Societe de Travaux Publics et de Mines France Auriferes en Guyane 20. Societe des Mines de St-Elie France(4) 21. Societe des Mines de Yaou & Dorlin (50%) France - ---------- (1) Registered in Colorado, Florida, New York, Suriname, Guyana, Eritrea, Ethiopia, Ivory Coast. (2) Registered in Kenya, Eritrea, Sierra Leone, Mali, Burkina Faso. (3) Rights issue, approved by shareholders, scheduled for Q4, 2002 could increase ownership to greater than 90%. (4) Subject to sale pending French regulatory approval. * Denotes inactive, with no material assets or liabilities. SS-1 22. Societe des Mines de Yaou & Dorlin (50%) France(5) 23. Caystar Holdings Cayman Islands 24. Bogoso Holdings Cayman Islands 25. Bogoso Gold Limited (90%) Ghana 26. Barnex (Ghana) Limited Ghana 27. New Century Mines Ghana(6) 28. GSR (IOM) Limited Isle of Man(7) 29. Barnex (Prestea) Limited Ghana(8) 30. Wasford Holdings Cayman Islands 31. Wexford Goldfields Limited (90%) Ghana(9) 32. JCI (Ghana) Limited Ghana(10) - - Means inactive with no material assets or liabilities. Item 2 Royalty Agreements By virtue of the Minerals Royalties Regulations 1987 (L.I. 1349), mining companies are subject to the payment of royalties to Ghana based on profitability in terms of operating ratios which is the ratio expressed in terms of the percentage which the operating margin bears to turnover during each royalty period. The rate of royalty payable according to the law as: (c) Where the operating ratio is thirty per cent (30%) or less, the rate of royalty payment is three per cent (3%) of turnover or gross value of minerals won. (d) where the operating ratio is more than thirty per cent (30%) but less than seventy per cent (70%) the rate of royalty payment is three per cent (3%) plus 0.225 of every one per cent (1%) by which the operating ratio exceeds thirty per cent (30%). (e) where the operating ratio is seventy per cent (70%) or more the rate of royalty payment is twelve per cent (12%). (f) See also the Deed of Warranty. The Borrower has or will enter into the First Royalty Agreement and has or will enter into a royalty agreement with the Lenders and Standard Bank London Limited. - ---------- (5) Subject to purchase pending French regulatory approvals. (6) Unincorporated JV with Prestea Gold Resources Limited (45%) and the Government of Ghana (10%) on the Prestea Underground. (7) Merged with Bogoso Holdings as at January 1, 2002. (8) Merged with Bogoso Gold Limited on January 1, 2002. (9) Subject to purchase pending final documentation and Ghanaian regulatory approvals. (10) Subject to purchase pending confirmation of renewal of the primary asset by the Government of Ghana. BoG approval for the transfer of shares already obtained. SS-2 Item 3 Material Agreements 1. All Operative Documents and all documents provided to the Facility Agent prior to the New Ownership Date and identified by an attached certificate signed by an Authorised Officer of the Borrower as a "MATERIAL AGREEMENT". SS-3 SCHEDULE 2 FORM OF COMPLIANCE CERTIFICATE To: [Standard Bank London Limited] as Security Trustee From: Golden Star Resources Ltd. Dated: Dear Sirs SUPPORT AGREEMENT, DATED [-], 2002, BETWEEN (1) GOLDEN STAR RESOURCES LTD., AS THE SPONSOR, AND (2) STANDARD BANK LONDON LIMITED, AS THE SECURITY TRUSTEE (THE "AGREEMENT") 1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2. We confirm that as at (11)[ ] (the "COMPLIANCE DATE") and as at the date hereof: (a) our Net Worth is (12)[ ]; or (b) our ratio of Current Assets to Current Liabilities is (13) [ ]; or (c) the ratio of: (i) Operating Cash flow for the 6 month period prior to the Compliance Date; to (ii) Interest expense of the Group for such period is (14)[ ] (d) the ratio of (i) Financial Indebtedness of the Group; to (ii) Net Worth, As at the Compliance Date is (15)[ ] - ---------- (11) Compliance Date: date of most recent accounts/Release Date (12) not to be less than U.S.$18,000,000 (13) not to be less than 1:1 (14) not to be less than 4:1 SS-4 (e) The ratio of: (i) indebtedness of the Group; to (ii) Net Worth Is not more than (16)[ ] 3. [We confirm that no Default is continuing.](17) Signed: ----------------------------------- Director of Golden Star Resources Ltd. - ---------- (15) not to be more than 1.5:1 (16) not to be more than 1.5:1 (17) If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it. SS-5 SCHEDULE 3 PAYMENT NOTICE TO: Golden Star Resources Ltd. We refer to the Support Agreement dated [_], 2002 (the "Agreement") between Golden Star Resources Ltd. and Standard Bank London Limited, as security trustee. Pursuant to Clause 5.2 of the Agreement we set forth below the account into which you shall pay all monies payable by yourselves to the Borrower under or in connection with the Management Agreement. Account to which moneys are to be forwarded ----------------------------- ----------------------------- ----------------------------- Capitalised terms used but not otherwise defined herein shall have the meanings provided in the Agreement. Dated this _______ day of ___________, 2002. STANDARD BANK LONDON LIMITED as the Security Trustee By: ----------------------------- Name: ----------------------------- Title: ----------------------------- SS-6 EX-2.8 10 v84639exv2w8.txt EXHIBIT 2.8 Dated September 13, 2002 (1) WEXFORD GOLDFIELDS LIMITED, as the Borrower (2) BAYERISCHE HYPO-UND VEREINSBANK AG, DRESDNER BANK AG LONDON BRANCH, FORTIS BANK (NEDERLAND) N.V., and STANDARD BANK LONDON LIMITED, as the Lenders (3) STANDARD BANK LONDON LIMITED, as the Agent ---------------------------------------------- WASSA GOLD PROJECT CONVERSION AGREEMENT ---------------------------------------------- Mayer, Brown, Rowe & Maw 11 Pilgrim Street London EC4 6RW TABLE OF CONTENTS

PAGE 1. DEFINITIONS AND INTERPRETATION.........................................2 2. CONVERSION.............................................................3 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.........................3 4. NO IMPLIED WAIVERS.....................................................4 5. GENERAL................................................................4 6. ASSIGNMENT.............................................................4 7. COUNTERPARTS...........................................................5 8. GOVERNING LAW AND SUBMISSION TO JURISDICTION...........................5

SCHEDULE INITIAL PERCENTAGE ALLOCATION OF GOLD ROYALTY -i- THIS CONVERSION AGREEMENT (as amended, modified or supplemented from time to time, this "DEED") is made on , 2002 BETWEEN: (1) WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the Republic of Ghana (the "BORROWER"); (2) BAYERISCHE HYPO-UND VEREINSBANK AG, DRESDNER BANK AG LONDON BRANCH, FORTIS BANK (NEDERLAND) N.V. and STANDARD BANK LONDON LIMITED (collectively, the "LENDERS"); and (3) STANDARD BANK LONDON LIMITED, a company incorporated under the laws of England, in its capacity as the Agent under the Loan Agreement (the "AGENT"). WHEREAS (A) Pursuant to the terms and conditions of the Loan Agreement, dated 26 June, 2002 (as amended, modified or supplemented from time to time, the "LOAN AGREEMENT"), between the Borrower, the Lenders and the Agent, the Lenders have or will advance to the Borrower a Facility B Loan in an aggregate principal amount of U.S.$5,000,000 for the purposes of funding the deferred purchase price for an acquisition of assets by the Borrower. (B) The parties to the Loan Agreement have agreed that the obligations of the Borrower to the Lenders in connection with the repayment of the Facility B Loan (including interest accrued in respect thereof) shall be satisfied and discharged and replaced by the Borrower's agreement to pay the gold royalty set forth in the Royalty Agreement, dated the date hereof (as amended, modified or supplemented from time to time, the "SECOND ROYALTY AGREEMENT") between the Borrower, the Lenders and the Agent. NOW THIS DEED WITNESSES as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS "AGENT" is defined in the preamble; "BORROWER" is defined in the preamble; "CONVERSION DATE" means the first date upon which the following conditions shall have been satisfied: (a) each Lender shall have received evidence to its satisfaction (acting reasonably) that all Approvals required for the performance of the Borrower's obligations (and the receipt by each party of any payment to be made to each party) pursuant to the Second Royalty Agreement shall have been received by such Lender; and (b) no Default shall have occurred or be continuing. "DEED" is defined in the preamble; "GOLD ROYALTY" has the meaning provided in the Second Royalty Agreement; "LENDER PARTIES" means, collectively, the Lenders and the Agent; "LENDERS" is defined in the preamble; "LOAN AGREEMENT" is defined in Recital (A); and "SECOND ROYALTY AGREEMENT" is defined in Recital (B). 1.2 INTERPRETATION (a) capitalised terms used but not defined in this Deed (including in the preamble hereto) have the same meanings as in the Loan Agreement and/or the Common Terms Agreement; (b) this Deed is a Finance Document and shall be interpreted and construed in accordance with the terms and provisions of the Loan Agreement and/or Common Terms Agreement (including Clauses 1.2 to 1.5 thereof which are hereby incorporated into this Deed with all necessary consequential changes); and (c) the parties hereto intend that this document shall take effect as a deed. 2. CONVERSION (a) With effect from the Conversion Date, each of the parties hereto agrees that the obligations of the Borrower (to the extent not already performed) to repay to each Lender the principal amount of the Facility B Loan and all interest accrued thereon shall be satisfied and discharged and replaced by the obligations of the Borrower to pay the Gold Royalty to each Lender contained in the Second Royalty Agreement as supplemented by the terms and conditions of this Deed. (b) The Gold Royalty shall initially be allocated between each Lender in the percentages set forth in the Schedule to this Deed. For the avoidance of doubt the obligation of the Borrower to pay the specified percentage allocation of the Gold Royalty shall be enforceable by each Lender as an individual obligation of the Borrower to such Lender. (c) Except for the obligations discharged pursuant to Clause 2(a), each of the obligations and liabilities of the Borrower contained in the Loan Agreement 3 shall continue in full force and effect without amendment or modification of any nature whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower hereby represents and warrants to each Lender Party on the date of this Deed in the terms set out below: (a) each of this Deed and the Second Royalty Agreement constitutes the Borrower's legal, valid and binding obligations, is within its powers, has been duly authorised by it and does not and will not breach its constitutional documents or any other document binding on it or violate any applicable law, rule or regulation binding on it; and (b) it has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of each of this Deed and the Second Royalty Agreement and the transactions contemplated by each of this Deed and the Second Royalty Agreement. 4. NO IMPLIED WAIVERS 4.1 NO WAIVERS No failure or delay by any Lender Party in exercising any right, power or privilege under this Deed shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 4.2 RIGHTS CUMULATIVE The rights and remedies of the Lender Parties provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law. 4.3 WAIVERS IN WRITING A waiver given or consent granted by any Lender Party under this Deed will be effective only if given in writing and then only in the instance and for the purpose for which it is given. 5. GENERAL 5.1 SEVERABILITY If a provision of this Deed is or become illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (a) the validity or enforceability in that jurisdiction of any other provision of this Deed; or 4 (b) the validity of enforceability in other jurisdictions of that or any other provisions of this Deed. 6. ASSIGNMENT 6.1 ASSIGNMENT BY THE LENDER PARTIES Any Lender Party may at any time assign or otherwise transfer all or any part of its rights under this Deed. 6.2 ASSIGNMENT BY THE BORROWER The Borrower may not assign or otherwise transfer any of its rights or obligations hereunder. 7. COUNTERPARTS This Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 8. GOVERNING LAW AND SUBMISSION TO JURISDICTION 8.1 GOVERNING LAW; ENTIRE AGREEMENT (a) This Deed and all matters and disputes relating hereto shall be governed by, and construed in accordance with, English law. (b) This Deed constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect thereto. 8.2 FORUM SELECTION AND CONSENT TO JURISDICTION; WAIVER OF IMMUNITY The Borrower irrevocably agrees for the benefit of each of the Lender Parties that the courts of England shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Deed and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. 8.3 FORUM The Borrower irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 8.2 being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Deed and agrees not to claim that any such court is not a convenient or appropriate forum. 5 8.4 PROCESS AGENT The Borrower agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in England, to it at: Moriah Limited (No. 03991620) a company incorporated in England and Wales and having its registered office at 60A Manchuria Road, London SW11 6AE, or, if different, such person's principal place of business in England for the time being. 8.5 NON-EXCLUSIVE The submission to the jurisdiction of the courts referred to in Clause 8.2 shall not (and shall not be construed so as to) limit the right of the Lender Parties or any of them to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. 8.6 WAIVER OF IMMUNITY To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity from suit, execution, attachment or other legal process whatsoever, it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. IN WITNESS whereof this Deed has been duly executed and delivered on the day and year first before written. 6 SCHEDULE

Initial Percentage Lender Allocation of Gold Royalty - ------ ---------------------------- Bayerische Hypo-und Vereinsbank AG 27.272725% Dresdner Bank AG London Branch 36.363625% Fortis Bank (Nederland) N.V. 18.181825% Standard Bank London Limited 18.181825%

SS-1 Signed by: ________________________________ ) a duly authorised representative of and for ) and on behalf of WEXFORD ) GOLDFIELDS LIMITED, as the ) Borrower ) S-1 EXECUTED as a deed on behalf of ) STANDARD BANK LONDON ) LIMITED, as the Agent ) Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- and Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- S-2 EXECUTED as a deed on behalf of ) BAYERISCHE HYPO-UND ) VEREINSBANK AG, as a Lender ) Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- S-3 EXECUTED as a deed on behalf of ) DRESDNER BANK AG LONDON ) BRANCH, as a Lender ) Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- S-4 EXECUTED as a deed on behalf ) of FORTIS BANK (NEDERLAND) N.V., ) as a Lender ) Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- S-5 EXECUTED as a deed on behalf of ) STANDARD BANK LONDON ) LIMITED, as a Lender ) Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- Signature: ----------------------------------- Name Printed: ----------------------------------- Title: ----------------------------------- S-6 EX-2.9 11 v84639exv2w9.txt EXHIBIT 2.9 Dated September 13, 2002 (1) WEXFORD GOLDFIELDS LIMITED, (2) THE PERSONS FROM TIME TO TIME PARTY HERETO AS THE ROYALTY HOLDERS, and (3) STANDARD BANK LONDON LIMITED ---------------------------------------- WASSA GOLD PROJECT SECOND ROYALTY AGREEMENT ---------------------------------------- Mayer, Brown, Rowe & Maw 11 Pilgrim Street London, EC4V 6RW TABLE OF CONTENTS PAGE 1. DEFINITIONS AND INTERPRETATION......................................1 2. EFFECTIVENESS.......................................................3 3. COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE MINING LEASE AND OPERATIONS........................4 4. ROYALTY.............................................................4 5. PRE-EMPTIVE RIGHTS..................................................6 6. ASSIGNMENT AND TRANSFER.............................................6 7. EVENT OF DEFAULT....................................................7 8. DISCLOSURE OF INFORMATION...........................................8 9. THE ROYALTY PARTIES.................................................8 10. CONDUCT OF BUSINESS BY THE ROYALTY PARTIES.........................13 11. SHARING AMONG THE ROYALTY HOLDERS..................................13 12. PAYMENT MECHANICS..................................................14 13. AMENDMENTS AND WAIVERS.............................................15 14. WAIVER.............................................................16 15. COUNTERPARTS.......................................................16 16. SUCCESSORS AND ASSIGNS.............................................16 17. GOVERNING LAW......................................................16 18. JURISDICTION.......................................................16 19. INVALIDITY.........................................................17 20. CAPACITY OF ROYALTY PARTIES........................................17 i THIS ROYALTY AGREEMENT is dated September 13, 2002 and made between: (1) WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the Republic of Ghana ("WGL"); (2) THE PERSONS FROM TIME TO TIME PARTY HERETO as the Royalty Holders; and (3) STANDARD BANK LONDON LIMITED, a company incorporated under the laws of England, in its capacity as the agent for the Royalty Holders (the "ROYALTY AGENT"). WHEREAS (A) Pursuant to the Loan Agreement, the Lenders have agreed to provide a Facility B Loan (as defined in the Loan Agreement) to WGL in the aggregate principal amounts of U.S.$5,000,000. (B) Pursuant to the Conversion Agreement WGL and the Lenders have agreed to convert the Facility B Loan into the Gold Royalty on the terms and conditions contained therein and the Lenders will become the Initial Royalty Holders hereunder. (C) WGL has agreed to pay the Gold Royalty on the terms and conditions set forth in this Agreement. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, unless otherwise expressly defined herein, terms defined in the Common Terms Agreement have the same meaning when used in this Agreement, and unless the context otherwise requires: "AGREEMENT" means this Royalty Agreement as amended, modified or supplemented from time to time; "AREA OF INTEREST" means the area which is the subject of the Mining Lease; "COMMENCEMENT DATE" means the date of this Agreement; "COMMON TERMS AGREEMENT" means that certain agreement, dated June 26, 2002 (as amended, modified or supplemented from time to time), between (1) WGL, as borrower, (2) the other Obligors party thereto from time to time, (3) Standard Bank London Limited, as facility agent and security trustee and (4) the Royalty Holders referred to (and defined) therein; "CONVERSION AGREEMENT" means that certain conversion agreement, dated on or about the date hereof, between WGL, the Initial Royalty Holders and the Royalty Agent (in its capacity as Agent under (and as defined in) the Loan Agreement); "CONVERSION DATE" has the same meaning as in the Conversion Agreement; "DEPARTMENT" means the Minerals Commission of Ghana and the Minister of Mines of Ghana; "DISCHARGED RIGHTS AND OBLIGATIONS" is defined in Clause 6.4(a); "EXPLORATION ACTIVITIES" means: (a) all activities and operations which have as their purpose the discovery, location and delineation and further investigation of ore bodies within the Area of Interest, the testing of such ore bodies and the analysis of samples derived from such ore bodies, including feasibility, viability and amenability studies and the administration of field offices for the performance of any of these functions; (b) the acquisition, registration and maintenance of exploration or mining tenements within the Area of Interest; and (c) the study and evaluation of mining methods and of treatment plants and processes and the preparation of pre-feasibility and feasibility studies in respect of discoveries of gold and other Minerals within the Area of Interest; "GOLD ROYALTY" means the royalty interest referred to in Clause 4.1 and the proceeds therefrom, calculated in accordance with Clause 4.3; "INITIAL ROYALTY HOLDERS" means the persons referred to in Schedule 1 hereto; "MAJORITY ROYALTY HOLDERS" means Royalty Holders with an aggregate Royalty Percentage in excess of 66? %; "MINERALS" shall have the meaning given to it in PNDCL 153; "MINING OPERATIONS" means every kind of work done on, or in respect of, the Mining Lease, including developing, designing, constructing, equipping, extracting, mining, improving, crushing, smelting, treating, refining, transporting, handling gold and other Minerals and everything incidental thereto; "NEW ROYALTY HOLDER" has the meaning provided in the Royalty Holder Deed of Accession; "PARTIES" means each of the parties to this Agreement and "Party" means any one of them; "PNDCL 153" means the Minerals and Mining Law, 1986 (PNDCL 153) as amended by the Minerals and Mining Amendment Act, 1994 (Act 475); "PURCHASE PRICE" means, on any date , (a "Calculation Date") an amount calculated as follows: Purchase Price = (MR-AR) (1 - (DR x DP)) -2- Where: MR (the "MAXIMUM ROYALTY") = U.S.$5,500,000 (the maximum Gold Royalty payable under this Agreement); AR (the "ACCRUED ROYALTY") = the aggregate Gold Royalty paid by WGL to the Royalty Holders under this Agreement prior to the Calculation Date; DR (the "DISCOUNT RATE") = estimated average LIBOR calculated by the Royalty Agent for each 3 month period as at the Calculation Date with respect to an amount equal to (MR - AR) and for an interest period of DP; and DP (the "DISCOUNT PERIOD") = the period commencing on the Calculation Date and ending on 26 June, 2007; "RETIRING ROYALTY HOLDER" has the meaning provided in the Royalty Holder Deed of Accession; "ROYALTY AGENT" is defined in the preamble; "ROYALTY HOLDERS" means, initially, the Initial Royalty Holders and, thereafter, any other person which from time to time becomes party hereto as a successor in interest to any Royalty Holder in accordance with the terms and conditions of Clause 6; "ROYALTY PARTIES" means, collectively, the Royalty Holders and the Royalty Agents; "ROYALTY PERCENTAGE" means, initially, and with respect to each Initial Royalty Holder, the percentage specified opposite such Initial Royalty Holder in Schedule 1 hereto, and, subsequently in connection with any Royalty Holder, the percentage interest in the Gold Royalty from time to time owned by such Royalty Holder; "ROYALTY RATE" means U.S.$8.00 per Ounce; and "WGL" is defined in the preamble. 1.2 Interpretation This Agreement is a Finance Document and shall, except as the same may be inconsistent with the express terms of this Agreement, be interpreted and construed in accordance with the terms and provisions of the Common Terms Agreement (including Clauses 1.2 to 1.5 thereof which are hereby incorporated into this Agreement with all necessary consequential changes). For the avoidance of doubt, Clause 15.5 of the Common Terms Agreement shall apply to the payment of the Gold Royalty and all other amounts hereunder. 2. EFFECTIVENESS 2.1 This Agreement is conditional on, and will come into effect on the Conversion Date. -3- 3. COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE MINING LEASE AND OPERATIONS 3.1 WGL will: (a) supply the Royalty Agent with copies of all returns and notices provided to the Department and all returns and notices from the Department; (b) unless it is not commercially justified having regard to the current London Gold Price and business conditions in Ghana, carry out Exploration Activities within the Area of Interest in accordance with good industry practices; (c) unless it is not commercially justified having regard to the current London Gold Price and business conditions in Ghana, use its best endeavours to obtain extensions of the term of the Mining Lease, renewals and conversions of the Mining Lease and to comply with conditions imposed on the Mining Lease unless otherwise agreed by the Majority Royalty Holders in writing; (d) act as a reasonable and prudent miner in exploring, developing and operating the Area of Interest; (e) act in accordance with all applicable laws, rules and regulations; and (f) use its best efforts, consistent with the standards of a reasonable and prudent operator, to keep and perform all of the terms, conditions and covenants, express and implied, of the servitudes, Mining Lease and other interests comprising the Area of Interest or imposed by other parties or governmental authorities. 3.2 WGL agrees to conduct and carry on, or cause to be conducted and carried on all operations respecting the Mining Lease with reasonable and prudent business judgment and in accordance with good mining industry practices and to cause every Mine within the Area of Interest to be operated in a good, prudent and workmanlike manner, and all improvements and equipment necessary or useful to the operation of the same to be provided and all to be done that a reasonably prudent operator would do, to the end that the Area of Interest shall be operated and produced to optimise returns to WGL and the Royalty Holders. 3.3 WGL shall, subject to the other terms of this Agreement, have exclusive charge, management and control of all operations to be conducted on the Area of Interest. WGL shall promptly pay all costs and expenses incurred in developing, operating and maintaining the Area of Interest. 4. ROYALTY 4.1 WGL will pay to the Royalty Agent (on behalf of the Royalty Holders), their respective successors and assigns forever, a royalty interest in the Mining Lease and Area of Interest in all Gold in, under and extracted from the Area of Interest by or on behalf of WGL (or any subsequent owner of the Mining Lease) or any other person in each case on and from the New Ownership Date; provided, however, that the -4- aggregate Gold Royalty payable to the Royalty Agent shall be limited to U.S.$5,500,000. 4.2 WGL agrees to execute and deliver, at WGL's cost and expense, all other and further instruments, certificates, agreements and other documents necessary or desirable to further evidence or document the creation of the Gold Royalty, including all filings and registrations of every kind with the Department and other Governmental Agencies. 4.3 WGL hereby agrees to pay the Gold Royalty in accordance with the terms of this Agreement. WGL will make quarterly payments of the Gold Royalty to the Royalty Agent, for the account of the Royalty Holders, in arrears on each Cash Sweep Date falling after the New Ownership Date for the quarter most immediately preceding such Cash Sweep Date and provide written details of the amount of any such payments to the Royalty Holder at the same time such payment is made. The aggregate Gold Royalty for any period shall be calculated by multiplying the numbers of Ounces of Gold produced and shipped from the Mine from the Area of Interest during such period by the Royalty Rate. The amount of such aggregate Gold Royalty for any period payable to each Royalty Holder shall be equal to such Royalty Holder's Royalty Percentage of such amount as in effect from time to time during such period. In connection with the calculation of the Gold Royalty as aforesaid WGL undertakes that it will not hold more than the higher of: (a) two weeks average production; or (b) 5,000 ounces, of dore at the Mine without shipping such ounces of dore. 4.4 Without prejudice to any provision of any other Finance Document, the Royalty Parties shall never personally be responsible for payment of any part of the costs, expenses or other liabilities related to the Area of Interest including, liabilities incurred by anyone in developing, exploring, equipping, operating and abandoning the Area of Interest, after the New Ownership Date, and WGL hereby agrees to indemnify and save each Royalty Party harmless from and against any and all such responsibility and liability. Nothing herein shall ever be construed to create a partnership, joint venture, mining partnership or association between WGL and any Royalty Party. 4.5 WGL shall within seven days after each Cash Sweep Date give to the Royalty Agent a notice detailing the calculation and the amount of the Gold Royalty for the particular quarter. The Royalty Agent shall have the right to appoint a person or persons to audit WGL's books and records, and to examine and inspect the Mine and to observe any and all Mining Operations at any time and from time to time. 4.6 No later than March 31 in each year, WGL shall provide to the Royalty Agent a certificate from its auditors confirming the amount of Ounces so produced during that financial year and the quarterly statements shall, if necessary, be adjusted accordingly and any adjusting payment shall be made on the date such auditor's certificate is delivered, together with interest from the date such payment should have been made -5- until such payment is actually received at the rate calculated in accordance with Clause 14.3 of the Common Terms Agreement. 4.7 All books, accounts and records used by WGL to calculate the Gold Royalty shall be kept in accordance with GAAP. 4.8 As soon as reasonably possible (but in all events not more than 30 days) after the close of each calendar quarter, WGL shall furnish to the Royalty Agent a detailed reconciliation statement of the Proven and Probable Reserves as of the close of business on the last day of the preceding calendar quarter. 5. PRE-EMPTIVE RIGHTS 5.1 In the event that the Royalty Holders collectively receive a written offer from a third party to purchase the entire Gold Royalty under this Agreement and such offer shall be acceptable to the Royalty Holders, the Royalty Agent shall advise WGL of such proposal including a written summary of the price and credit terms offered by such third party. WGL shall then have the right, for a period of 10 Business Days to acquire (or cause any Group Member to acquire) the Gold Royalty under the same price and credit terms offered by such third party. In the event that WGL declines to exercise its first right of refusal or fails to communicate its intentions to do so to the Royalty Agent within the 10 Business Day notice period, WGL shall be deemed to have granted approval to the Royalty Holders' disposal of their rights or obligations under this Agreement to such third party and the Royalty Holders may assign and transfer such rights and obligations in accordance with the provisions of Clause 6 of this Agreement and the relevant provisions of the Common Terms Agreement to such third party on the same price and credit terms within 10 Business Days of WGL declining to exercise its first right of refusal or the initial 10 Business Day notice period expiring, whichever occurs sooner. If, in accordance with Clause 5.1(a), WGL advises it wishes to acquire (or cause a Group Member to acquire) the Gold Royalty then, upon payment by WGL or such Group Member (as the case may be) of the amount due from WGL or such Group Member of the purchase price specified in the relevant offer, the Gold Royalty shall terminate. 5.2 At its election by giving 10 Business Days written notice to the Royalty Agent, WGL shall have the right to acquire the Gold Royalty from the Royalty Holders for cash at a price equal to the Purchase Price on the date of acquisition. 6. ASSIGNMENT AND TRANSFER 6.1 WGL will not sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with any rights or obligations arising under this Agreement without the prior written approval of the Royalty Parties. 6.2 Any Royalty Holder may, subject always to Clause 5.1 and in accordance with Clauses 6.3 and 6.4 of this Agreement, sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with its interest in the Gold Royalty and any of its rights or obligations arising under this Agreement without the consent of WGL or any other Royalty Party; provided, however, that no Royalty Holder may sell, transfer or -6- assign the Gold Royalty to any person where payment of the Gold Royalty to such person would lead to a breach of U.S., Canadian or Ghanaian Applicable Law. 6.3 A transfer is effected in accordance with this Agreement and the Common Terms Agreement when a New Royalty Holder executes an otherwise duly completed Royalty Holder Deed of Accession delivered to it by the Retiring Royalty Holder or WGL (as the case may be). WGL agrees that it shall, as soon as reasonably practicable after receipt by it of a Royalty Holder Deed of Accession duly completed by the Retiring Royalty Holder appearing on its face to comply with the terms of this Agreement and the Common Terms Agreement, execute that Royalty Holder Deed of Accession. Each Royalty Holder Deed of Accession executed in connection with this Agreement shall also include details of the Royalty Percentage of the Gold Royalty being transferred by the Retiring Royalty Holder to the New Royalty Holder. 6.4 On the execution of a Royalty Holder Deed of Accession by all the parties thereto: (a) each of the Retiring Royalty Holder and WGL shall be released from further obligations towards one another under this Agreement and their respective rights against one another shall be cancelled, in each case to the extent of the Royalty Percentage of the Gold Royalty transferred to the New Royalty Holder (being the "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) each of the New Royalty Holder and WGL shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that New Royalty Holder and WGL have assumed and/or acquired the same in place of that Retiring Royalty Holder and WGL, in each case to the extent of the Royalty Percentage of the Gold Royalty transferred to the New Royalty Holder; (c) the New Royalty Holder and WGL shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Royalty Holder been an initial Royalty Holder hereunder with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Retiring Royalty Holder shall be released from any further obligations to WGL and/or the New Royalty Holder under this Agreement, in each case to the extent of the Royalty Percentage of the Gold Royalty transferred to the New Royalty Holder; and (d) the New Royalty Holder shall become a party to this Agreement as a "Royalty Holder". 7. EVENT OF DEFAULT 7.1 Upon the occurrence of an Event of Default, the Royalty Holders may collectively terminate the obligations of WGL hereunder and, in exchange for the surrender of the Gold Royalty, may demand and receive liquidated damages (calculated pursuant to Clause 7.2) be paid to them. Upon such demand being made, WGL shall pay to the Royalty Holders the amount of liquidated damages due from it (calculated pursuant to Clause 7.2). -7- 7.2 The amount of liquidated damages payable by WGL pursuant to Clause 7.1 shall be equal to the amount of Proven and Probable Reserves (as set forth in the most recent statement delivered pursuant to Clause 4.8 multiplied by the Royalty Rate, calculated as at the date of demand made pursuant to Clause 7.1); provided, however, that the amount of liquidated damages payable by WGL pursuant to Clause 7.1 shall not exceed in aggregate an amount equal to: (a) U.S.$5,500,000, less (b) the aggregate Gold Royalty paid by WGL to the Royalty Holders under this Agreement prior to the date of payment of such liquidated damages. Each Royalty Holder shall be entitled to its Royalty Percentage of such liquidated damages. 8. DISCLOSURE OF INFORMATION Any Royalty Party may disclose to any of its Affiliates (as defined in the Loan Agreement) and any other person: (a) to (or through) whom that Royalty Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (b) with (or through) whom that Royalty Party enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement; or (c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation, any information about the Royalty Parties, the Group and the Finance Documents as that Royalty Party shall consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking (as defined in the Loan Agreement). 9. THE ROYALTY PARTIES (a) The Royalty Holders appoint the Royalty Agent to act as their agent under and in connection with the Finance Documents. (b) The Royalty Holders authorise the Royalty Agent to exercise the rights, powers, authorities and discretions specifically given to the Royalty Agent (in its capacity as such) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. 9.2 (a) The Royalty Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Royalty Agent for that Party by a Party or any other person. -8- (b) If the Royalty Agent receives notice from a Party or any other person referring to this Agreement, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the Royalty Holders. (c) The Royalty Agent's duties under the Finance Documents are solely mechanical and administrative in nature. 9.3 (a) Nothing in this Agreement constitutes the Royalty Agent as a trustee or fiduciary of any other person. (b) The Royalty Agent shall not be bound to account to any Royalty Holder for any sum or the profit element of any sum received by it for its own account. 9.4 The Royalty Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group. 9.5 (a) The Royalty Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Royalty Agent may assume (unless it has received notice to the contrary in its capacity as Royalty Agent for the Royalty Holders) that: (i) no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under Clause 7.1 of the Common Terms Agreement); and (ii) any right, power, authority or discretion vested in any Royalty Holder or the Majority Royalty Holders has not been exercised. (c) The Royalty Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Royalty Agent may act in relation to the Finance Documents through its personnel and agents. 9.6 (a) Unless a contrary indication appears in a Finance Document, the Royalty Agent shall: (i) act in accordance with any instructions given to it by the Majority Royalty Holders (or, if so instructed by the Majority Royalty Holders, refrain from acting or exercising any right, power, authority or discretion vested in it as Royalty Agent); and -9- (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Royalty Holders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Royalty Holders will be binding on all the Royalty Holders. (c) The Royalty Agent may refrain from acting in accordance with the instructions of the Majority Royalty Holders (or, if appropriate, the Royalty Holders) until it has received such lien, indemnity or other coverage as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Royalty Holders, (or, if appropriate, the Royalty Holders) the Royalty Agent may act (or refrain from taking action) as it considers to be in the best interest of the Royalty Holders. (e) The Royalty Agent is not authorised to act on behalf of a Royalty Holder without first obtaining that Royalty Holder's consent in any legal or arbitration proceedings relating to any Finance Document. 9.7 The Royalty Agent: (a) is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Royalty Agent, WGL or any other person given in or in connection with any Finance Document; and (b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document. 9.8 (a) Without limiting paragraph (b) below, the Royalty Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. (b) No Royalty Holder may take any proceedings against any officer, employee or agent of the Royalty Agent in respect of any claim it might have against the Royalty Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Royalty Agent may rely on this Clause. Any third party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. However, amendments to this Agreement shall not require the consent of such third parties. (c) The Royalty Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Royalty Agent if the Royalty Agent has taken all necessary steps as soon as reasonably practicable to comply with the -10- regulations or operating procedures of any recognised clearing or settlement system used by the Royalty Agent for that purpose. (d) Each Royalty Holder shall (in proportion to its Royalty Percentage) indemnify the Royalty Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Royalty Agent (otherwise than by reason of the Royalty Agent's gross negligence or wilful misconduct) in acting as Royalty Agent under the Finance Documents (unless the Royalty Agent has been reimbursed by an Obligor pursuant to a Finance Document). 9.9 (a) The Royalty Agent may resign and appoint one of its affiliates acting through an office in the United Kingdom as successor by giving notice to the Royalty Holders and WGL. (b) Alternatively the Royalty Agent may resign by giving notice to the Royalty Holders and WGL, in which case the Majority Royalty Holders (after consultation with WGL) may appoint a successor Royalty Agent. (c) If the Majority Royalty Holders have not appointed a successor Royalty Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Royalty Agent (after consultation with WGL) may appoint a successor Royalty Agent (acting through an office in the United Kingdom). (d) The retiring Royalty Agent shall, at its own cost, make available to the successor Royalty Agent such documents and records and provide such assistance as the successor Royalty Agent may reasonably request for the purposes of performing its functions as Royalty Agent under the Finance Documents. (e) The Royalty Agent's resignation notice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Royalty Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 9. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with WGL, the Majority Royalty Holders may, by notice to the Royalty Agent, require it to resign in accordance with paragraph (b) above. In this event, the Royalty Agent shall resign in accordance with paragraph (b) above. 9.10 (a) In acting as Royalty Agent for the Royalty Holders, the Royalty Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. -11- (b) If information is received by another division or department of the Royalty Agent, it may be treated as confidential to that division or department and the Royalty Agent shall not be deemed to have notice of it. (c) Notwithstanding any other provision of any Finance Document to the contrary, the Royalty Agent is not obliged to disclose to any other person: (i) any confidential information; or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty. 9.11 The Royalty Agent may treat each Royalty Holder as a Royalty Holder, entitled to payments under this Agreement unless it has received not less than five Business Days prior notice from that Royalty Holder to the contrary in accordance with the terms of this Agreement. 9.12 Without affecting the responsibility of WGL for information supplied by it or on its behalf in connection with any Finance Document, each Royalty Holder confirms to the Royalty Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: (a) the financial condition, status and nature of each member of the Group or any Obligor; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; (c) whether that Royalty Holder has recourse, and the nature and extent of that recourse, against any Royalty Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and (d) the adequacy, accuracy and/or completeness of any information provided by the Royalty Agent, any Royalty Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document. 9.13 Royalty Agent's Management Time Any amount payable to the Royalty Agent under Clause 15.4 of the Common Terms Agreement and Clause 9 shall include the cost of utilising the Royalty Agent's management time or other resources and will be calculated on the basis of such -12- reasonable daily or hourly rates as the Royalty Agent may notify to WGL and the Royalty Holders. 9.14 Common Terms Agreement and the Finance Documents Each Royalty Holder authorises the Royalty Agent to enter into the Common Terms Agreement and each other Finance Documents to which the Royalty Agent is party as Royalty Agent for such Royalty Holder and such Royalty Holder agrees to abide by the terms of the Common Terms Agreement and such other Finance Documents. 10. CONDUCT OF BUSINESS BY THE ROYALTY PARTIES No provision of this Agreement will: (a) interfere with the right of any Royalty Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b) oblige any Royalty Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige any Royalty Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 11. SHARING AMONG THE ROYALTY HOLDERS 11.1 If a Royalty Holder (a "RECOVERING ROYALTY HOLDER") receives or recovers any amount from WGL other than in accordance with Clause 12 and applies that amount to a payment due under this Agreement then: (a) the Recovering Royalty Holder shall, within three Business Days, notify details of the receipt or recovery, to the Royalty Agent; (b) the Royalty Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Royalty Holder would have been paid had the receipt or recovery been received or made by the Royalty Agent and distributed in accordance with Clause 12, without taking account of any Tax which would be imposed on the Royalty Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Royalty Holder shall, within three Business Days of demand by the Royalty Agent, pay to the Royalty Agent an amount (the "SHARING PAYMENT") equal to such receipt or recovery less any amount which the Royalty Agent determines may be retained by the Recovering Royalty Holder as its share of any payment to be made, in accordance with Clause 12. 11.2 The Royalty Agent shall treat the Sharing Payment as if it had been paid by WGL and distribute it between the Royalty Holders (other than the Recovering Royalty Holder) in accordance with Clause 12. 11.3 (a) On a distribution by the Royalty Agent under Clause 11.2, the Recovering Royalty Holder will be subrogated to the rights of the Royalty Holders which have shared in the redistribution. -13- (b) If and to the extent that the Recovering Royalty Holder is not able to rely on its rights under paragraph (a) above, WGL shall be liable to the Recovering Royalty Holder for a debt equal to the Sharing Payment which is immediately due and payable. 11.4 If any part of the Sharing Payment received or recovered by a Recovering Royalty Holder becomes repayable and is repaid by that Recovering Royalty Holder, then: (a) each Royalty Holder which has received a share of the relevant Sharing Payment pursuant to Clause 11.2 shall, upon request of the Royalty Agent, pay to the Royalty Agent for the account of that Recovering Royalty Holder an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Royalty Holder for its proportion of any interest on the Sharing Payment which that Recovering Royalty Holder is required to pay); and (b) that Recovering Royalty Holder's rights of subrogation in respect of any reimbursement shall be cancelled and WGL will be liable to the reimbursing Royalty Holder for the amount so reimbursed. 11.5 (a) This Clause 11 shall not apply to the extent that the Recovering Royalty Holder would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against WGL. (b) A Recovering Royalty Holder is not obliged to share with any other Royalty Holder any amount which the Recovering Holder has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified the other Royalty Holders of the legal or arbitration proceedings; and (ii) the other Royalty Holder had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice or did not take separate legal or arbitration proceedings. 12. PAYMENT MECHANICS 12.1 (a) On each date on which WGL is required to make a payment under this Agreement WGL shall make the same available to the Royalty Agent (unless a contrary indication appears in this Agreement) for value on the due date at the time and in such funds specified by the Royalty Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Royalty Agent specifies. 12.2 Each payment received by the Royalty Agent under this Agreement for another Party shall, subject to Clause 12.3 be made available by the Royalty Agent as soon as practicable after receipt to the Royalty Parties entitled to receive payment in -14- accordance with this Agreement to such account as that Royalty Party may notify to the Royalty Agent by not less than five Business Days' notice with a bank in the principal financial centre of the country of that currency. Except to the extent otherwise set forth in this Agreement, payment in respect of the Gold Royalty made to the Royalty Agent pursuant to this Clause 12 shall be distributed to the Royalty Holders in proportion to their respective Royalty Percentage in the Gold Royalty as in effect from time to time. 12.3 (a) Where a sum is to be paid to the Royalty Agent under the Finance Documents for another Royalty Party, the Royalty Agent is not obliged to pay that sum to that other Royalty Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) If the Royalty Agent pays an amount to another Royalty Party and it proves to be the case that the Royalty Agent had not actually received that amount, then the Royalty Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Royalty Agent shall on demand refund the same to the Royalty Agent together with interest on that amount from the date of payment to the date of receipt by the Royalty Agent, calculated by the Royalty Agent to reflect its cost of funds. 12.4 (a) If the Royalty Agent receives a payment that is insufficient to discharge all the amounts then due and payable by WGL under this Agreement, the Royalty Agent shall apply that payment towards the obligations of WGL under this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Royalty Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of the Gold Royalty due but unpaid under this Agreement; and (iii) thirdly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Royalty Agent shall, if so directed by the Majority Royalty Holders, vary the order set out in paragraphs (a)(ii) and (iii) above. (c) Paragraphs (a) and (b) above will override any appropriation made by WGL. 13. AMENDMENTS AND WAIVERS 13.1 (a) Subject to Clause 13.2 any term of this Agreement may be amended or waived only with the consent of the Majority Royalty Holders and WGL and any such amendment or waiver will be binding on all parties to this Agreement. (b) The Royalty Agent may effect, on behalf of any Royalty Holder, any amendment or waiver permitted by this Clause. 13.2 Exceptions -15- (a) An amendment or waiver that has the effect of changing or which relates to: (i) the definition of "Majority Royalty Holders" in Clause 1.1; (ii) an extension to the date of payment of, or any amendment to the method of calculation of, the Gold Royalty; or (iii) any provision which expressly requires the consent of all the Royalty Parties; shall not be made without the prior consent of all the Royalty Holders. (b) An amendment or waiver which relates to the rights or obligations of the Royalty Agent may not be effected without the consent of the Royalty Agent. 14. WAIVER No waiver by any Party of any provision of or right, remedy or power of that Party under this Agreement shall be effective unless it is in writing signed by a director or senior officer of that Party and such waiver shall be effective only in the specific instance and for the specific purposes for which it was given and no failure or delay by any Party to exercise any right, remedy or power under this Agreement or to insist on strict compliance by any other Party with any obligation under this Agreement, and no custom or practice of the parties at variance with the terms of this Agreement shall act as a waiver of any Party's rights hereunder. 15. COUNTERPARTS This Agreement may be signed in any number of counterparts and all counterparts taken together shall be deemed to constitute one instrument. 16. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and each Party shall, at its own expense, execute and cause its successors and permitted assigns to execute any instrument and do everything necessary to bind its successors and permitted assigns to this Agreement; provided, however, that WGL may not assign or otherwise transfer any of its obligations hereunder without the prior written consent of each Royalty Party. 17. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws in force in England. 18. JURISDICTION Each Party irrevocably and unconditionally: (a) submits to the exclusive jurisdiction of the courts of England; -16- (b) waives any objection it may now or in the future have to the bringing of proceedings in those courts and any claim that any proceedings have been brought in an inconvenient forum; and (c) agrees, without preventing any other mode of service permitted by law, that any document required to be served in any proceedings may be served in the manner in which notices and other written communications may be given under the Common Terms Agreement. 19. INVALIDITY Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent thereof without invalidating any other provision of this Agreement, and any such prohibition or unenforceability shall not invalidate such provision in any other jurisdiction. 20. CAPACITY OF ROYALTY PARTIES For all purposes of this Agreement and the other Finance Documents each of the Royalty Agent and the Royalty Holders are party to this Agreement solely in such capacity and not, for the avoidance of doubt, in any other capacity. -17- Signed by ) a duly authorised representative of ) and for and on behalf of ) WEXFORD GOLDFIELDS LIMITED ) S-1 EXECUTED as a deed for and on behalf of ) BAYERISCHE HYPO-UND ) VEREINSBANK AG, as a Royalty Holder ) ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title S-2 EXECUTED as a deed for and on behalf of ) DRESDNER BANK AG LONDON ) BRANCH, as a Royalty Holder ) ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title S-3 EXECUTED as a deed for and on behalf of ) FORTIS BANK (NEDERLAND) N.V., as ) a Royalty Holder ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title S-4 EXECUTED as a deed for and on behalf of ) STANDARD BANK LONDON ) LIMITED, as a Royalty Holder ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title S-5 EXECUTED as a deed for and on behalf of ) STANDARD BANK LONDON ) LIMITED, as the Royalty Agent ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title ---------------------------------- Signature ---------------------------------- Name Printed ---------------------------------- Title S-6 SCHEDULE 1 INITIAL ROYALTY HOLDERS Name Initial Royalty Percentage - ---- -------------------------- Bayerische Hypo-und Vereinsbank AG 27.272725% Dresdner Bank AG London Branch 36.363625% Fortis Bank (Nederland) N.V. 18.181825% Standard Bank London Limited 18.181825% SS-1 -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.1

                              Dated March 1, 2002






                   THE LAW DEBENTURE TRUST CORPORATION P.L.C.
                                 (as Mortgagee)
                                       (1)


                                       and

                           WEXFORD GOLDFIELDS LIMITED
                                   (as Buyer)
                                       (2)





                    ----------------------------------------

                                    AGREEMENT
                          FOR THE SALE AND PURCHASE OF
                            CERTAIN OF THE ASSETS OF
                          SATELLITE GOLDFIELDS LIMITED

                    ----------------------------------------



THIS AGREEMENT (this "AGREEMENT") is made on the 1st day of March 2002

(1)     THE LAW DEBENTURE TRUST CORPORATION P.L.C. of 5th Floor, 100 Wood
        Street, London EC2V 7EX (the "MORTGAGEE") as mortgagee pursuant to a
        Debenture dated 28 May 1998 (the "SECURITY") among the Company, Standard
        Bank London Limited and the Mortgagee; and

(2)     WEXFORD GOLDFIELDS LIMITED whose registered office is at c/
        Bentsi-Enchill & Letsa, 1st Floor Teachers' Hall Annex, Education Loop
        (Off Barnes Road), Accra, P.O. Box 1632, Accra, Ghana (the "BUYER").

RECITALS

(A)     The Mortgagee has the power pursuant to the Security to sell the Assets.

(B)     The Mortgagee has agreed to sell and the Buyer has agreed to purchase
        whatever right, title and interest the Mortgagee may have in the Assets.

(C)     The Buyer is entering into this Agreement having made such inspection
        and investigation of the Assets as it thinks fit, on the basis of a
        purchase by the Buyer of the Assets "as is" and in full knowledge and
        acceptance of the terms and conditions of this Agreement and the Buyer
        acknowledges that, in particular (but without limitation), the price to
        be paid for the Assets has been calculated on the acknowledged basis of
        the terms and conditions of this Agreement and that since the Buyer is
        contracting with an insolvent company the terms and conditions of this
        Agreement are reasonable.

1.      INTERPRETATION

1.1     In this Agreement the following words and expressions and abbreviations
        have the following meanings, unless the context otherwise requires:

        "ASSETS" means all those assets listed in Schedule 3 but shall not
        include the Excluded Assets (and so that the expression "ASSET" shall
        mean any of the Assets);

        "BUSINESS" means the operation of the Wassa gold mine carried on by the
        Company as of the date of cessation of operations at the Mine subject to
        the Lease;

        "BUSINESS DAY" means any day which in England and Ghana is neither a
        Saturday nor a Sunday nor a bank or other public holiday;

        "CASH ASSETS" means the Debts, all accepted bills or notes, cash in hand
        or at the bank, the benefit of all outstanding hedging contracts, gold
        boxed for shipment, in shipment, on hand and in the process of
        refinement;

        "CONFIDENTIAL INFORMATION" means any information relating to the
        Business that is not publicly known;

        "COMPANY" means Satellite Goldfields Limited;



        "COMPANY'S GROUP" means each of the Company, its holding companies,
        subsidiary undertakings and associated companies and any other
        subsidiary undertakings of any such holding companies, all of them and
        each of them as the context admits;

        "COMPLETION DATE" means the date of this Agreement;

        "CONSIDERATION" means the sum determined by the Valuer in accordance
        with clauses 4 and 6 and to be paid on the date specified in clause 4;

        "CONTRACTS" means the contracts entered into by the Company for the sale
        of goods and the provision of services by or to the Company in
        connection with the Business which at the Completion Date remain to be
        performed in whole or in part by the Company (excluding for the
        avoidance of doubt, the Lease);

        "DEBTS" means the book and other debts owing to the Company at the
        Completion Date in connection with the Business and all sums due or
        which with only the passing of time and the submission of invoices will
        become due to the Company under the Contracts whether invoiced or not up
        to and including the Completion Date;

        "EMPLOYEES" means all those employees of the Company as at the
        Completion Date;

        "EXCLUDED ASSETS" means the Lease and the Mine, the Shares, the
        Contracts, the lease of the Company's office in Accra and all immovable
        assets of the Company;

        "GOLD INVENTORY" means all gold held by the Company on the Completion
        Date as gold lock up in ore stockpiles and heap leach pads, gold in
        solution ponds, gold on carbon, gold on cathodes and any other gold on
        the property not smelted and boxed ready for shipment to the refiner;

        "GOODWILL" means the goodwill of the Company in relation to the
        Business;

        "GOVERNMENT" means the duly constituted government of the Republic of
        Ghana or any political subdivision thereof, whether central, regional,
        district or local, or any judicial body, agency or instrumentality of
        any such government or political subdivision (and is deemed to include,
        for the purposes of any required approval to be obtained hereunder, the
        Bank of Ghana);

        "INTELLECTUAL PROPERTY RIGHTS" means the rights owned by the Company's
        Group and used exclusively in connection with the Business and to
        patents, trade marks, copyrights, designs, know-how and other similar
        rights (whether or not registered) and any applications for the
        protection or registration of such rights as at Completion Date;

        "INVENTORY" means all inventory owned by the Company at the Completion
        Date;

        "LEASE" means the lease dated 17 September 1992 between the Government
        of Ghana and the Company and with the registration number 2033/1994,
        particulars of which are set out in Schedule 2;

        "MINE" means the Wassa gold mine, located in South West Ghana on the
        Wassa shear zone, particulars of which are set out in Schedule 2;



                                     - 2 -


        "PARTIES" means each of the Mortgagee and the Buyer and "PARTY" shall
        mean any one of them;

        "RELATED PERSONS" means in relation to any party its holding companies
        and the subsidiary undertakings from time to time of any such holding
        companies, all of them and each of them as the context admits;

        "SHARES" means 90% of the issued capital of the Buyer;

        "STANDARD BANK" means Standard Bank London Limited; and

        "VALUER" means Ronan Stack of ATIS Real Watheralls, 22 Chancery Lane,
        London WC2A 1LT.

2.      INTERPRETATION

2.1     In this Agreement:

        (a)    any reference to any statute or statutory provision shall include
               any statute or statutory provision which amends or replaces, or
               has amended or replaced, it, and vice versa, and shall include
               any rules, regulations or subordinate legislation made under the
               relevant statute provided however that, as between the Parties,
               no such amendment or replacement shall apply for the purposes of
               this Agreement to the extent that it would impose any new or
               extended obligation, liability or restriction on, or otherwise
               adversely affect the rights of any Party;

        (b)    a person shall be deemed to be connected or associated with
               another if that person is an associate of the other within the
               meaning of Section 435 of the Insolvency Act 1986;

        (c)    a document specified to be in the "AGREED FORM" is a reference to
               that document in the form approved and signed by or on behalf of
               each Party for the purpose of identification;

        (d)    the expressions "ACCOUNTING REFERENCE DATE", "ALLOTMENT", "BODY
               CORPORATE", "DEBENTURES", "HOLDING COMPANY", "SUBSIDIARY",
               "SUBSIDIARY UNDERTAKING" and "WHOLLY OWNED SUBSIDIARY" shall have
               the meaning giving in the Companies Act 1985;

        (e)    reference to a "COMPANY" shall be construed so as to include any
               company, corporation or other body corporate, wherever and
               however incorporated or established;

        (f)    references to this Agreement shall include any Recitals and
               Schedules to it and references to Clauses and Schedules are to
               Clauses of and Schedules to this Agreement;

        (g)    use of any gender includes the other genders;

        (h)    references to a "PERSON" shall be construed so as to include any
               individual, firm, company or other body corporate, government,
               state or agency of a state,



                                     - 3 -


               local or municipal authority or government body or any joint
               venture, association or partnership (whether or not having
               separate legal personality);

        (i)    any reference to a "DAY" (including within the phrase "BUSINESS
               DAY") shall mean a period of 24 hours running from midnight to
               midnight;

        (j)    a reference to any other document referred to in this Agreement
               is a reference to that other document as amended, varied, novated
               or supplemented (other than in breach of the provisions of this
               Agreement) at any time;

        (k)    headings and titles are for convenience only and do not affect
               the interpretation of this Agreement;

        (l)    a reference to any statute statutory instrument, regulation,
               bylaw or other requirement of English law or any English legal
               term for any action, remedy, method of judicial proceeding, legal
               document, legal status, court, official or any legal concept or
               thing shall in respect of any jurisdiction other than England be
               treated as a reference to that which most nearly approximates in
               that jurisdiction to the relevant requirement of English law or
               English legal term;

        (m)    general words shall not be given a restrictive meaning by reason
               of the fact that they are followed by particular examples
               intended to be embraced by the general words; and

        (n)    a reference to "$" or "DOLLARS" shall be a reference to the
               lawful currency of the United States of America.

3.      SALE AND PURCHASE OF THE ASSETS

3.1     The Mortgagee shall sell and the Buyer shall purchase such right, title
        and interest as the Mortgagee may have in the Assets with effect from
        the date of this Agreement.

3.2     Nothing in this Agreement shall impose any liability upon the Buyer for
        any liability of the Company or the Mortgagee existing prior to the
        Completion Date.

4.      CONSIDERATION PAYABLE BY THE BUYER

4.1     The Consideration for the Assets shall be a sum equal to the fair market
        value of the Assets as at the date hereof to be determined by the Valuer
        in accordance with Clause 6.

4.2     Subject to Clause 6, the Consideration shall be payable by cash on:

               (a)    that day falling three calendar months after the date of
                      this Agreement; or

               (b)    such earlier date as the Buyer may in its absolute
                      discretion determine; and



                                     - 4 -


        shall be paid by CHAPS transfer to such account as the Mortgagee has
        notified in writing is to be used for the purpose of the payment and
        shall be paid without deduction, withholding, set-off or counterclaim
        whatsoever.

4.3     The Mortgagee is authorised to receive payment of the Consideration and
        receipt by the Mortgagee shall be a sufficient discharge for the Buyer
        of its obligations with respect to such payment and the payment of the
        Consideration.

4.4     If payment of the Consideration falls due on a day which is not a
        Business Day, payment shall be made on the following Business Day.

5.      COMPLETION

5.1     The Completion shall take place immediately following the signing of
        this Agreement at the offices of Bentsi Enchill & Letsa.

5.2     At Completion the Buyer shall deliver to the Mortgagee evidence in a
        form satisfactory to the Mortgagee that the Government of the Republic
        of Ghana holds not less than a 10% shareholding in the equity of the
        Buyer.

5.3     Upon receipt of the document referred to under Clause 5.2, the Mortgagee
        shall deliver or give possession of the Assets to the Buyer and title
        (but not risk) to the Assets shall pass to the Buyer at Completion.

5.4     Risk in the Assets shall pass to the Buyer when payment of the
        Consideration is made pursuant to Clause 4.2.

6.      VALUATION OF THE CONSIDERATION

6.1     The Mortgagee and the Buyer shall procure that the Valuer shall prepare
        and deliver to the Mortgagee and the Buyer for review a draft valuation
        of the fair market value of the Assets as at the date hereof as soon as
        practicable following execution of this Agreement and in any case within
        the period of 30 business days thereafter (the "DRAFT VALUATION
        CERTIFICATE");

6.2     The Mortgagee and the Buyer shall be entitled to examine all the working
        papers and other data and records relating to the preparation of the
        Draft Valuation Certificate with a view to satisfying themselves that it
        has been duly prepared in accordance with this Agreement. Each of the
        Mortgagee and the Buyer shall then within ten Business Days following
        the Draft Valuation Certificate either:-

        6.2.1  confirm in writing to the other parties to this Agreement that it
               agrees that the Draft Valuation Certificate has been duly
               prepared and determined in accordance with this Agreement; or

        6.2.2  give notice in writing to the other parties to this Agreement why
               it is unable so to confirm.

6.3     If the Mortgagee or the Buyer fail to so confirm or to give such notice
        in accordance with Clause 6.2, the Draft Valuation Certificate shall be
        conclusively deemed to have been accepted and agreed by the relevant
        party.



                                     - 5 -


6.4     If the Mortgagee or the Buyer gives notice in accordance with Clause
        6.2.2, the Valuer shall give consideration to the reasons which have
        been submitted in any such notice, (the "SUBMISSIONS") and shall
        determine the Draft Valuation Certificate finally within the period of
        14 Business Days of the expiry of the period specified under Clause 6.2.
        In making such determination the Valuer shall act as an expert and not
        as an arbitrator and his decision shall (in the absence of manifest
        error) be final and binding on the parties. The parties shall procure
        that the Valuer is allowed access to such working papers and other data
        and records as he may reasonably request for the purposes of making such
        determination.

7.      THIRD PARTY ITEMS AND RETENTION OF TITLE

7.1     The Buyer hereby acknowledges that it may be given possession of certain
        assets pursuant to the terms of this Agreement which are subsequently
        found by the Buyer not to be beneficially owned by the Mortgagee or the
        Company. In respect of such assets, the Buyer undertakes that it will
        not hold itself out following discovery of such fact as the owner of
        such assets nor sell, offer for sale, assign, discharge, pledge, create
        or permit the creation of a lien on or otherwise deal with such assets
        and that it will keep such assets in its possession and in as good
        repair and condition they were in when such claim or fact came to its
        notice. The Buyer further undertakes that it will deliver possession of
        such assets to the owners of such assets forthwith on demand and the
        Buyer agrees to indemnify and keep the Mortgagee, the Company and each
        of their agents fully and effectively indemnified against all claims,
        costs, demands, liabilities, actions and expenses of whatsoever nature
        and howsoever arising in connection with any breach by the Buyer of its
        obligations under this Clause.

7.2     If any of the assets which are subject to the terms and conditions of
        this Agreement are affected by any claim for a lien, charge or retention
        of title arising by reason of the conditions of sale and purchase under
        which the Company agreed or purported to purchase the same and such
        claim(s) are advised to be valid by the Mortgagee's solicitors, then,
        upon the Mortgagee communicating such advice to the Buyer, the Buyer
        shall, at its option, either:

        (a)    discharge such claim forthwith by paying the relevant person
               therefore; or

        (b)    deliver the assets (which are the subject of such claim)
               forthwith to the relevant person,

        and shall, in any event, indemnify and keep the Mortgagee fully and
        effectively indemnified against all claims, costs, demands, liabilities,
        actions and expenses of whatsoever nature and howsoever arising in
        connection with any breach by the Buyer of its obligations under this
        Clause. It is agreed, for the avoidance of doubt, that in no event shall
        the Buyer have any right to a refund in respect of any item affected by
        this Clause nor any right of rescission.

8.      EMPLOYEES

8.1     The Mortgagee and the Buyer hereby agree and acknowledge that the
        contracts of employment of the Employees shall neither transfer to the
        Buyer nor be terminated by the sale and purchase of the Assets hereunder
        but shall continue until terminated by the Mortgagee at its sole
        discretion.



                                     - 6 -


9.      GOODWILL

        The Buyer acknowledges that the name "WASSA" and the rights therein
        (including without prejudice to the generality of the foregoing the
        right to use the name "WASSA" in relation to the Business and the
        Contracts) is not the property of the Mortgagee or the Company and that
        accordingly any use of the name "WASSA" by the Buyer shall be at the
        Buyer's own risk.

10.     EXCLUSION OF WARRANTIES

10.1    Save for the provisions of Clause 10.6, all other representations,
        warranties and conditions, express or implied and whether statutory or
        otherwise are expressly excluded (including without limitation,
        warranties and covenants for or as to title of the Assets, freedom from
        encumbrances, quiet possession, further assurance, satisfactory quality,
        fitness or purchase and description) in relation to the sale of the
        Assets hereunder. It is agreed by the Buyer that the provisions of this
        Agreement are fair and reasonable in the context of a sale of the
        business and assets of an insolvent company and particularly having
        regard to the following matters, namely:

        (a)    that the Mortgagee has specifically informed the Buyer that the
               Buyer must rely absolutely on its own opinion and/or that of its
               professional advisers concerning the Assets and the quality,
               state and condition of the same, their fitness and/or suitability
               for any purpose, the possibility that some or all of them may
               have defects not apparent on inspection and examination (which
               could render it inappropriate that they should be described as
               they are in fact described in this Agreement) or the reasons that
               the Buyer has or should have for purchasing the Assets and the
               use to which the Buyer intends or should intend to put them;

        (b)    that the Buyer has, and has informed the Mortgagee that it has
               skilled professional advice available to it concerning the Assets
               and the matters referred to in sub-Clause 10.1(a) above, that it
               is on the basis of this advice that the Buyer has agreed to
               purchase the Assets on an "as is" basis for a consideration
               calculated to take into account (inter alia) the risk to the
               Buyer represented by this Agreement, the Mortgagee making it
               clear that on any other basis they would not have agreed to sell
               the same except for a much higher consideration;

        (c)    that the Buyer and its professional advisers have been given
               every opportunity it or they may wish to examine and inspect the
               Mine and all or any of the Assets and all or any books, records
               and documents relating thereto; and

        (d)    that the Company is insolvent; and

        (e)    that the knowledge of the Assets available to the Mortgagee and
               its staff, agents and advisers, is in each case, necessarily
               limited.

10.2    The Buyer acknowledges, for the avoidance of doubt, that if it shall be
        found that the Mortgagee does not have title or unencumbered title to
        any or all of the Assets this shall not be a ground for rescinding,
        avoiding or varying any or all of the provisions



                                     - 7 -


        hereof or for the recovery of any or all of the consideration paid by
        the Buyer hereunder.

10.3    The exclusion of liability set out in this clause shall arise and
        continue notwithstanding the termination of the agency of the Mortgagee
        before or after the signing of this Agreement and shall operate in
        favour of the Mortgagee as waivers of any claims in tort as well as
        under the law of contract and such exclusions shall be in addition to
        and not in substitution for and notwithstanding any right of indemnity
        or relief otherwise available to the Mortgagee.

10.4    The Buyer accepts and agrees that it shall be its responsibility and at
        its expense to apply for and obtain all necessary or appropriate
        licences, protection orders, legally required consents, permits and
        rights to use or have the benefit of the Assets and the Buyer undertakes
        to indemnify and keep the Mortgagee fully and effectively indemnified
        against all claims, costs, demands, liabilities, actions and expenses of
        whatsoever nature and howsoever arising by reason of any infringement of
        any third party rights in the course of the use of the Assets by the
        Buyer in breach of any duty or requirement of whatever kind or howsoever
        and whenever arising.

10.5    For the avoidance of doubt:

        (a)    the exclusions and limitations in Schedule 1 shall also apply to
               this Agreement; and

        (b)    in no circumstances shall the liability of the Mortgagee arising
               out of or in connection with this Agreement exceed the
               consideration paid by the Buyer for the Assets.

11.     BOOKS AND RECORDS

        Title to the books, documents, files and records of either the Company
        or the Mortgagee in so far as they relate to the Assets are not the
        subject of any sale or assignment to the Buyer hereunder. For a period
        of 18 months from the Completion Date or until such time as the Company
        goes into liquidation or, if earlier, at all reasonable times during
        usual business hours on prior reasonable written notice having been
        given by the Buyer to the Mortgagee, the Buyer shall be given reasonable
        access by the Mortgagee to such records and documents of the Mortgagee
        relating to the Business as the Buyer may reasonably require for
        inspection and use by the Buyer. During such period the Buyer shall be
        entitled to take and retain such copies and compile such extracts from
        such records at its own expense as it may reasonably require in order to
        properly deal with the Assets following the Completion Date and subject
        to honouring any applicable confidentiality obligations. The Mortgagee
        undertakes not to destroy any of its books, documents, files and records
        compiled in relation to the Assets without first giving 30 days notice
        in writing to the Buyer of their intention to do so.

12.     CONFIDENTIAL INFORMATION

12.1    The Mortgagee shall not use or disclose to any person any Confidential
        Information.

12.2    Clause 12.1 does not apply to:



                                     - 8 -


        (a)    disclosure of Confidential Information to or at the written
               request of the Buyer;

        (b)    use or disclosure of Confidential Information required to be
               disclosed by law, the Dublin Stock Exchange, the rules or
               standards of the London Stock Exchange, the listing rules of the
               UK Listing Authority or any other regulatory body;

        (c)    disclosure of Confidential Information to professional advisers
               for the purpose of advising the Mortgagee; or

        (d)    Confidential Information which is in the public domain other than
               by the Mortgagee's breach of Clause 12.1.

13.     ANNOUNCEMENTS

13.1    No Party shall disclose the making of this Agreement nor its terms nor
        any other agreement referred to in this Agreement (except those matters
        set out in the press release in the agreed form) unless agreed in
        writing by the other Parties (such agreement not to be unreasonably
        withheld) and each Party shall procure that each of its Related Persons
        shall not make any such disclosure without the prior consent of the
        other Parties unless disclosure is:

        (a)    to its professional advisers; or

        (b)    required by law; or

        (c)    required by the rules or standards of the London Stock Exchange,
               the Dublin Stock Exchange or the Listing Rules of the UK Listing
               Authority or the rules and requirements of any other regulatory
               body and disclosure shall then only be made by that Party:

               (i)    after it has taken all such steps as may be reasonable in
                      the circumstances to agree the contents of such
                      announcement with the other Parties before making such
                      announcement and provided that any such announcement shall
                      be made only after notice to the other Parties; and

               (ii)   to the person or persons and in the manner required by law
                      or the rules of the Dublin Stock Exchange, the London
                      Stock Exchange or the UK Listing Authority or such other
                      regulatory body or as otherwise agreed between the
                      Parties.

13.2    The restrictions contained in Clause 13.1 shall apply without limit of
        time.

14.     ASSIGNMENT

14.1    This Agreement is personal to the Parties and accordingly, subject to
        Clauses 14.2 and 14.3, the Buyer may not without the prior written
        consent of the Mortgagee assign, transfer or declare a trust of the
        benefit of all or any of the Buyer's obligations nor any benefit arising
        under this Agreement.



                                     - 9 -


14.2    Following Completion, the Buyer shall be entitled to charge and/or
        assign the benefit of all (but not part) of its rights under this
        agreement (the "RIGHTS") (in each case by way of security) to a bank or
        financial institution that provides facilities to the Buyer or acts as
        facility agent and security trustee or security agent by way of security
        for the indebtedness of the Buyer incurred in connection with the
        acquisition of the Business and Assets (provided always that the Buyer
        shall procure that the Rights may not be further charged or assigned to
        any third party except pursuant to Clause 14.3 below).

14.3    The person to whom the Rights have been charged or assigned in
        accordance with Clause 14.2 above or any administrative receiver
        appointed by it or other person appointed to enforce any such security
        may charge or assign all but not part of the Rights to any third party
        for the purpose of or in connection with such enforcement.

14.4    The Company has charged and/or assigned the benefit of all of its rights
        (but none of its obligations) under this Agreement and the Buyer hereby
        acknowledges and consents such charge and assignment.

15.     COSTS

        Unless expressly otherwise provided in this Agreement each of the
        Parties shall bear its own legal, accountancy and other costs, charges
        and expenses in connection with the sale and purchase of the Assets.

16.     EFFECT OF COMPLETION

        The terms of this Agreement (insofar as not performed at the Completion
        Date and subject as specifically otherwise provided in this Agreement)
        shall continue in force after and notwithstanding Completion.

17.     FURTHER ASSURANCES

        Following the Completion Date, the Mortgagee shall, at the sole expense
        of the Buyer and subject to the provisions of this Agreement, execute
        such further assurances and do such further acts and things (insofar as
        it may be reasonably able and empowered so to do) as shall be reasonably
        necessary for the purpose of transferring to the Buyer all of the
        Mortgagee's right, title and interest in and to the Assets provided that
        this shall not oblige the Mortgagee to become a party to any litigation
        or arbitration proceedings and provided further that no document
        executed pursuant to this Clause shall confer or have the effect of
        conferring on the Buyer any additional right or rights not conferred by
        this Agreement against the Mortgagee. The obligations of the Mortgagee
        under this Clause shall cease six months from Completion.

18.     ENTIRE AGREEMENT

        This Agreement (including all documents to be executed pursuant to this
        Agreement) contain the whole agreement between the Parties relating to
        the subject matter of this Agreement and no variation of this Agreement
        shall be effective unless in writing and signed by or on behalf of each
        of the Parties to this Agreement.



                                     - 10 -


19.     WAIVER

19.1    A waiver of any term, provision or condition of, or consent granted
        under, this Agreement shall be effective only if given in writing and
        signed by the waiving or consenting Party and then only in the instance
        and for the purpose for which it is given.

19.2    No failure or delay on the part of any Party in exercising any right,
        power or privilege under this Agreement shall operate as a waiver
        thereof, nor shall any single or partial exercise of any such right,
        power or privilege preclude any other or further exercise thereof or the
        exercise of any other right, power or privilege.

20.     INVALIDITY

        If any provision of this Agreement is or becomes invalid, illegal or
        unenforceable in any respect under the law of any jurisdiction:

        (a)    the validity, legality and enforceability under the law of that
               jurisdiction of any other provision; and

        (b)    the validity, legality and enforceability under the law of any
               other jurisdiction of that or any other provision,

        shall not be affected or impaired in any way.

21.     NOTICES

21.1    Any notice, demand or other communication given or made under or in
        connection with the matters contemplated by this Agreement shall be in
        writing and shall be delivered personally or sent by fax or prepaid
        first class post:

        In the case of the Buyer to:         Wexford Goldfields Limited
                                             c/ Bentsi-Enchill & Letsa
                                             1st Floor Teachers' Hall Annex
                                             Education Loop (Off Barnes Road),
                                             Accra
                                             P.O. Box 1632, Accra, Ghana

        Fax:                                 00 233 21 226 129
        Attention:                           Company Secretary

        In the case of the Mortgagee to:     The Law Debenture Trust Corporation
                                             p.l.c.
                                             5th Floor
                                             100 Wood Street
                                             London EC2V 7EX
        Fax:                                 00 44 (0)207 606 0643
        Attention:                           Trudi Elkington-Poole



                                     - 11 -


        and shall be deemed to have been duly given or made as follows:

        (a)    if personally delivered, upon delivery at the address of the
               relevant Party;

        (b)    if sent by first class post to an address within Ghana, ten
               Business Days after the date of posting;

        (c)    if sent by first class post to an address outside Ghana, two
               Business Days after the date of posting;

        (d)    if sent by air mail, five Business Days after the date of
               posting; and

        (e)    if sent by fax, when despatched;

        provided that if, in accordance with the above provisions, any such
        notice, demand or other communication would otherwise be deemed to be
        given or made outside 9.00 a.m. - 5.00 p.m. on a Business Day such
        notice, demand or other communication shall be deemed to be given or
        made at 9.00 a.m. on the next Business Day.

21.2    A Party may notify the other Party to this Agreement of a change to its
        name, relevant addressee, address or fax number for the purposes of
        Clause 21.1 provided that such notification shall only be effective:

        (a)    on the date specified in the notification as the date on which
               the change is to take place; or

        (b)    if no date is specified or the date specified is less than five
               Business Days after the date on which notice is given, the date
               falling five Business Days after notice of any such change has
               been given.

22.     THIRD PARTY RIGHTS

        The terms of this Agreement may be enforced only by a Party to it and
        shall not create any rights in favour of any third parties whether under
        the Contracts (Rights of Third Parties) Act 1999 or otherwise save and
        except for those granted to the Mortgagee. Notwithstanding any provision
        of this Agreement, the Parties do not require the consent of any third
        party to rescind or vary this Agreement at any time.

23.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts which
        together shall constitute the Agreement. Any Party may enter into this
        Agreement by executing a counterpart and this Agreement shall not take
        effect until it has been executed by all Parties.

24.     GOVERNING LAW AND JURISDICTION

24.1    This Agreement (and any dispute, controversy, proceedings or claim of
        whatever nature arising out of or in any way relating to this Agreement
        or its formation) shall, except to the extent otherwise agreed by the
        Parties in writing, be governed by and construed in accordance with
        English law.



                                     - 12 -


24.2    Except to the extent otherwise agreed by the Parties in writing:

        (a)    the courts of England have exclusive jurisdiction to settle any
               dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "DISPUTE");

        (b)    the Parties agree that the courts of England are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no Party will argue to the contrary;

        (c)    each Party irrevocably waives any objection which it may have now
               or hereafter to proceedings being brought in the courts of
               England, and any claim that proceedings have been brought in an
               inconvenient forum. Each Party further irrevocably agrees that a
               judgment in any proceedings in the courts of England shall be
               conclusive and binding upon each Party and may be enforced in the
               courts of any other jurisdiction.

24.3    Without prejudice to any other mode of service allowed under any
        relevant law, the Buyer and the Mortgagee:

        (a)    each irrevocably appoints Law Debenture Corporate Services
               Limited of 5th Floor, 100 Wood Street, London EC2V 7EX
               respectively as its agent for service of process in relation to
               any proceedings before the English courts in connection with this
               Agreement; and

        (b)    each agrees that failure by a process agent to notify it of the
               process will not invalidate the proceedings concerned.

        If the appointment of a person mentioned in this Clause 24.3 ceases to
        be effective, the relevant Party shall immediately appoint another
        person in England as its agent for service of process in relation to any
        proceeding before the English courts in connection with this Agreement.
        If the relevant Party fails to do so (and such failure continues for a
        period of not less than 15 Business Days), the other Party shall be
        entitled to appoint such a person by notice to the relevant Party.

IN WITNESS whereof this Agreement has been executed on the date first above
written.



                                     - 13 -


                                   SCHEDULE 1

                                   EXCLUSIONS

1.      The interest in the Assets which the Mortgagee sells and the Buyer buys
        is such right, title and interest as the Mortgagee may have at the
        commencement of business on the date hereof.

2.      Save as expressly provided in this Agreement the Assets are sold in
        their present state and condition, and whereabouts, and subject to all
        faults and to any extant lien, distraint, execution or detention, or
        claims of third parties over them or in respect of their use the cost of
        discharging or compromising any or all of which shall be for the account
        of the Buyer. The Buyer accepts that it has had opportunity to inspect
        the Assets, as have its advisers, and the Buyer acknowledges and agrees
        that it has satisfied itself as to the state and condition, and
        whereabouts of the Assets and as to their fitness for such purpose or
        purposes as the Buyer may intend to use them, and as to their
        correspondence with any description given or to be implied.

3.      It is accepted that no reliance has been placed in regard to the matters
        referred to in Clause 10.1 of the Agreement on any statement, or
        silence, of the Mortgagee or of their respective employees, solicitors,
        advisers, valuers, agents, partners or representatives.

4.      Any claim of the Buyer, or of any person claiming through it, against
        the Company or the Mortgagee shall not take effect otherwise than as an
        unsecured claim.

5.      The exclusions of liability in this Schedule and this Agreement shall
        arise and continue notwithstanding the entry into receivership,
        administration or liquidation of the Mortgagee before or after the
        signing of this Agreement, and shall operate as waivers of any claims in
        tort as well as under the law of contract. Such exclusions shall be in
        addition to, and not in substitution for and notwithstanding any right
        of indemnity or relief otherwise available to the Mortgagee. They shall
        continue as well after as before completion of this Agreement in whole
        or in part.

6.      Except as expressly provided in this Agreement, the Mortgagee shall not
        incur any liability to the Buyer by reason of any act or omission, or
        negligence or default, of any officer or employee, that expression
        including anyone under a contract for services, as well as of service,
        the Mortgagee whose services may be made available to the Buyer on a
        sub-contract basis from time to time.

7.      Save as expressly provided in this Agreement nothing in this Agreement
        is to require either the Mortgagee or the Buyer to discharge in whole or
        in part any liability of the Company outstanding at Completion.

8.      If any of the provisions of this Agreement is held not to be valid but
        would be valid if part of the wording were deleted or modified, then
        such provision shall apply with such modification as may be necessary to
        make it enforceable.

9.      Nothing in this Agreement shall, in the absence of an express provision
        to the contrary herein contained, require the Mortgagee to carry out or
        continue to carry out



                                     - 14 -


        any arrangement or contract, whether single or of continuing effect,
        with third parties and whether in relation to the Mine or any of the
        Assets or otherwise



                                     - 15 -


                                   SCHEDULE 2

                             THE LEASE AND THE MINE


A certified copy of the Lease has been delivered to the Buyer including full
particulars of the Mine.



                                     - 16 -


                                   SCHEDULE 3


                                     ASSETS


All right, title and interest of the Mortgagee in all movable property for the
purposes of the laws of Ghana including, but not limited to, each of the
moveable items of plant and equipment detailed in the asset register forming
Annexure 1 to this Agreement (but excluding all cash on and/or at bank other
than the Transferred Cash), the Intellectual Property Rights, the Inventory, the
Gold Inventory, the Cash Assets and each other moveable asset (for the avoidance
of doubt for the purposes of the law of Ghana) other than the Excluded Assets
owned by the Company as at the Completion Date.



                                     - 17 -


                                         )
SIGNED BY                                )
                                         )
under power of attorney for and on       )
behalf of WEXFORD GOLDFIELDS LIMITED



                                     - 18 -


                                         )
SIGNED BY                                )
for and on behalf of THE LAW DEBENTURE   )
TRUST CORPORATION P.L.C.                 )



                                     - 19 -


                                   ANNEXURE 1



                                 ASSET REGISTER

                                   AS ATTACHED





                                      -20-

EX-2.2

                              Dated March 15, 2002








                 SATELLITE GOLDFIELDS LIMITED (IN RECEIVERSHIP)
               acting by its Receiver and Manager NII AMANOR DODOO
                                (as the Company)
                                       (1)


                   THE LAW DEBENTURE TRUST CORPORATION P.L.C.
                                 (as Mortgagee)
                                       (2)


                           WEXFORD GOLDFIELDS LIMITED
                                   (as Buyer)
                                       (3)





                    ----------------------------------------

                                    AGREEMENT
                          FOR THE SALE AND PURCHASE OF
                            CERTAIN OF THE ASSETS OF
                          SATELLITE GOLDFIELDS LIMITED

                    ----------------------------------------



THIS AGREEMENT (this "AGREEMENT") is made on the 15th day of March 2002

(1)     SATELLITE GOLDFIELDS LIMITED whose registered office is at 142 Nortei
        Ababei Loop, Ambassadorial Estates, Roman Ridge, Airport Residential
        Area, Accra, Ghana (the "COMPANY") acting by its receiver and manager
        Nii Amanor Dodoo of KPMG Accra, 2nd Floor, Mobil House, Liberia Road,
        Accra, Ghana (the "RECEIVER");

(2)     THE LAW DEBENTURE TRUST CORPORATION P.L.C. of 5th Floor, 100 Wood
        Street, London EC2V 7EX (the "MORTGAGEE") as mortgagee pursuant to a
        Debenture dated 28 May 1998 (the "SECURITY") among the Company, Standard
        Bank London Limited and the Mortgagee (and each of the Company and the
        Mortgagee being a "SELLER"); and

(3)     WEXFORD GOLDFIELDS LIMITED whose registered office is at 142 Nortei
        Ababei Loop, Ambassadorial Estates, Roman Ridge, Airport Residential
        Area, Accra, Ghana (the "BUYER").

RECITALS

(A)     The Receiver was appointed as receiver and manager of the Secured
        Property (Receiver) on 30 November 2001 pursuant to the terms of the
        Security.

(B)     The Mortgagee has the power pursuant to the Security and by virtue of an
        order of the High Court of Ghana made on 4 February 2002 to sell the
        Secured Property (Mortgagee).

(C)     Each Seller has agreed to sell and the Buyer has agreed to purchase
        whatever right, title and interest such Seller may have in the Assets.

(D)     The Buyer is entering into this Agreement having made such inspection
        and investigation of the Assets as it thinks fit, on the basis of a
        purchase by the Buyer of the Assets "as is" and in full knowledge and
        acceptance of the terms and conditions of this Agreement and the Buyer
        acknowledges that, in particular (but without limitation), the price to
        be paid for the Assets has been calculated on the acknowledged basis of
        the terms and conditions of this Agreement and that since the Buyer is
        contracting with an insolvent company the terms and conditions of this
        Agreement are reasonable.

1.      INTERPRETATION

1.1     In this Agreement the following words and expressions and abbreviations
        have the following meanings, unless the context otherwise requires:

        "APPROVAL" means the granting by the Bank of Ghana of an exchange
        control approval in respect of each of the matters specified in Schedule
        4;

        "ASSET COMPLETION" means completion of the purchase of the Non-Regulated
        Assets by the Buyer;

        "ASSET COMPLETION DATE" means the date of this Agreement;

        "ASSETS" means:



        (a)    in respect of the Company, the Secured Property (Receiver); and

        (b)    in respect of the Mortgagee, the Secured Property (Mortgagee),

        except to the extent such assets have not been on or prior to the date
        of this Agreement been sold to the Buyer but shall not, in each case,
        include the Excluded Assets (and so that the expression "ASSET" shall
        mean any of the Assets);

        "BUSINESS" means the operation of the Wassa gold mine carried on by the
        Company as of the date of cessation of operations at the Mine subject to
        the Lease;

        "BUSINESS DAY" means any day which in Colorado, England and Ghana is
        neither a Saturday nor a Sunday nor a bank or other public holiday;

        "CASH ASSETS" means the Debts, all accepted bills or notes, cash in hand
        or at the bank, the benefit of all outstanding hedging contracts, gold
        boxed for shipment, in shipment, on hand and in the process of
        refinement;

        "CIL" means carbon in leach;

        "CIL DATE" means the earlier of:

        (a)    the closing of funding (meaning receipt of first disbursement of
               funds) for the construction of the CIL Development;

        (b)    the recommencement of Commercial Mining at the Mine;

        "CIL DEVELOPMENT" means the development of a CIL project at the Mine for
        the future processing of the ore produced at the Mine;

        "COMMERCIAL MINING" means production of gold at an annualised rate in
        excess of 30,000 ounces per annum for more than one month;

        "CONFIDENTIAL INFORMATION" means any information relating to the
        Business that is not publicly known;

        "COMPANY" is defined in the preamble;

        "COMPANY'S GROUP" means each of the Company, its holding companies,
        subsidiary undertakings and associated companies and any other
        subsidiary undertakings of any such holding companies, all of them and
        each of them as the context admits;

        "CONTRACTS" means the contracts entered into by the Company for the sale
        of goods and the provision of services by or to the Company in
        connection with the Business which at the Asset Completion Date remain
        to be performed in whole or in part by the Company (excluding for the
        avoidance of doubt, the Lease);

        "DEBTS" means the book and other debts owing to the Company at the Asset
        Completion Date in connection with the Business and all sums due or
        which with only the passing of time and the submission of invoices will
        become due to the Company under the Contracts whether invoiced or not up
        to and including the Asset Completion Date;



                                     - 2 -


        "DEFERRED CONSIDERATION" means the sum of $5 million;

        "EMPLOYEES" means all those employees of the Company as at the Asset
        Completion Date;

        "ESCROW ACCOUNT" means the account in the name of the Buyer opened for
        the purpose of securing all cash forming part of the Assets and the
        benefit of all subsequent sums received by the Buyer or the Company in
        its capacity as the Buyer's Agent following the Asset Completion;

        "EXCLUDED ASSETS" means the Shares, the Contracts and the lease of the
        Company's office in Accra;

        "FINANCE AGREEMENT" means the loan agreement and security documentation
        between the Senior Lenders (or any other lenders agreed by the Mortgagee
        and the Receiver) and the Company in the agreed form;

        "GOLD INVENTORY" means all gold held by the Company on the Asset
        Completion Date as gold lock up in ore stockpiles and heap leach pads,
        gold in solution ponds, gold on carbon, gold on cathodes and any other
        gold on the property not smelted and boxed ready for shipment to the
        refiner;

        "GOLD PRODUCTION" means the quantity of fine gold in troy ounces
        originating from the Mine that has been verified and reported on a
        refining statement for any period;

        "GOODWILL" means the goodwill of the Company in relation to the
        Business;

        "GOVERNMENT" means the duly constituted government of the Republic of
        Ghana or any political subdivision thereof, whether central, regional,
        district or local, or any judicial body, agency or instrumentality of
        any such government or political subdivision (and is deemed to include,
        for the purposes of any required approval to be obtained hereunder, the
        Bank of Ghana);

        "INITIAL ASSET SALE AGREEMENT" means the agreement entered into on March
        1st, 2002 between each of the parties hereto for the transfer and sale
        of certain assets of the Company to the Buyer;

        "INITIAL CONSIDERATION" means the sum of $4 million less the
        Consideration as defined and payable under the Initial Asset Sale
        Agreement;

        "INTELLECTUAL PROPERTY RIGHTS" means the rights owned by the Company's
        Group and used exclusively in connection with the Business and to
        patents, trade marks, copyrights, designs, know-how and other similar
        rights (whether or not registered) and any applications for the
        protection or registration of such rights as at Asset Completion Date;

        "INTERIM ACTIVITIES" means the care and maintenance of the Assets
        (including for the avoidance of doubt the irrigation of the leach pads
        at the Mine, the processing and sale of any resultant gold) during the
        term of the Company's agency under clause 6.6;

        "INVENTORY" means all inventory owned by the Company at the Asset
        Completion Date;



                                     - 3 -


        "LEASE" means the lease dated 17 September 1992 between the Government
        of Ghana and the Company and with the registration number 2033/1994,
        particulars of which are set out in Schedule 2;

        "LEASE ASSIGNMENT" means the formal instrument of assignment of the
        Lease in the agreed form between the Buyer and the Mortgagee;

        "LEASE COMPLETION" means completion of the transfer of the Lease by the
        Mortgagee to the Buyer;

        "LEASE COMPLETION DATE" means the date falling three Business Days after
        the date upon which:

        (a)    the Buyer has served notice in writing confirming that all
               necessary Government consents have been obtained or procured; and

        (b)    the Mortgagee has served notice in writing confirming that all
               necessary court orders, in each case, required for the transfer
               of the Lease have been granted or obtained;

        "LOAN NOTE" means the non-interest bearing $15,000,000 loan note due
        2999 to be issued by the Buyer;

        "MINE" means the Wassa gold mine, located in South West Ghana on the
        Wassa shear zone, particulars of which are set out in Schedule 2;

        "MORTGAGEE CONSIDERATION" means the sum of the Initial Consideration and
        the Deferred Consideration less the Receiver Consideration to be paid to
        the Mortgagee by the Buyer in respect of the Secured Property
        (Mortgagee);

        "NON-REGULATED ASSETS" means all of the Assets other than the Leases;

        "PARTIES" means each of the Sellers and the Buyer and "PARTY" shall mean
        any one of them;

        "RECEIVER CONSIDERATION" means the fair market value of the Secured
        Property (Receiver) as determined by the Valuer in accordance with
        Clause 6 and to be paid to the Receiver by the Buyer in respect of the
        Secured Property (Receiver);

        "RELATED PERSONS" means in relation to any party its holding companies
        and the subsidiary undertakings from time to time of any such holding
        companies, all of them and each of them as the context admits;

        "ROYALTY AGREEMENT" means the agreement in the agreed form providing for
        the payment of royalties by the Buyer to the Mortgagee with regards to
        all Gold Production at the Mine from the Asset Completion Date;

        "SECURED PROPERTY (MORTGAGEE)" means the property and rights specified
        in Part B of Schedule 3;

        "SECURED PROPERTY (RECEIVER)" means each of the property and rights
        specified in Part A of Schedule 3;



                                     - 4 -


        "SELLERS" means the Company and the Mortgagee and each shall be a
        "SELLER";

        "SENIOR LENDERS" means Standard Bank, Bayerische Hypo-und Vereinsbank
        AG, Dresdner Bank AG and Fortis Bank NV/SA;

        "SHARES" means 90% of the issued capital of the Buyer;

        "STANDARD BANK" means Standard Bank London Limited;

        "TERMINATION DATE" means the date of termination of the Company's agency
        specified in a notice served by the Buyer under Clause 7.5(a); and

        "TRANSFERRED CASH" means the sum of $1 to be transferred by the Company
        to the Buyer as part of the Assets.

        "VALUER" means Ronan Stack of ATS Real Watheralls, 22 Chancery Lane,
        London WC2A 1LT.

2.      INTERPRETATION

2.1     In this Agreement:

        (a)    any reference to any statute or statutory provision shall include
               any statute or statutory provision which amends or replaces, or
               has amended or replaced, it, and vice versa, and shall include
               any rules, regulations or subordinate legislation made under the
               relevant statute provided however that, as between the Parties,
               no such amendment or replacement shall apply for the purposes of
               this Agreement to the extent that it would impose any new or
               extended obligation, liability or restriction on, or otherwise
               adversely affect the rights of any Party;

        (b)    a person shall be deemed to be connected or associated with
               another if that person is an associate of the other within the
               meaning of Section 435 of the Insolvency Act 1986;

        (c)    a document specified to be in the "AGREED FORM" is a reference to
               that document in the form approved and signed by or on behalf of
               each Party for the purpose of identification;

        (d)    the expressions "ACCOUNTING REFERENCE DATE", "ALLOTMENT", "BODY
               CORPORATE", "DEBENTURES", "HOLDING COMPANY", "SUBSIDIARY",
               "SUBSIDIARY UNDERTAKING" and "WHOLLY OWNED SUBSIDIARY" shall have
               the meaning giving in the Companies Act 1985;

        (e)    reference to a "COMPANY" shall be construed so as to include any
               company, corporation or other body corporate, wherever and
               however incorporated or established;

        (f)    references to this Agreement shall include any Recitals and
               Schedules to it and references to Clauses and Schedules are to
               Clauses of and Schedules to this Agreement;



                                     - 5 -


        (g)    use of any gender includes the other genders;

        (h)    references to a "PERSON" shall be construed so as to include any
               individual, firm, company or other body corporate, government,
               state or agency of a state, local or municipal authority or
               government body or any joint venture, association or partnership
               (whether or not having separate legal personality);

        (i)    any reference to a "DAY" (including within the phrase "BUSINESS
               DAY") shall mean a period of 24 hours running from midnight to
               midnight;

        (j)    a reference to any other document referred to in this Agreement
               is a reference to that other document as amended, varied, novated
               or supplemented (other than in breach of the provisions of this
               Agreement) at any time;

        (k)    headings and titles are for convenience only and do not affect
               the interpretation of this Agreement;

        (l)    a reference to any statute statutory instrument, regulation,
               bylaw or other requirement of English law or any English legal
               term for any action, remedy, method of judicial proceeding, legal
               document, legal status, court, official or any legal concept or
               thing shall in respect of any jurisdiction other than England be
               treated as a reference to that which most nearly approximates in
               that jurisdiction to the relevant requirement of English law or
               English legal term;

        (m)    general words shall not be given a restrictive meaning by reason
               of the fact that they are followed by particular examples
               intended to be embraced by the general words; and

        (n)    a reference to "$" or "DOLLARS" shall be a reference to the
               lawful currency of the United States of America.

3.      SALE AND PURCHASE OF THE ASSETS

3.1     The Company shall sell and the Buyer shall purchase such right, title
        and interest as the Company may have in and to the Secured Property
        (Receiver) with effect from the Asset Completion Date.

3.2     The Mortgagee shall sell and the Buyer shall purchase such right, title
        and interest as the Mortgagee may have in the Secured Property
        (Mortgagee) with effect from the Lease Completion Date.

3.3     Subject to the terms of Clause 7.5, as and from the Asset Completion
        Date, the Buyer shall be responsible for the Interim Activities and the
        Sellers shall have no liability in respect thereof other than such
        liability as may arise pursuant to the terms of Clause 7.5 and, save as
        expressly provided in this Agreement, the Buyer shall pay all monies,
        taxes, rent, expenses and outgoings accruing or incurred in connection
        with the Interim Activities. For the avoidance of doubt nothing in this
        Agreement shall impose any liability upon the Buyer for any liability of
        either Seller existing prior to the Asset Completion Date.



                                     - 6 -


4.      CONSIDERATION PAYABLE BY THE BUYER

4.1     The consideration for the Assets shall be the sum of:

        (a)    the Initial Consideration payable in accordance with Clause 4.2,
               which shall be satisfied in cash;

        (b)    the Deferred Consideration payable on the CIL Date, which shall
               be satisfied in cash;

        (c)    the issue by the Buyer to the Company of the Loan Note, which
               shall be issued on the date specified under Clause 4.2; and

        (d)    the obligations of the Buyer under the Royalty Agreement, which
               shall be entered into on the date hereof.

4.2     Subject to Clause 6, the Initial Consideration shall be paid and the
        Buyer shall issue the Loan Note to the Mortgagee on:

               (a)    that day falling three calendar months after the date of
                      this Agreement; or

               (b)    such earlier date as the Buyer may in its absolute
                      discretion determine;

        PROVIDED THAT such date shall not in any case be on or before the day on
        which the Approval has been granted.

4.3     All sums payable by cash to the Mortgagee shall be paid by CHAPS
        transfer to such account of the Mortgagee as the Mortgagee has notified
        in writing is to be used for the purpose of such payment and shall be
        paid without deduction, withholding, set-off or counterclaim whatsoever.

4.4     All sums payable by cash to the Company shall be paid by CHAPS transfer
        to such account of the Company as the Receiver has notified in writing
        is to be used for the purpose of such payment and shall be paid without
        deduction, withholding, set-off or counterclaim whatsoever.

4.5     If any payment falls due on a day which is not a Business Day, payment
        shall be made on the following Business Day.

4.6     All sums payable under this Agreement shall be paid without deduction,
        withholding, set-off or counterclaim whatsoever.

4.7     The Mortgagee undertakes that it shall enter into such subordination
        arrangements with respect to the Loan Note and this Agreement as the
        lenders party to the Finance Agreement may at any time require.

5.      COMPLETION

5.1     The Asset Completion shall take place on the Asset Completion Date at
        the offices of Bentsi Enchill & Letsa.



                                     - 7 -


5.2     At the Asset Completion the Buyer shall deliver to the Mortgagee:

        (a)    the Loan Note;

        (b)    evidence in a form satisfactory to the Sellers that the
               Government of the Republic of Ghana holds not less than a 10%
               shareholding in the equity of the Buyer;

        (c)    an executed copy of the Royalty Agreement; and

        (d)    an executed copy of the Finance Agreement.

5.3     On the Asset Completion Date and upon receipt of each of the documents
        referred to under Clause 5.2, the Company and the Receiver shall deliver
        or give possession of the Secured Property(Receiver) to the Buyer,
        together with a certified copy of the instrument of appointment of the
        Receiver.

6.      VALUATION OF THE CONSIDERATION

6.1     The Receiver and the Buyer shall procure that the Valuer shall prepare
        and deliver to the Receiver and the Buyer for review a draft valuation
        of the fair market value of the Secured Property (Receiver) as at the
        date hereof as soon as practicable following execution of this Agreement
        and in any case within the period of 30 business days thereafter (the
        "DRAFT VALUATION CERTIFICATE");

6.2     The Receiver and the Buyer shall be entitled to examine all the working
        papers and other data and records relating to the preparation of the
        Draft Valuation Certificate with a view to satisfying themselves that it
        has been duly prepared in accordance with this Agreement. Each of the
        Receiver and the Buyer shall then within ten Business Days following the
        Draft Valuation Certificate either:-

        6.2.1  confirm in writing to the other parties to this Agreement that it
               agrees that the Draft Valuation Certificate has been duly
               prepared and determined in accordance with this Agreement; or

        6.2.2  give notice in writing to the other parties to this Agreement why
               it is unable so to confirm.

6.3     If the Receiver or the Buyer fail to so confirm or to give such notice
        in accordance with Clause 6.2, the Draft Valuation Certificate shall be
        conclusively deemed to have been accepted and agreed by the relevant
        party.

6.4     If the Receiver or the Buyer gives notice in accordance with Clause
        6.2.2, the Valuer shall give consideration to the reasons which have
        been submitted in any such notice, (the "SUBMISSIONS") and shall
        determine the Draft Valuation Certificate finally within the period of
        14 Business Days of the expiry of the period specified under Clause 6.2.
        In making such determination the Valuer shall act as an expert and not
        as an arbitrator and his decision shall (in the absence of manifest
        error) be final and binding on the parties. The parties shall procure
        that the Valuer is allowed access to such working



                                     - 8 -


        papers and other data and records as he may reasonably request for the
        purposes of making such determination.

7.      THE MINE

7.1     The Buyer shall be responsible for procuring all necessary third party,
        Government or other regulatory consents required by the Buyer for the
        formal assignment of the Lease and in order to be permitted to operate
        the Mine following the Lease Completion Date. The Company shall use its
        reasonable endeavours to assist the Buyer in procuring the assignment of
        the Lease including taking all reasonable steps necessary to procure any
        order of the High Court of Ghana that is required to permit the transfer
        of the Assets and the Lease as contemplated by the terms of this
        Agreement.

7.2     Upon obtaining all necessary consents for the assignment of the Lease,
        the Buyer shall serve notice in writing of this fact upon the Sellers.

7.3     The Lease Completion shall occur on the Lease Completion Date at the
        offices of Bentsi Enchill & Letsa. At the Lease Completion the Buyer
        shall:

        (a)    deliver evidence satisfactory to the Sellers of the procurement
               of each of the Government consents required for the transfer of
               the Lease;

        (b)    pay the Initial Consideration in the manner prescribed by Clause
               4.3; and

        (c)    deliver an executed copy of the Lease Assignment.

7.4     On the Lease Completion Date, and upon receipt of the documents referred
        to under Clause 7.3, the Mortgagee shall deliver an executed copy of the
        Lease Assignment and deliver or give possession of the Secured Property
        (Mortgagee) owned by it to the Buyer, together with a certified copy of
        the order of the High Court of Ghana made on 4 February 2002 authorising
        sale of the Secured Property (Mortgage).

7.5     As and from the Asset Completion Date:

        (a)    the Parties agree that the Company shall continue to carry out
               the Interim Activities on behalf of the Buyer as the agent of the
               Buyer. The Buyer shall be entitled to terminate the agency of the
               Company at any time by delivery of notice in writing. The Buyer
               shall indemnify the Company with respect to the costs, expenses
               and outgoings incurred by the Company in respect of the carrying
               out of the Interim Activities during the term of the Company's
               agency under this Clause 7.5(a) and

        (b)    the Buyer shall deposit all cash sums forming part of the Assets
               and all further cash sums received by the Buyer, or by the
               Company as agent for the Buyer, in connection with the Cash
               Assets or the carrying out the Interim Activities in the Escrow
               Account. The Buyer shall be entitled to draw from the Escrow
               Account and pay to the Company any sum necessary to meet its
               obligation to indemnify the Company pursuant to Clause 7.5(a).

7.6     All necessary apportionments in relation to the costs, expenses and
        outgoings incurred by either Seller in respect of the operation of the
        Business and the Mine prior to the



                                     - 9 -


        Asset Completion Date will be made with effect as from the Asset
        Completion Date on a normal accounting basis and any sums due by one
        Party to any other in respect of any such apportionment shall be paid
        immediately as and when the same shall be ascertained.

7.7     In consideration of the Company acting as the Buyer's agent as specified
        under Clause 7.5, on the Termination Date the Buyer shall pay a fee to
        the Company equal to the value of the Cash Assets held by the Buyer on
        the Termination Date, less the sum total of all liability for interest,
        expenses and other indemnities of the Buyer under the Finance Agreement
        (or any loan agreement entered into pursuant thereto or in connection
        therewith) on that date (provided that such fee shall not, for the
        avoidance of doubt, be less than zero), by the release of all monies
        held by the Buyer in the Escrow Account, or in the case of any Cash
        Asset not constituted by cash causing that Asset to be delivered or
        formally assigned to the Mortgagee.

7.8     The Company shall be entitled to attempt to sell the Excess Inventory
        during the period between the Asset Completion Date and the Termination
        Date. During such period the Company and the Buyer agree that the Buyer
        shall have a right of first refusal in respect of any of the Excess
        Inventory for which the Company has identified a third party purchaser
        and a sale price. To the extent that the Company continues to
        beneficially own any of the Excess Inventory on the Termination Date,
        the Company agrees to transfer such Excess Inventory to the Buyer in
        consideration of the payment in cash of the sum of $1.

8.      THIRD PARTY ITEMS AND RETENTION OF TITLE

8.1     The Buyer hereby acknowledges that it may be given possession of certain
        assets pursuant to the terms of this Agreement which are subsequently
        found by the Buyer not to be beneficially owned by either Seller. In
        respect of such assets, the Buyer undertakes that it will not hold
        itself out following discovery of such fact as the owner of such assets
        nor sell, offer for sale, assign, discharge, pledge, create or permit
        the creation of a lien on or otherwise deal with such assets and that it
        will keep such assets in its possession and in as good repair and
        condition they were in when such claim or fact came to its notice. The
        Buyer further undertakes that it will deliver possession of such assets
        to the Company (acting by the Receiver) or the owners of such assets
        forthwith on demand and the Buyer agrees to indemnify and keep each
        Seller and the Receiver fully and effectively indemnified against all
        claims, costs, demands, liabilities, actions and expenses of whatsoever
        nature and howsoever arising in connection with any breach by the Buyer
        of its obligations under this Clause.

8.2     If any of the assets which are subject to the terms and conditions of
        this Agreement are effected by any claim for a lien, charge or retention
        of title arising by reason of the conditions of sale and purchase under
        which the Company agreed or purported to purchase the same and such
        claim(s) are advised to be valid by either Seller's solicitors, then,
        upon such Seller or the Receiver communicating such advice to the Buyer,
        the Buyer shall, at its option, either:

        (a)    discharge such claim forthwith by paying the relevant person
               therefore; or

        (b)    deliver the assets (which are the subject of such claim)
               forthwith to the relevant person,



                                     - 10 -


        and shall, in any event, indemnify and keep each of the Sellers and the
        Receiver fully and effectively indemnified against all claims, costs,
        demands, liabilities, actions and expenses of whatsoever nature and
        howsoever arising in connection with any breach by the Buyer of its
        obligations under this Clause. It is agreed, for the avoidance of doubt,
        that in no event shall the Buyer have any right to a refund in respect
        of any item affected by this Clause nor any right of rescission.

9.      EMPLOYEES

9.1     The Company and the Buyer hereby agree and acknowledge that the
        contracts of employment of the Employees shall neither transfer to the
        Buyer nor be terminated by the sale and purchase of the Assets hereunder
        but shall continue until terminated by the Company at its sole
        discretion.

9.2     The Company will indemnify and keep the Buyer fully and effectively
        indemnified against all claims, costs, demands, liabilities, actions and
        expenses of whatsoever nature and howsoever arising in connection with
        any claim for or in respect of wrongful or unfair dismissal or
        redundancy or otherwise in respect of the employment of the Employees by
        the Company.

10.     GOODWILL

        Subject to Clause 7.5, the Buyer acknowledges that the name "WASSA" and
        the rights therein (including without prejudice to the generality of the
        foregoing the right to use the name "WASSA" in relation to the Business
        and the Contracts) is not the property of either Seller and that
        accordingly any use of the name "WASSA" by the Buyer shall be at the
        Buyer's own risk. Notwithstanding the foregoing provisions of this
        Clause 10 the Sellers shall not after the Termination Date use the name
        "WASSA" in connection with the carrying on of any business.

11.     EXCLUSION OF WARRANTIES

11.1    Save for the provisions of Clause 11.6, all other representations,
        warranties and conditions, express or implied and whether statutory or
        otherwise are expressly excluded (including without limitation,
        warranties and covenants for or as to title of the Assets, freedom from
        encumbrances, quiet possession, further assurance, satisfactory quality,
        fitness or purchase and description) in relation to the sale of the
        Assets hereunder. It is agreed by the Buyer that the provisions of this
        Agreement are fair and reasonable in the context of a sale of the
        business and assets of an insolvent company and particularly having
        regard to the following matters, namely:

        (a)    that the Company, the Receiver and the Mortgagee have
               specifically informed the Buyer that the Buyer must rely
               absolutely on its own opinion and/or that of its professional
               advisers concerning the Business, the Assets, the Mine and the
               Lease and the quality, state and condition of the same, their
               fitness and/or suitability for any purpose, the possibility that
               some or all of them may have defects not apparent on inspection
               and examination (which could render it inappropriate that they
               should be described as they are in fact described in this
               Agreement) or the reasons that the Buyer has or should have for
               purchasing the Business, the Mine, the Lease and the Assets and
               the use to which the Buyer intends or should intend to put them;



                                     - 11 -


        (b)    that the Buyer has, and has informed the Company, the Receiver
               and the Mortgagee that they have, skilled professional advice
               available to it concerning the Business and the Assets and the
               matters referred to in sub-clause 11.1(a) above, that it is on
               the basis of this advice that the Buyer has agreed to purchase
               the Business, the Mine, the Lease and the Assets on an "as is"
               basis for a consideration calculated to take into account (inter
               alia) the risk to the Buyer represented by this Agreement, the
               Company, the Mortgagee and the Receiver making it clear that on
               any other basis they would not have agreed to sell the same
               except for a much higher consideration;

        (c)    that the Buyer and its professional advisers have been given
               every opportunity it or they may wish to examine and inspect the
               Mine and all or any of the Assets and all or any books, records
               and documents relating thereto; and

        (d)    that the Company is insolvent and faces the constraints of
               selling necessarily imposed on it in those circumstances; and

        (e)    that the knowledge of the Assets available to:

               (i)    the Receiver and its partners, staff and advisers; and

               (ii)   the Mortgagee and its staff, agents and advisers, is in
                      each case, necessarily limited.

11.2    The Buyer acknowledges, for the avoidance of doubt, that if it shall be
        found that the either Seller does not have title or unencumbered title
        to any or all of the Assets this shall not be a ground for rescinding,
        avoiding or varying any or all of the provisions hereof or for the
        recovery of any or all of the consideration paid by the Buyer hereunder.

11.3    The exclusion of liability set out in this clause shall arise and
        continue notwithstanding the termination of the agency of the Receiver
        before or after the signing of this Agreement and shall operate in
        favour of each of the Receiver and the Mortgagee as waivers of any
        claims in tort as well as under the law of contract and such exclusions
        shall be in addition to and not in substitution for and notwithstanding
        any right of indemnity or relief otherwise available to either Seller
        and/or the Receiver.

11.4    The Buyer accepts and agrees that it shall be its responsibility and at
        its expense to apply for and obtain all necessary or appropriate
        licences, protection orders, legally required consents, permits and
        rights to use or have the benefit of the Assets and the Buyer undertakes
        to indemnify and keep each Seller and the Receiver fully and effectively
        indemnified against all claims, costs, demands, liabilities, actions and
        expenses of whatsoever nature and howsoever arising by reason of any
        infringement of any third party rights in the course of the use of the
        Assets by the Buyer in breach of any duty or requirement of whatever
        kind or howsoever and whenever arising.

11.5    Nothing in this Agreement shall operate to restrict or affect in any way
        any right of the Receiver to an indemnity or to a lien whether under
        Section 44 or Section 234 of the Insolvency Act 1988 or otherwise
        howsoever



                                     - 12 -


11.6    The Receiver is entering into and signing this Agreement as agent for
        the Company and (subject only to the provisions of Clause 12 and any
        breach thereof) shall incur no personal liability whatsoever in respect
        of any matter referred to in this Agreement and, without prejudice to
        the generality of the foregoing, in respect of any of the obligations
        undertaken by either Seller or in respect of any failure on the part
        either Seller to observe, perform or comply with any such obligations or
        in relation to any associated arrangements or negotiations whether such
        liability would arise under Section 44 of the Insolvency Act 1986 or
        otherwise howsoever.

11.7    For the avoidance of doubt:

        (a)    the exclusions and limitations in Schedule 1 shall also apply to
               this Agreement;

        (b)    the liability and obligations of each of the Sellers under this
               Agreement shall be several only in their nature; and

        (c)    in no circumstances shall the liability of the Receiver or the
               Mortgagee arising out of or in connection with this Agreement
               exceed the consideration paid by the Buyer for the Secured
               Property (Receiver) in the case of the Receiver and for the
               Secured Property (Mortgagee) in the case of the Mortgagee.

12.     BOOKS AND RECORDS

        Title to the books, documents, files and records of either Seller is not
        the subject of any sale or assignment to the Buyer hereunder. For a
        period of 18 months from the Asset Completion Date or until such time as
        the Company goes into liquidation or, if earlier, at all reasonable
        times during usual business hours on prior reasonable written notice
        having been given by the Buyer to the Company, the Receiver or any
        subsequently appointed liquidator, the Buyer shall be given reasonable
        access by the Company to such records and documents relating to the
        Business as the Buyer may reasonably require for inspection and use by
        the Buyer. During such period the Buyer shall be entitled to take and
        retain such copies and compile such extracts from such records at its
        own expense as it may reasonably require in order to properly carry on
        the Business following the Asset Completion Date and subject to
        honouring any applicable confidentiality obligations. The Company and
        the Receiver undertake not to destroy any books, documents, files and
        records of either Seller without first giving 30 days notice in writing
        to the Buyer of their intention to do so.

13.     CONFIDENTIAL INFORMATION

13.1    The Company shall not and shall procure that no other member of the
        Company's Group shall use or disclose to any person any Confidential
        Information.

13.2    Clause 13.1 does not apply to:

        (a)    disclosure of Confidential Information to or at the written
               request of the Buyer;

        (b)    use or disclosure of Confidential Information required to be
               disclosed by law, the Dublin Stock Exchange, the rules or
               standards of the London Stock



                                     - 13 -


               Exchange, the listing rules of the UK Listing Authority or any
               other regulatory body;

        (c)    disclosure of Confidential Information to professional advisers
               for the purpose of advising the Company or the Receiver; or

        (d)    Confidential Information which is in the public domain other than
               by the Company's breach of Clause 13.1.

14.     ANNOUNCEMENTS

14.1    No Party shall disclose the making of this Agreement nor its terms nor
        any other agreement referred to in this Agreement (except those matters
        set out in the press release in the agreed form) unless agreed in
        writing by the other Parties (such agreement not to be unreasonably
        withheld) and each Party shall procure that each of its Related Persons
        shall not make any such disclosure without the prior consent of the
        other Parties unless disclosure is:

        (a)    to its professional advisers; or

        (b)    required by law; or

        (c)    required by the rules or standards of the London Stock Exchange,
               the Dublin Stock Exchange or the Listing Rules of the UK Listing
               Authority or the rules and requirements of any other regulatory
               body and disclosure shall then only be made by that Party:

               (i)    after it has taken all such steps as may be reasonable in
                      the circumstances to agree the contents of such
                      announcement with the other Parties before making such
                      announcement and provided that any such announcement shall
                      be made only after notice to the other Parties; and

               (ii)   to the person or persons and in the manner required by law
                      or the rules of the Dublin Stock Exchange, the London
                      Stock Exchange or the UK Listing Authority or such other
                      regulatory body or as otherwise agreed between the
                      Parties.

14.2    The restrictions contained in Clause 14.1 shall apply without limit of
        time.

15.     ASSIGNMENT

15.1    This Agreement is personal to the Parties and accordingly, subject to
        Clauses 15.2 to 15.4, the Buyer may not without the prior written
        consent of the Sellers assign, transfer or declare a trust of the
        benefit of all or any of the Buyer's obligations nor any benefit arising
        under this Agreement.

15.2    Following Completion, the Buyer shall be entitled to charge and/or
        assign the benefit of all (but not part) of its rights under this
        agreement (the "RIGHTS") (in each case by way of security) to a bank or
        financial institution that provides facilities to the Buyer or acts as
        facility agent and security trustee or security agent by way of security
        for the indebtedness of the Buyer incurred in connection with the
        acquisition of the



                                     - 14 -


        Business and Assets (provided always that the Buyer shall procure that
        the Rights may not be further charged or assigned to any third party
        except pursuant to Clause 15.3 below).

15.3    The person to whom the Rights have been charged or assigned in
        accordance with Clause 15.2 above or any administrative receiver
        appointed by it or other person appointed to enforce any such security
        may charge or assign all but not part of the Rights to any third party
        for the purpose of or in connection with such enforcement.

15.4    The Company has charged and/or assigned the benefit of all of its rights
        (but none of its obligations) under this Agreement, the Loan Note and
        the Royalty Agreement to the Mortgagee and the Buyer hereby acknowledges
        and consents such charge and assignment.

16.     COSTS

        Unless expressly otherwise provided in this Agreement each of the
        Parties shall bear its own legal, accountancy and other costs, charges
        and expenses in connection with the sale and purchase of the Assets.

17.     EFFECT OF COMPLETION

        The terms of this Agreement (insofar as not performed at the Asset
        Completion Date and subject as specifically otherwise provided in this
        Agreement) shall continue in force after and notwithstanding the Asset
        Completion.

18.     FURTHER ASSURANCES

        Following the Asset Completion Date, each Seller shall, at the sole
        expense of the Buyer and subject to the provisions of this Agreement,
        execute such further assurances and do such further acts and things
        (insofar as it may be reasonably able and empowered so to do) as shall
        be reasonably necessary for the purpose of transferring to the Buyer all
        of such Seller's right, title and interest in and to the Assets provided
        that this shall not oblige such Seller to become a party to any
        litigation or arbitration proceedings and provided further that no
        document executed pursuant to this Clause shall confer or have the
        effect of conferring on the Buyer any additional right or rights not
        conferred by this Agreement against such Seller. The obligations of each
        Seller under this Clause shall cease six months from the Asset
        Completion Date.

19.     ENTIRE AGREEMENT

        This Agreement (including all documents to be executed pursuant to this
        Agreement) contain the whole agreement between the Parties relating to
        the subject matter of this Agreement and no variation of this Agreement
        shall be effective unless in writing and signed by or on behalf of each
        of the Parties to this Agreement.

20.     WAIVER

20.1    A waiver of any term, provision or condition of, or consent granted
        under, this Agreement shall be effective only if given in writing and
        signed by the waiving or



                                     - 15 -


        consenting Party and then only in the instance and for the purpose for
        which it is given.

20.2    No failure or delay on the part of any Party in exercising any right,
        power or privilege under this Agreement shall operate as a waiver
        thereof, nor shall any single or partial exercise of any such right,
        power or privilege preclude any other or further exercise thereof or the
        exercise of any other right, power or privilege.

21.     INVALIDITY

        If any provision of this Agreement is or becomes invalid, illegal or
        unenforceable in any respect under the law of any jurisdiction:

        (a)    the validity, legality and enforceability under the law of that
               jurisdiction of any other provision; and

        (b)    the validity, legality and enforceability under the law of any
               other jurisdiction of that or any other provision,

        shall not be affected or impaired in any way.

22.     NOTICES

22.1    Any notice, demand or other communication given or made under or in
        connection with the matters contemplated by this Agreement shall be in
        writing and shall be delivered personally or sent by fax or prepaid
        first class post:

        In the case of the Buyer to:         Wexford Goldfields Limited
                                             c/ Bentsi-Enchill & Letsa
                                             1st Floor Teachers' Hall Annex
                                             Education Loop (Off Barnes Road),
                                             Accra
                                             P.O. Box 1632, Accra, Ghana

        Fax:                                 00 233 21 226 129
        Attention:                           Company Secretary

        In the case of the Company to:       Satellite Goldfields Limited
                                             142 Nortei Ababei Loop
                                             Ambassadorial Estates
                                             Roman Ridge, Airport Residential
                                             Area
                                             Accra, Ghana
        Tel:                                 00 233 21 762 305
        Attention:                           Company Secretary

        In the case of the Receiver to:      KPMG Accra



                                     - 16 -


                                             2nd Floor, Mobil House
                                             Liberia Road
                                             Accra, Ghana
        Fax:                                 00 592 2 278 824
        Attention:                           Nii Amanor Dodoo

        In the case of the Mortgagee to:     The Law Debenture Trust Corporation
                                             p.l.c.
                                             5th Floor
                                             100 Wood Street
                                             London EC2V 7EX
        Fax:                                 00 44 (0)207 606 0643
        Attention:                           Trudi Elkington-Poole

        and shall be deemed to have been duly given or made as follows:

        (a)    if personally delivered, upon delivery at the address of the
               relevant Party;

        (b)    if sent by first class post to an address within Ghana, ten
               Business Days after the date of posting;

        (c)    if sent by first class post to an address outside Ghana, two
               Business Days after the date of posting;

        (d)    if sent by air mail, five Business Days after the date of
               posting; and

        (e)    if sent by fax, when despatched;

        provided that if, in accordance with the above provisions, any such
        notice, demand or other communication would otherwise be deemed to be
        given or made outside 9.00 a.m. - 5.00 p.m. on a Business Day such
        notice, demand or other communication shall be deemed to be given or
        made at 9.00 a.m. on the next Business Day.

22.2    A Party may notify the other Party to this Agreement of a change to its
        name, relevant addressee, address or fax number for the purposes of
        Clause 22.1 provided that such notification shall only be effective:

        (a)    on the date specified in the notification as the date on which
               the change is to take place; or

        (b)    if no date is specified or the date specified is less than five
               Business Days after the date on which notice is given, the date
               falling five Business Days after notice of any such change has
               been given.

23.     THIRD PARTY RIGHTS

        The terms of this Agreement may be enforced only by a Party to it and
        shall not create any rights in favour of any third parties whether under
        the Contracts (Rights of Third



                                     - 17 -


        Parties) Act 1999 or otherwise save and except for those granted to the
        Receiver, the Senior Lenders or the Mortgagee. Notwithstanding any
        provision of this Agreement, the Parties do not require the consent of
        any third party to rescind or vary this Agreement at any time.

24.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts which
        together shall constitute the Agreement. Any Party may enter into this
        Agreement by executing a counterpart and this Agreement shall not take
        effect until it has been executed by all Parties.

25.     GOVERNING LAW AND JURISDICTION

25.1    This Agreement (and any dispute, controversy, proceedings or claim of
        whatever nature arising out of or in any way relating to this Agreement
        or its formation) shall, except to the extent otherwise agreed by the
        Parties in writing, be governed by and construed in accordance with
        English law

25.2    Except to the extent otherwise agreed by the Parties in writing:

        (a)    the courts of England have exclusive jurisdiction to settle any
               dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "DISPUTE");

        (b)    the Parties agree that the courts of England are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no Party will argue to the contrary;

        (c)    each Party irrevocably waives any objection which it may have now
               or hereafter to proceedings being brought in the courts of
               England, and any claim that proceedings have been brought in an
               inconvenient forum. Each Party further irrevocably agrees that a
               judgment in any proceedings in the courts of England shall be
               conclusive and binding upon each Party and may be enforced in the
               courts of any other jurisdiction.

25.3    Without prejudice to any other mode of service allowed under any
        relevant law, the Buyer and the Company:

        (a)    each irrevocably appoints Law Debenture Corporate Services
               Limited of 5th Floor, 100 Wood Street, London EC2V 7EX
               respectively as its agent for service of process in relation to
               any proceedings before the English courts in connection with this
               Agreement; and

        (b)    each agrees that failure by a process agent to notify it of the
               process will not invalidate the proceedings concerned.

        If the appointment of a person mentioned in this Clause 25.3 ceases to
        be effective, the relevant Party shall immediately appoint another
        person in England as its agent for service of process in relation to any
        proceeding before the English courts in connection with this Agreement.
        If the relevant Party fails to do so (and such failure



                                     - 18 -


        continues for a period of not less than 15 Business Days), the other
        Party shall be entitled to appoint such a person by notice to the
        relevant Party.

IN WITNESS whereof this Agreement has been executed on the date first above
written.



                                     - 19 -


                                   SCHEDULE 1

                                   EXCLUSIONS

1.      The interest in the Assets which either Seller sells and the Buyer buys
        is such right, title and interest as such Seller may have at the
        commencement of business on the date hereof.

2.      Save as expressly provided in this Agreement the Assets are sold in
        their present state and condition, and whereabouts, and subject to all
        faults and to any extant lien, distraint, execution or detention, or
        claims of third parties over them or in respect of their use the cost of
        discharging or compromising any or all of which shall be for the account
        of the Buyer. The Buyer accepts that it has had opportunity to inspect
        the Mine and the Assets, as have its advisers, and the Buyer
        acknowledges and agrees that it has satisfied itself as to the state and
        condition, and whereabouts of the Assets and as to their fitness for
        such purpose or purposes as the Buyer may intend to use them, and as to
        their correspondence with any description given or to be implied. The
        Mine and the Assets are acquired by the Buyer on the basis that it is
        deemed to be aware for all purposes of the presence of any buildings or
        structure thereon, and of the presence, position or absence of drains,
        services, cables, sewers, tanks, tunnels, wayleaves, easements,
        quasi-easements, rights of light and way and any obligation to give
        vacant possession is modified accordingly.

3.      It is accepted that no reliance has been placed in regard to the matters
        referred to in Clause 10.1 of the Agreement on any statement, or
        silence, of the Company, the Mortgagee, the Receiver or of any of their
        respective employees, solicitors, advisers, valuers, agents, partners or
        representatives.

4.      Any claim of the Buyer, or of any person claiming through it, against
        the Company shall not take effect otherwise than as an unsecured claim.

5.      The exclusions of liability in this Schedule and this Agreement shall
        arise and continue notwithstanding the entry into receivership,
        administration or liquidation of either Seller before or after the
        signing of this Agreement, and shall operate as waivers of any claims in
        tort as well as under the law of contract. Such exclusions shall be in
        addition to, and not in substitution for and notwithstanding any right
        of indemnity or relief otherwise available to either Seller and/or
        Receiver. They shall continue as well after as before completion of this
        Agreement in whole or in part.

6.      Save as expressly provided in this Agreement the Buyer accepts and
        agrees that it shall be its responsibility and at its expense, to apply
        for and obtain all necessary or appropriate licences and rights to use
        the Lease and to operate the Mine, and undertakes to indemnify each
        Seller and the Receiver against any claim by reason of the infringement
        of any third party's rights in the course of use of the Lease and the
        Mine by or on behalf of the Buyer.

7.      Except as expressly provided in this Agreement, neither Seller nor the
        Receiver shall not incur any liability to the Buyer by reason of any act
        or omission, or negligence or default, of any officer or employee, that
        expression including anyone under a contract for services, as well as of
        service, of a Seller or the Receiver whose services may be made
        available to the Buyer on a sub-contract basis from time to time.



8.      Save as expressly provided in this Agreement nothing in this Agreement
        is to require either Seller, the Receiver or the Buyer to discharge in
        whole or in part any liability of the Company outstanding at the Asset
        Completion Date.

9.      If any of the provisions of this Agreement is held not to be valid but
        would be valid if part of the wording were deleted or modified, then
        such provision shall apply with such modification as may be necessary to
        make it enforceable.

10.     Nothing in this Agreement shall, in the absence of an express provision
        to the contrary herein contained, require either Seller to carry out or
        continue to carry out any arrangement or contract, whether single or of
        continuing effect, with third parties and whether in relation to the
        Mine or any of the Assets or otherwise.



                                     - 2 -


                                   SCHEDULE 2

                             THE LEASE AND THE MINE


A certified copy of the Lease has been delivered to the Buyer including full
particulars of the Mine.



                                   SCHEDULE 3

                                     PART A

                           SECURED PROPERTY (RECEIVER)


Each of the moveable items of plant and equipment owned by the Company (but
excluding all cash on and/or at bank other than the Transferred Cash), the
Intellectual Property Rights, the Gold Inventory, the Cash Assets and each other
asset which is a moveable asset for the purposes of the law of Ghana (other than
the Excluded Assets) owned by the Company as at the Asset Completion Date.



                                   SCHEDULE 3

                                     PART B

                          SECURED PROPERTY (MORTGAGEE)

All right, title and interest of the Sellers in the Lease and the Mine together
with all immovable property for the purposes of the laws of Ghana contained in
the Asset Register forming Annexure 1 to this Agreement.



                                   SCHEDULE 4


1.      The purchase by Wexford Goldfields Limited of Satellite Goldfields
        Limited's assets for US$ 9 Million under the terms of this Agreement;

2.      The receipt by Wexford Goldfields Limited of disbursements under the
        Finance Agreement;

3.      The repayment by Wexford Goldfields Limited in foreign currency of the
        principal, interest, fees, costs and charges arising thereunder;

4.      The operation and maintenance by Wexford Goldfields Limited of an
        offshore account to make payments referred to under paragraph 3;

5.      The payment by Wexford Goldfields Limited of the royalty payments in US
        Dollars to Satellite Goldfields Limited under the Royalty Agreement;

6.      The general performance by Wexford Goldfields Limited of its obligations
        under the terms of this Agreement, the Finance Agreement and the Royalty
        Agreement;

7.      The transfer by Satellite Goldfields Limited of its shareholding in
        Wexford Goldfields Limited to Wasford Holdings Limited ("the Shares");

8.      The purchase by Wasford Holdings Limited of the Loan Note; and

9.      The deposit by Wasford Holdings Limited of the certificate in relation
        to the Shares with Standard Bank London Limited and following an Event
        of Default (as defined under the Finance Agreement) to transfer the
        Shares to Standard Bank London Limited or its nominee.



                                     - 2 -


                                         )
SIGNED BY                                )
for and on behalf of SATELLITE           )
GOLDFIELDS LIMITED in the presence of:-  )



SIGNED BY                                )
                                         )
 under power of attorney for and on      )
behalf of WEXFORD GOLDFIELDS LIMITED     )
in the presence of:-



SIGNED BY                                )
for and on behalf of THE LAW DEBENTURE   )
TRUST CORPORATION P.L.C. in the          )
presence of:-                            )



                                   ANNEXURE 1



                                 ASSET REGISTER



                                     - 2 -

EX-2.3

                              Dated June 26, 2002



                           WEXFORD GOLDFIELDS LIMITED
                                 as the Borrower

                                ANY OTHER OBLIGOR
                         PARTY HERETO FROM TIME TO TIME
                          each as an additional Obligor

                          STANDARD BANK LONDON LIMITED
                              as the Facility Agent

                          STANDARD BANK LONDON LIMITED
                             as the Security Trustee

                                       and

              THE LAW DEBENTURE TRUST CORPORATION PLC together with
                any other person party hereto as a Royalty Holder
                             as the Royalty Holders

                 -----------------------------------------------

                             COMMON TERMS AGREEMENT
                                       for
                               WASSA GOLD PROJECT
                 -----------------------------------------------




                            Mayer, Brown, Rowe & Maw
                                11 Pilgrim Street
                                 London EC4V 6RW





                                TABLE OF CONTENTS




                                                                                      PAGE

                                                                                
1.      DEFINITIONS......................................................................1

2.      DEVELOPMENT OF PROJECT..........................................................23

3.      PROJECT ACCOUNTS................................................................27

4.      REPRESENTATIONS AND WARRANTIES..................................................30

5.      COVENANTS.......................................................................37

6.      NEGATIVE COVENANTS..............................................................47

7.      EVENTS OF DEFAULT...............................................................52

8.      INTERCREDITOR PROVISIONS........................................................56

9.      MEETINGS........................................................................59

10.     FINANCE PARTY ACTION FOLLOWING DEFAULTS OR EVENTS OF DEFAULT....................59

11.     PRO RATA SHARING................................................................61

12.     SECURITY AND SECURITY TRUSTEE PROVISIONS........................................62

13.     TRANSFERS.......................................................................77

14.     FEES AND LATE PAYMENTS..........................................................78

15.     MISCELLANEOUS...................................................................79

16.     ACCESSION OF OTHER PARTIES......................................................85

17.     ROLE OF THE LAW DEBENTURE TRUST CORPORATION P.L.C...............................85



SCHEDULE 1            DISCLOSURE SCHEDULE

SCHEDULE 2            SECURITY TRUSTEE DEED OF ACCESSION

SCHEDULE 3            OBLIGOR DEED OF ACCESSION

SCHEDULE 4            ROYALTY HOLDER DEED OF ACCESSION

SCHEDULE 5            FACILITY AGENT DEED OF ACCESSION



                                       -i-

        THIS COMMON TERMS AGREEMENT, dated June 26, 2002 (as the same may be
amended, modified or supplemented from time to time, this "AGREEMENT"), is made
among:

(1)     WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the
        Republic of Ghana (the "BORROWER");

(2)     EACH OTHER OBLIGOR PARTY HERETO FROM TIME TO TIME;

(3)     STANDARD BANK LONDON LIMITED, as agent for the financial institutions
        party to the Loan Agreement as Lenders (the "FACILITY AGENT");

(4)     STANDARD BANK LONDON LIMITED, a company incorporated under the laws of
        England, in its capacity as the security trustee hereunder (the
        "SECURITY TRUSTEE"); and

(5)     THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated under
        the law of England (collectively with each other Royalty Holder party
        hereto from time to time, the "ROYALTY HOLDERS" and each a "ROYALTY
        HOLDER").

RECITALS:

(A)     the Borrower has acquired the Mining Lease and the Borrower owns the
        right to develop and mine the gold and associated minerals contained in
        deposits located in the Lease Area (as defined in the Mining Lease),
        such area being located in Akyempin in the Western District of the
        Republic of Ghana;

(B)     the Borrower has requested that each Original Lender provide a
        Commitment to the Borrower to make Loans for the purposes of enabling
        the Borrower to finance the acquisition of the Mining Lease and other
        assets from the Borrower;

(C)     The Law Debenture Trust Corporation p.l.c. as mortgagee has sold the
        Acquired Assets to the Borrower;

(D)     as security for the due and punctual payment and performance of its
        Obligations, the Borrower is willing to mortgage, charge and otherwise
        secure in favour of the Security Trustee all its right, title and
        interest in, amongst other things, the Project Assets and certain
        agreements relating thereto; and

(E)     the Borrower has agreed to grant certain undertakings to the Finance
        Parties regarding (amongst other things) the Obligations of the Borrower
        to the Finance Parties and the funding, management and completion of the
        Project.

OPERATIVE PROVISIONS:

1.      DEFINITIONS

1.1     DEFINED TERMS

        The following terms when used in this Agreement and each other Finance
        Document, including its and their preamble and recitals, have the
        following meanings:

        "ACQUIRED ASSETS" means the assets the subject of the Asset Sale
        Agreements.

        "ADDRESS FOR NOTICES" is defined in Clause 15.2.

        "ADDITIONAL OBLIGOR" means any person party to a Deed of Accession as an
        Additional Obligor.

        "AGREEMENT" is defined in the preamble.

        "AGREED FORM" means, in respect of any Instrument:

        (a)     in a form executed by the relevant parties and dated on or about
                the date hereof; or





        (b)     if not executed and dated on or about the date hereof,
                substantially in the form initialled on the date hereof by the
                Facility Agent (or Mayer, Brown, Rowe & Maw on its behalf) and
                an Authorised Representative of the Borrower or the Sponsor (or
                Werner & Co on its behalf); or

        (c)     in such form as the Facility Agent and each Obligor party
                thereto (or, if no Obligor is party thereto, the Borrower) agree
                is the Agreed Form of such Instrument for the purposes of this
                Agreement,

        and the Agreed Form of any Instrument described in clause (c) shall have
        precedence over and replace the Agreed Form of such Instrument described
        in clauses (a) or (b).

        "ANNUAL BUDGET" means the annual budget approved pursuant to Clause
        2.1(b).

        "ANNUAL INDEPENDENT ENGINEER'S REPORT" means a report addressed to the
        Facility Agent, the Lenders and any Royalty Holder by the Independent
        Engineer in a form satisfactory to the Required Secured Parties, and
        relating to the status of the Mine and the progress of the Project
        (including, in the case of each Annual Independent Engineer's Report
        prepared in respect of each twelve-monthly period ending on December 31
        of each calendar year, an environmental summary in connection
        therewith), each Obligor's compliance with this Agreement and each other
        Operative Document to which it is a party and such other matters in
        connection therewith as the Facility Agent or any Royalty Holder may
        reasonably request, and relating to each consecutive twelve-monthly
        period ending on December 31 of each calendar year occurring after the
        Effective Date,

        "APPLICABLE LAW" means, with respect to any person or matter, any
        supranational, national, federal, state, provincial, regional or local
        statute, law, rule, treaty, convention, regulation, order, decree,
        directive, measure, procedure, rule, consent, decree, request,
        determination or other requirement (whether or not having the force of
        law) relating to such person or matter and, where applicable, any
        interpretation thereof by any Governmental Agency having jurisdiction
        with respect thereto or charged with the administration or
        interpretation thereof.

        "APPLICABLE MARGIN" means:(a) prior to Economic Completion, 2.5% per
        annum and (b) thereafter, 2.0% per annum.

        "APPROVAL" means an approval, authorisation, license, permit, consent,
        filing or registration by or with any Governmental Agency or other
        person whether or not referred to in Item 1 ("APPROVALS") of the
        Disclosure Schedule.

        "APPROVED BUDGET" means the "FINANCIAL MODEL SUMMARY OF CAPITAL
        EXPENDITURES" to be included in the Financial Model and containing
        details as to Project Costs to be incurred in connection with the
        construction of the Mine, as the same may be amended from time to time
        as a result of changes to the Development Plan made pursuant to Clause
        2.5.

        "APPROVED SUBORDINATED INDEBTEDNESS" means any indebtedness of the
        Borrower to any other Obligor which is subject to the terms of a
        Subordination Agreement.

        "APPROVED PROJECT INDEBTEDNESS" means indebtedness incurred by the
        Borrower (as borrower) where:

        (a)     the proceeds of such indebtedness is provided after the Economic
                Completion Date and is used solely to construct a gold
                processing plant at the Project; and

        (b)     such indebtedness (if incurred prior to the Discharge Date) is
                provided on terms acceptable to (and previously approved in
                writing by) the Required Lenders acting reasonably.

        "ASSET SALE AGREEMENTS" means (a) the asset sale agreement dated March
        1, 2002 between the Borrower and The Law Debenture Trust Corporation
        p.l.c., and (b) the asset sale agreement dated March 15, 2002 between
        the Borrower, The Law Debenture Trust Corporation p.l.c. and SGL (acting
        by its receiver and manager, Nii Amanor Dodoo).



                                      -2-


        "ASSIGNMENTS OF REINSURANCES" means, collectively, each Deed of
        Assignment of Reinsurances between a Ghana Insurer, the Borrower and the
        Security Trustee substantially in the Agreed Form.

        "AUDITOR" means PricewaterhouseCoopers, or such other independent
        certified public or chartered accountants of recognised international
        standing acceptable to the Security Trustee (acting reasonably).

        "AUTHORISED REPRESENTATIVE" means, relative to any Obligor, those of its
        officers whose signatures and incumbency shall have been certified:

        (a)     prior to the Discharge Date, to the Facility Agent and each
                Royalty Holder; or

        (b)     on and after the Discharge Date, to each Royalty Holder,

        in each case as such Obligor's Authorised Representative.

        "AVAILABILITY PERIOD" is defined in the Loan Agreement.

        "BORROWER" is defined in the preamble.

        "BORROWER SECURITY AGREEMENT (GHANA-DEBENTURE)" means the Security
        Agreement between the Borrower and the Security Trustee relating to the
        Ghanaian assets of the Borrower substantially in the Agreed Form.

        "BORROWER SECURITY AGREEMENT (U.K.-DEBENTURE)" means the Debenture
        between the Borrower and the Security Trustee relating to the
        non-Ghanaian assets of the Borrower substantially in the Agreed Form.

        "BORROWER SECURITY AGREEMENTS" means, collectively, the Borrower
        Security Agreement (Ghana-Debenture) and the Borrower Security Agreement
        (U.K.-Debenture).

        "BUSINESS DAY" is defined in the Loan Agreement.

        "CALCULATION DATE" means the Economic Completion Date and each March 31,
        June 30, September 30 and December 31 in each calendar year occurring
        after the Economic Completion Date.

        "CAPITAL CONTRIBUTION" means a contribution made (whether in cash or
        otherwise and whether directly or indirectly) by one person to the
        ordinary share capital or equity of another person.

        "CAPITAL EXPENDITURES" means, for any period and with respect to any
        person, the sum of:

        (a)     the aggregate amount of all expenditures of such person for
                fixed or capital assets (including expenditures incurred in
                connection with deferred development costs) made during such
                period which would be classified as capital expenditures;

                plus

        (b)     the aggregate amount payable by such person during such period
                in respect of all Capital Leases which such person has entered
                into as lessee.

        "CAPITAL LEASES" means any lease of property (real or personal) which
        could be classified as a borrowing in accordance with GAAP.

        "CASH FLOW PERIOD" means, in connection with any repayment of any Loan
        or the payment of interest to be made on any Cash Sweep Date pursuant to
        any Finance Document, the Fiscal Quarter ending approximately one month
        before such Cash Sweep Date.

        "CASH FLOW SCHEDULE" means the schedules included in the Financial Model
        (excluding, however, the schedule of "Capital Costs") and setting forth
        the projected Future Net Cash Flow of, and containing other financial
        and operational data relating to, cash flow projected to be generated by
        the Project as the



                                      -3-


        same may be amended from time to time as a result of changes to the
        Development Plan made pursuant to Clause 2.5.

        "CASH SWEEP DATE" means the last day of each January, April, July,
        October in each calendar year.

        "CAYSTAR" means Caystar Holdings, a company incorporated under the laws
        of the Cayman Islands.

        "CAYSTAR HOLDINGS SECURITY AGREEMENT" means the Deed of Charge between
        Caystar and the Security Trustee substantially in the Agreed form.

        "CEDI" and the sign "C" means the lawful money of Ghana.

        "CENTRAL BANK" means the Bank of Ghana.

        "CFAD" means, for any Cash Flow Period, the lesser of:

        (a)     the product of:

                (i)     Gross Cash Flow for such Cash Flow Period, minus

                (ii)    Project Costs for such Cash Flow Period, minus

                (iii)   Excess Cash Flow for such Cash Flow Period, and

        (b)     Excess Revenue for such Cash Flow Period.

        "CHANGE IN CONTROL" means, commencing from the New Ownership Date, any
        of the following:

        (a)     the failure of the Sponsor to own directly or indirectly (and to
                have sole power to vote and dispose of), free and clear of all
                liens 100% of the share capital (however designated) of the
                immediate holding company of the Borrower; or

        (b)     the failure of the Holding Company to own directly (and to have
                sole power to vote and dispose of), free and clear of all liens
                (other than those granted in favour of Finance Parties pursuant
                to the Holding Company Security Agreement) 90% of the share
                capital (however designated) of the Borrower, unless as a result
                of a Permitted Expropriation.

        "CHARGED SHARES" means each of the shares the subject of liens granted
        pursuant to the Share Security Agreements.

        "COMMITMENT" is defined in the Loan Agreement.

        "COMMITTED PRICE PROTECTION AGREEMENTS" means net forward sale, spot
        deferred sales or other contracts (including put options) providing for
        a binding commitment to sell (or in the case of the counterparty to any
        put options, buy) Gold.

        "COMPLIANCE CERTIFICATE" means a certificate duly executed by an
        Authorised Representative of the Borrower substantially in the Agreed
        Form.

        "CONTRACTORS" means, collectively:

        (a)     the Manager;

        (b)     the Project Engineer;

        (c)     any Mining Contractor;

        (d)     the Refiner; and



                                      -4-


        (e)     any other person who the Borrower and the Security Trustee agree
                is a Contractor.

        "CONTRACTORS' UNDERTAKINGS" means:

        (a)     the Manager's Confirmation and Undertaking;

        (b)     The Project Engineer's Confirmation and Undertaking;

        (c)     the Mining Contractor's Confirmation and Undertaking;

        (d)     the Refiner's Confirmation and Undertaking; and

        (e)     any other Instrument which the Borrower and the Security Trustee
                agree in writing is a Contractor's Undertaking.

        "CONTRACTUAL OBLIGATION" means, relative to any person, any provision of
        any security issued by such person or of any Instrument or undertaking
        to which such person is a party or by which it or any of its property is
        bound.

        "DACTA" is defined in Clause 17(a).

        "DANGEROUS SUBSTANCE" means any natural or artificial substance which
        may give rise to a material risk of causing harm to man or any other
        living organism or damaging the environment including any controlled,
        special, hazardous, toxic, radioactive or dangerous waste.

        "DEED OF WARRANTY" means the Deed of Warranty, Confirmation and
        Conditions in the Agreed Form, from the Government of Ghana in favour of
        the Borrower and issued in connection with the Project.

        "DEFAULT" means any Potential Event of Default.

        "DEFERRED CONSIDERATION" is defined in the Asset Sale Agreements dated
        March 15, 2002 among the Borrower, The Law Debenture Trust Corporation
        p.l.c. and SGL (acting by its receiver and manager, Nii Amanor Dodoo).

        "DEVELOPMENT PLAN" means the Development Plan agreed pursuant to Clause
        2.3 as amended pursuant to Clause 2.

        "DISCHARGE DATE" means the date on which all the Liabilities to the
        Lenders have been irrevocably and fully discharged and any Commitment to
        advance monies on the part of any of the Lenders under the Loan
        Agreement has been cancelled or terminated.

        "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
        Schedule 1.

        "DISCOUNT RATE" means, in connection with the calculation of Present
        Value of Future Net Cash Flow on any date in respect of the Loan Life
        Ratio and Project Life Ratio, an interest rate per annum in the amount
        of the sum of: (x) the LIBOR calculated by the Security Trustee for such
        period as it may select plus (y) the then Applicable Margin.

        "DISPUTE" is defined in Clause 15.15(a).

        "DOLLAR" and the sign "U.S.$" means the lawful currency of the United
        States of America.

        "ECONOMIC COMPLETION" means the achievement of production at the Mine
        and shipment to the Refiner by the Borrower of not less than 30,000
        Ounces in any twelve month period (or such other alternative criteria as
        the Secured Parties may agree with the Borrower from time to time).

        "ECONOMIC COMPLETION CERTIFICATE" means a certificate (together with all
        attachments thereto) duly executed in one or more counterparts by an
        Authorised Representative of the Sponsor and the Borrower, substantially
        in the Agreed Form (or in such other form as the Secured Parties may
        consent



                                      -5-


        to in order to reflect any alternative criteria of the nature referred
        to in the definition of "ECONOMIC COMPLETION").

        "ECONOMIC COMPLETION DATE" means the first Business Day immediately
        following the day on which Economic Completion shall have occurred, no
        Default shall have occurred, the initial Development Plan shall have
        become effective in accordance with Clause 2 and the Facility Agent
        shall have received:

        (a)     counterparts of the Economic Completion Certificate executed by
                each person referred to in the definition thereof; and

        (b)     (i)     a Compliance Certificate calculated on the basis of the
                        Development Plan as then in effect (including any
                        changes thereto arising as a result of the circumstances
                        referred to in Clause 2.5(c) or 2.5(a)(ii)) as at the
                        proposed Economic Completion Date pursuant to Clause
                        5.2(c) together with an independent verification from
                        the Independent Engineer in form reasonably satisfactory
                        to the Secured Parties with respect to the statements
                        and calculations contained in such Compliance
                        Certificate; and

                (ii)    a compliance certificate pursuant to the Support
                        Agreement calculated as at the proposed Economic
                        Completion Date and in form and substance satisfactory
                        to the Secured Parties.

        "EFFECTIVE DATE" is defined in Clause 15.14.

        "ENFORCEMENT EVENT" means the taking of any action by:

        (a)     the Facility Agent pursuant to Clause 17 of the Loan Agreement;
                and

        (b)     the Royalty Holder pursuant to Clause 6.1 of the First Royalty
                Agreement or by any other Royalty Holder pursuant to any similar
                provision in any other Royalty Agreement; or

        (c)     the occurrence of any Insolvency Default.

        "ENVIRONMENTAL IMPACT STATEMENT" means such Instrument that the Borrower
        and the Security Trustee shall agree from time to time is the
        Environmental Impact Statement (including pursuant to Clause 2.2).

        "ENVIRONMENTAL LAW" means any Applicable Law (including the
        Environmental Protection Agency Act of Ghana 1994 and the World Bank
        Environmental and Safety Guidelines) relating to or imposing liability
        or standards of conduct concerning the protection of human health, the
        environment or the conditions of the workplace or the generation,
        transportation, storage or treatment, processing or disposal of any
        Dangerous Substance including laws relating to reclamation of land and
        waterways and laws relating to emissions, discharges, releases or
        threatened releases of pollutants, contaminants, chemicals, or
        industrial, toxic or hazardous substances or wastes into the environment
        (including ambient air, surface water, ground water, land surface or
        subsurface strata) or otherwise relating to the manufacture, processing,
        distribution, use, treatment, storage, disposal, transport or handling
        of pollutants, contaminants, chemicals, or industrial, toxic or
        hazardous substances or wastes.

        "ENVIRONMENTAL LICENCE" means any permit, licence, authorisation,
        consent or other approval required by any Environmental Law.

        "ENVIRONMENTAL REVIEW STANDARDS" is defined in Clause 4.19(a).

        "EVENT OF DEFAULT" is defined in Clause 7.1.

        "EXCESS CASH FLOW" means, for any Cash Flow Period, the amount,
        calculated in Dollars of:



                                      -6-


        (a)     the number of Ounces (if any) produced in such Cash Flow Period
                in excess of the number of Ounces forecast in the initial
                Development Plan to be produced during such Cash Flow Period
                (after ignoring any increases in forecast production in the
                Development Plan as a result of any changes to the Development
                Plan made pursuant to Clause 2.5), multiplied by

        (b)     $280 less Project Operating Costs per ounces for such Cash Flow
                Period as forecast in the initial agreed Development Plan
                (without amendment pursuant to Clause 2).

        "EXCESS REVENUE" means, for any Cash Flow Period, the amount calculated
        in Dollars:

        (a)     the number of Ounces actually produced and sold during such Cash
                Flow Period, multiplied by

        (b)     the average revenue per Ounce actually received from Production
                by the Borrower during such Cash Flow Period which is in excess
                of $280 per Ounce.

        "EXPERT" means any person as is agreed by the Lenders, each Royalty
        Holder and the Borrower to act as expert to determine the dispute, or
        failing such agreement, a person nominated by the president of the
        Institute of Mining and Metallurgy (or its successory body) for such
        purposes upon application by the first of either the Borrower, or the
        Facility Agent or the Royalty Holder.

        "FACILITIES" is defined in the Loan Agreement.

        "FACILITY AGENT" is defined in the preamble.

        "FACILITY AGENT DEED OF ACCESSION" means a deed of accession
        substantially in the form of Schedule 5.

        "FACILITY AGENT LIABILITIES" means any Liabilities due, owing or
        incurred to the Facility Agent (other than in respect of any Liabilities
        due, owing or incurred to a Secured Party, including in respect of a
        covenant to pay any liabilities due to such Secured Party) by any
        Obligor.

        "FEASIBILITY STUDY" means such document as the Borrower and the Secured
        Parties shall agree is the Feasibility Study (including pursuant to
        Clause 2.2(b)).

        "FINAL MATURITY DATE" means the date which is five years from the New
        Ownership Date.

        "FINANCE DOCUMENT" means any of (a) this Agreement; (b) the Loan
        Agreement; (c) the Security Agreements; (d) the Support Agreement; (e)
        the Subordination Agreements; (f) each other Instrument executed by any
        Obligor or any affiliate thereof evidencing any obligation (monetary or
        otherwise) to any Finance Party in connection with and pursuant to this
        Agreement, the other Operative Documents and the transactions
        contemplated hereby and thereby and delivered to any Finance Party
        (including, at any time when any Commitment is outstanding or any
        Principal Amount of any Loan or any interest accrued thereon is then
        outstanding to any Finance Party, any Price Protection Agreement in
        effect at such time entered into between the Borrower and any Lender);
        (g) so long as the Deferred Consideration remains unpaid, the Asset Sale
        Agreements; (h) the Royalty Agreement; and (i) any other Instrument
        which the Security Trustee and the Borrower agree is a Finance Document.

        "FINANCE PARTIES" means, collectively, the Representatives, the Lenders
        and the Royalty Holder.

        "FINANCIAL MODEL" means the Financial Model referred to in Clause 2.3(a)
        or such other financial model which the Borrower and the Security
        Trustee agree is the Financial Model.

        "FIRST ROYALTY AGREEMENT" means the Royalty Agreement dated the same
        date hereof between the Borrower and The Law Debenture Trust Corporation
        p.l.c..

        "FISCAL QUARTER" means any quarter of a Fiscal Year.



                                      -7-


        "FISCAL YEAR" means, with respect to any Obligor, any period of twelve
        consecutive calendar months ending on 31 December, and references to a
        Fiscal Year with a number corresponding to any calendar year (e.g., the
        "2002 FISCAL YEAR") refer to the Fiscal Year ending on the 31 December
        occurring during such calendar year.

        "FOREIGN EXCHANGE RETENTION ACCOUNT AGREEMENT" means the Foreign
        Exchange Retention Account Agreement in the Agreed Form between the
        Borrower, the Project Account Banks, the Security Trustee, the Trust
        Account Bank and the Bank of Ghana.

        "FUNDED DEBT SERVICE" means, for any period, the amount in Dollars which
        will be necessary in order to pay in full all principal and interest and
        other amounts accruing in respect of Funded Indebtedness which (in the
        case of all such principal, interest or other amounts) are scheduled to,
        or otherwise are reasonably expected to, become due and payable during
        that period.

        "FUNDED INDEBTEDNESS" means, at any date, the sum of the Principal
        Amount of all outstanding Loans denominated in Dollars at such date.

        "FUTURE NET CASH FLOW" means, for any period, the remainder of:

        (a)     the Dollar equivalent (calculated at the date of determination
                of Future Net Cash Flow) of:

                (i)     in the case of any Ounces which are covered by a Price
                        Protection Agreement in effect on the relevant date of
                        calculation, at the price for delivery of Gold specified
                        in such Price Protection Agreement (or, if no price
                        other than a floor price for delivery of Gold is
                        specified in such Price Protection Agreement, the
                        minimum price for the delivery of Gold referred to
                        therein); and

                (ii)    in the case of all other Ounces, the lesser of the
                        London Gold Price per Ounce on the date of determination
                        of Future Net Cash Flow and the average of the London
                        Gold Price per Ounce for the six months preceding the
                        date of determination of Future Net Cash Flow,

                the excess of (x) the total estimated Ounces from Production
                during such period as calculated from the Cash Flow Schedule,
                less (y) the aggregate payments of Ounces or currency payable
                during such period by way of production royalties calculated and
                payable as a percentage of Gold produced and sold in connection
                with the operation of the Mine,

                less

        (b)     Project Costs for such period (excluding, however, Funded Debt
                Service for such period).

        "GAAP" is defined in Clause 1.6.

        "GHANA" means the Republic of Ghana.

        "GHANA ACCOUNT (CEDI)" is defined in Clause 3.1(b).

        "GHANA ACCOUNT (DOLLARS)" is defined in Clause 3.1(a).

        "GHANA INSURER" means any insurer operating in Ghana approved (prior to
        the Discharge Date) by the Facility Agent or (thereafter) by the Royalty
        Holder and which is a party to an Assignment of Reinsurance.

        "GOLD" means gold bullion measured in fine ounces troy weight.

        "GOVERNMENTAL AGENCY" means any supranational, national, federal, state,
        provincial, regional, or local government or governmental department or
        other entity charged with the administration, interpretation or
        enforcement of any Applicable Law and shall include the Minerals
        Commission of the Republic of Ghana and the Central Bank.



                                      -8-


        "GROSS CASH FLOW" means, for any Cash Flow Period, the amount calculated
        in Dollars (without double counting) as the sum of:

        (a)     in the case of any Ounces produced during such Cash Flow Period
                and which are covered by a Price Protection Agreement, the price
                actually received for such Ounces under such Price Protection
                Agreement, multiplied by the number of such Ounces; and

        (b)     for all other Ounces produced during such Cash Flow Period, the
                actual price received for such Ounces multiplied by the number
                of such Ounces.

         "GROUP" means the Sponsor, its subsidiaries and subsidiary undertakings
        and their subsidiaries and subsidiary undertakings and "GROUP MEMBER"
        means any such entity.

        "HAZARDOUS MATERIAL" means any pollutant, contaminant or hazardous,
        dangerous or toxic chemical, material, substance or waste within the
        meaning of any Environmental Law.

        "HOLDING COMPANY" means (a), initially, the immediate holding company of
        the Borrower from time to time; and (b) on and from the New Ownership
        Date, Wasford.

        "HOLDING COMPANY SECURITY AGREEMENT" means the Deed of Charge between
        Wasford and the Security Trustee substantially in the Agreed Form.

        "HOLDING COMPANY - BORROWER LOAN AGREEMENT" means the subordinated loan
        agreement between the Borrower and Wasford in the Agreed Form.

        "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or report
        of any independent certified public accountant or any independent
        chartered accountant as to any financial statement of any Obligor, any
        qualification or exception to such opinion or report:

        (a)     which relates to such Obligor and its status as a "going
                concern" or which is of a similar nature to the foregoing;

        (b)     which relates to any limited scope of examination of material
                matters relevant to such financial statement; or

        (c)     which relates to the treatment or classification of any item in
                such financial statement and which, as a condition to its
                removal, would require an adjustment to such item the effect of
                which would be to cause the Sponsor or the Borrower to be in
                default of any of its respective obligations under Clause 5.1 or
                the Sponsor shall be in breach of any similar clause of the
                Support Agreement.

        "INDEMNIFIED LIABILITIES" is defined in Clause 15.4.

        "INDEMNIFIED PARTIES" is defined in Clause 15.4.

        "INDEPENDENT ENGINEER" mean such independent mining consultant as is
        retained by the Security Trustee on behalf of the Secured Creditors
        after consulting with the Borrower and taking into account the
        Borrower's reasonable views (without being bound by such views).

        "INDEPENDENT ENGINEER'S CERTIFICATE" means a certificate duly executed
        by an Authorised Representative of the Independent Engineer,
        substantially in the Agreed Form.

        "INSOLVENCY DEFAULT" means any (a) Event of Default of the nature
        referred to in Clause 7.1(f), or (b) condition or event which, after
        notice, lapse of time, the making of any required determination or any
        combination of the foregoing, would constitute an Event of Default of
        the nature referred to in Clause 7.1(f).

        "INSTRUMENT" means any contract, agreement, indenture, mortgage,
        document or writing (whether by formal agreement, letter or otherwise)
        under which any obligation is evidenced, assumed, or



                                      -9-


        undertaken, or any lien (or right or interest therein) is granted or
        perfected or purported to be granted or perfected.

        "INSURANCE CONSULTANT'S CERTIFICATE" means a certificate duly executed
        by the Insurance Consultant substantially in the Agreed Form.

        "INSURANCE CONSULTANT" means any Insurance Consultant of international
        repute as shall be retained by the Security Trustee (acting on the
        instructions of the Required Secured Parties) after consulting with the
        Borrower.

        "INSURANCE POLICIES" means each policy or contract of insurance entered
        into by the Borrower or otherwise by any other person in connection with
        the Project.

        "INSURANCE SUMMARY" means the summary in the Agreed Form of the
        insurance requirements of, and policies in effect for, the Project
        prepared by the Insurance Consultant and in form and substance
        satisfactory to the Finance Parties.

        "INTEREST PERIOD" is defined in the Loan Agreement

        "INVESTMENT" means all expenditures made and all liabilities incurred
        (contingently or otherwise) for the acquisition of shares or
        indebtedness of, or for loans, advances, capital contributions or
        transfers of property to, or in respect of any guarantees (or other
        contingent obligations) or obligations of, any person.

        "LAWDEB" is defined in Clause 17(a).

        "LBMA" means the London Bullion Market Association and its successor
        organisations.

        "LENDERS" is defined in the Loan Agreement.

        "LIABILITIES" means, with respect to any Obligor, all Obligations of
        such Obligor now or hereafter due, owing or incurred to the Finance
        Parties (or any of them) in whatsoever manner in any currency or
        currencies whether present or future, actual or contingent, whether
        incurred solely or jointly with any other person and whether as
        principal or surety in each case under the Finance Documents (or any of
        them) together with all interest accruing thereon and all costs, charges
        and expenses incurred by any Finance Party, receiver or other insolvency
        officer in connection therewith.

        "LIBOR" has the same meaning as in the Loan Agreement; provided that
        where LIBOR is to be determined in respect of Liability due to a person
        other than a Lender or the Facility Agent, the reference to the "Agent"
        in the definition of LIBOR in the Loan Agreement (and any defined term
        used therein) shall instead be a reference to the Security Trustee.

        "LOAN" is defined in the Loan Agreement.

        "LOAN AGREEMENT" mean the Project Facility Agreement dated [o], 2002
        between the Borrower, the Lenders and the Facility Agent.

        "LOAN COVER RATIO" means, for any period, the ratio, expressed as a
        percentage, of:

        (a)     Future Net Cash Flow for such period,

                to

        (b)     Funded Debt Service in respect of the Loans for such period.

        "LOAN LIFE RATIO" means, at any date, the ratio, expressed as a
        percentage, of:

        (a)     the Present Value of Future Net Cash Flow for the period
                commencing on such date and ending on the Final Maturity Date
                for the Loans,



                                      -10-


                to

        (b)     Funded Indebtedness in respect of the Loans at such date.

        "LONDON GOLD FIXING" means a gold price fixing meeting among the members
        for the time being of the London gold market.

        "LONDON GOLD PRICE" means, on any day, the fixing price per Ounce (in
        Dollars) as announced at the afternoon London Gold Fixing for such day;
        provided, however, that if the afternoon London Gold Fixing shall not
        have occurred for that day, the "LONDON GOLD PRICE" for such day shall
        be the fixing price per Ounce (in Dollars) as announced at the morning
        London Gold Fixing for such day or if the morning London Gold Fixing
        shall not have occurred for such day, the "LONDON GOLD PRICE" for such
        day shall be the publicly quoted price per Ounce (in Dollars) on such
        other accessible international gold market (allowing for physical
        delivery of such Gold) as may be reasonably selected by the Security
        Trustee; and provided, further, however, that in the event the Security
        Trustee shall have been unable to select any other such international
        gold market, then the "LONDON GOLD PRICE" for such day shall mean such
        price as the Security Trustee shall reasonably determine. In the event
        that such day is not a Business Day, then the "London Gold Price" shall
        be the London Gold Price on the immediately preceding Business Day.

        "MANAGEMENT AGREEMENT" means the Management Agreement in respect of the
        Project between the Manager and the Borrower in the Agreed Form.

        "MANAGER" means the Sponsor (or such other person approved by the
        Security Trustee) in its capacity as Manager under the Management
        Agreement.

        "MANAGER'S CONFIRMATION AND UNDERTAKING" means the Deed of Confirmation
        and Undertaking between the Sponsor, the Security Trustee and the
        Borrower in the Agreed Form.

        "MARKET MAKER" means a person which, as principal, holds itself out as
        consistently willing to enter into transactions for the purchase or sale
        of Gold in the London Gold Market at prices for spot settlement
        determined by it generally rather than in respect of each particular
        transaction.

        "MATERIAL AGREEMENT" means any Instrument which is or may be material to
        any material aspect of the Project, and shall include any material
        agreement for the construction, mining, financing or the management of
        any aspect of the Project.

        "MATERIAL ADVERSE DEVIATION" means, in respect of any Annual Budget, a
        material adverse change in the production, income, cashflow, Funded Debt
        Service, Project Capital Costs or Project Operating Costs of more than
        25% during any rolling six monthly period of the period covered by such
        Annual Budget.

        "MATERIALLY ADVERSE EFFECT" means, with respect to any Obligor, an
        effect, resulting from any occurrence of whatever nature (including any
        adverse determination in any litigation, arbitration, employment dispute
        or governmental or administrative investigation or proceeding), which is
        materially adverse to the ability of such Obligor to make any payment
        (of principal, interest, fees or otherwise) under any Finance Document
        or to perform any other material obligation required under any Operative
        Document to which it is or may become a party (including, any
        obligations to develop, construct and operate the Project in accordance
        with the Development Plan) or to grant and perfect the liens granted or
        purported to be granted and perfected by such Obligor pursuant to any
        Security Agreement or to such Obligor's consolidated financial
        condition, business, operations or assets.

        "MINE" means, collectively, all properties, assets or other rights,
        whether real or personal, tangible or intangible, now owned or leased or
        hereafter acquired by or for the benefit of the Borrower which assets
        are used or intended for use in or forming part of the Project (and, for
        the avoidance of doubt, shall include:

        (a)     the gold deposits located in the Lease Area (as defined in the
                Mining Lease); and



                                      -11-


        (b)     all associated beneficiation facilities, together with all plant
                sites, waste dumps, ore dumps, crushing circuits, abandoned
                heaps, power supply systems and ancillary and infrastructure
                facilities located at the Mine).

        "MINE OUTPUT" means all products from the Mine, including dore and Gold.

        "MINING CONTRACT" means the Instrument, to be entered between the Mining
        Contractor and the Borrower, in relation to mining works at the Project
        substantially in the Agreed Form.

        "MINING CONTRACTOR" means any Mining Contractor approved in writing by
        the Security Trustee acting on the instructions of the Required Secured
        Parties (acting reasonably) and party to the Mining Contract.

        "MINING CONTRACTOR'S CONFIRMATION AND UNDERTAKING" means the Deed of
        Confirmation and Undertaking to be entered into by the Mining
        Contractor, the Security Trustee and the Borrower substantially in the
        Agreed Form.

        "MINING LEASE" means the Mining Lease, dated September 17, 1992, between
        the Government of Ghana and SGL (and assigned or to be assigned pursuant
        to the Asset Sale Agreement dated March 1, 2002 to the Borrower)
        together with all ancillary documents, annexes and consents relating
        thereto provided to the Facility Agent.

        "MINING RIGHTS" means all interests in the surface of any lands, the
        minerals (being Gold and associated minerals) or that may be extracted
        from any land, all royalty agreements, water rights, mining claims,
        mineral leases, mining licenses, joint ventures and other leases,
        rights-of-way, inurements, licenses and other rights and interests used
        by or necessary to the Borrower to construct, develop and operate the
        Mine.

        "MONTHLY MINE REPORT" means a monthly report from the Borrower addressed
        to the Lenders and each Royalty Holder relating to the development and
        operation of the Project and delivered in either digital or paper form.

        "NEW OWNERSHIP DATE" means:

        (a)     the first date upon which the Borrower becomes a subsidiary of a
                direct holding company other than SGL; or

        (b)     such other date that the Borrower and the Security Trustee
                (acting upon the instructions of all Secured Parties) agree is
                the New Ownership Date.

        "OBLIGATIONS" means, with respect to any Obligor, all obligations of
        such Obligor with respect to the repayment or performance of all
        obligations (monetary or otherwise) of such Obligor arising under or in
        connection with this Agreement and each other Finance Document and where
        the term "OBLIGATIONS" is used without specific reference to a
        particular Obligor, such term means the Obligations of each Obligor.

        "OBLIGORS" means, collectively, the Borrower, the Sponsor, any
        Subordinated Creditor (other than, for the avoidance of doubt, the
        Royalty Holder) party to any Subordination Agreement from time to time
        and any person which accedes to this Agreement as an Additional Obligor
        or whom the Borrower and the Security Trustee agree is an Obligor and
        "OBLIGOR" means any of them.

        "OBLIGOR DEED OF ACCESSION" means a deed of accession substantially in
        the form of Schedule 3.

        "OPERATING ACCOUNT" is defined in Clause 3.2(a).

        "OPERATIVE DOCUMENTS" means, collectively, the Finance Documents and the
        Project Documents.



                                      -12-


        "ORGANIC DOCUMENT" means, with respect to each Obligor, its regulations,
        other constitutional documents and any and all shareholder agreements,
        voting trusts, and similar arrangements applicable to any of such
        Obligor's authorised shares of capital stock or other equity interests.

        "ORIGINAL LENDER" is defined in the Loan Agreement.

        "OUNCE" means a fine ounce troy weight of gold bullion in a form readily
        tradeable with members of the LBMA from time to time.

        "PAYMENT CURRENCY" is defined in Clause 15.9(a)(i).

        "PERMITTED DISTRIBUTION" means any payment made by the Borrower or the
        Holding Company to another Obligor where:

        (a)     such payment is made on a Cash Sweep Date occurring after the
                Economic Completion Date;

        (b)     such payment is not in excess of CFAD for the Cash Flow period
                immediately preceding such Cash Sweep Date;

        (c)     all Obligations then due and outstanding have been paid;

        (d)     the Borrower has provided a Compliance Certificate dated as at
                such Cash Sweep Date confirming (to the Security Trustee's
                satisfaction) that all forward looking financial covenants in
                the Finance Documents will continue to be met once such payment
                is made; and

        (e)     no Default shall have occurred and none shall result from such
                payment.

        "PERMITTED EXPROPRIATION" means a single or series of compulsory
        acquisitions by Ghana of not more than twenty two and twenty two one
        hundredths of a per cent (22.22%) in aggregate of the Charged Shares in
        the Borrower:

        (a)     which is in accordance with the Deed of Warranty; and

        (b)     the proceeds of which are:

                (i)     paid by Ghana in Dollars;

                (ii)    subject to the Holding Company Security Agreement;

                (iii)   advanced by way of an accounting entry by the Holding
                        Company to the Borrower as Subordinated Borrower
                        Intercompany Indebtedness pursuant to a loan agreement
                        in a form and substance acceptable to the Required
                        Secured Parties; and

                (iv)    actually paid directly to the Security Trustee for
                        application in accordance with Clause 12.15.

        "PERMITTED LIEN" is defined in Clause 6.4.

        "POTENTIAL EVENT OF DEFAULT" means any Event of Default or any condition
        or event which, after notice, lapse of time, the making of any required
        determination or any combination of the foregoing, would constitute an
        Event of Default.

        "PRESENT VALUE OF FUTURE NET CASH FLOW" means, for any period (a
        "CALCULATION PERIOD"), the sum of the balance of the Debt Service
        Accruals Account (at the relevant Calculation Date for such Present
        Value of Future Net Cash Flow) plus the aggregate of discounted Future
        Net Cash Flow for such Calculation Period calculated as set forth
        herein. Each Calculation Period shall be divided into consecutive
        periods (each a "DISCOUNT PERIOD") of three months (or, in the case of
        the last such period, the period commencing on the last day of the
        penultimate such period and ending on the last day of the Calculation
        Period), and any Future Net Cash Flow scheduled to accrue during any
        Discount Period



                                      -13-


        shall be discounted at the Discount Rate as in effect on the date of
        calculation of Present Value of Future Net Cash Flow to the first day of
        such Calculation Period from the day which represents the end-point of
        such Discount Period.

        "PRICE PROTECTION PROJECT COSTS" is defined in Clause 5.11.

        "PRICE PROTECTION AGREEMENTS" is defined in Clause 5.11.

        "PRICE PROTECTION COUNTERPARTIES" is defined in Clause 5.11.

        "PRICE PROTECTION OBLIGATIONS" means, with respect to any person, all
        liabilities of such person under interest rate swap agreements, interest
        rate cap agreements and interest rate collar agreements, and all other
        agreements, options or arrangements designed to protect such person
        against fluctuations in interest rates, currency exchange rates or
        precious metals prices (including any Price Protection Agreements).

        "PRINCIPAL AMOUNT" means, with respect to any Loan outstanding (or to be
        outstanding) at any date, the aggregate principal amount (calculated in
        Dollars) of such Loan at such date.

        "PROCESS AGENT" is defined in Clause 15.16.

        "PRODUCTION" means, for any period, the number of ounces of Gold
        contained in dore which have been produced, or (in the case of any
        period or portion thereof to occur in the future) which are scheduled
        (from the Economic Completion Date, in the Cash Flow Schedule) to be
        produced, at the Mine during such period.

        "PROJECT" means the construction, development and operation of the Mine
        in accordance with the Development Plan.

        "PROJECT ACCOUNT BANK (GHANA)" means such bank located in Accra as may
        be appointed by the Borrower (with the consent of the Security Trustee)
        with which the Project Accounts (Ghana) shall be maintained.

        "PROJECT ACCOUNT BANK (U.K.)" means Standard Bank London Limited (or
        such other bank located in London as may be appointed by the Borrower
        (with the consent of the Security Trustee) with which the Project
        Accounts (U.K.) shall be maintained).

        "PROJECT ACCOUNT BANKS" means, collectively, the Project Account Bank
        (Ghana), the Project Account Bank (U.K.), and the Trust Account Bank.

        "PROJECT ACCOUNTS (GHANA)" means, collectively, the Ghana Account
        (Cedis) and the Ghana Account (Dollars).

        "PROJECT ACCOUNTS (U.K.)" means, collectively, the Operating Account,
        the Trust Account and such other accounts as the Borrower and the
        Security Trustee shall agree is a Project Account (U.K.).

        "PROJECT ACCOUNTS" means, collectively, the Project Accounts (Ghana) and
        the Project Accounts (U.K.).

        "PROJECT ASSETS" means all properties, assets or other rights, whether
        real or personal, tangible or intangible, now owned or hereafter
        acquired by or for the benefit of the Borrower which are used or
        intended for use in or forming part of the Mine, including all
        properties, licenses, assets or other rights acquired by the Borrower
        with the proceeds of any Loan.

        "PROJECT CAPITAL COSTS" means, for any period, the aggregate of all
        Capital Expenditures scheduled to be, or, as the case may be, actually
        paid in accordance with the Approved Budget (or, in the case of any such
        payment scheduled to be, or, as the case may be, actually paid after the
        Economic Completion Date, in accordance with the Cash Flow Schedule) by
        the Borrower during such period in respect of the Project.



                                      -14-


        "PROJECT COSTS" means, for any period, the Project Operating Costs and
        the Project Capital Costs for such period.

        "PROJECT DOCUMENTS" means, collectively:

        (a)     the Mining Contract, the Management Agreement, the Refining and
                Purchase Agreement, the Mining Lease, the Deed of Warranty, the
                Foreign Exchange Retention Account Agreement and all related
                Instruments, in each case in the form provided to the Facility
                Agent in connection with its execution and delivery of the Loan
                Agreement;

        (b)     all Price Protection Agreements not constituting Finance
                Documents;

        (c)     all other Instruments (excluding any Finance Document) required
                to be provided to the Facility Agent or Security Trustee
                pursuant to Clause 5.2(p) in the form supplied pursuant to such
                clause; and

        (d)     each other Instrument which the Borrower and the Security
                Trustee agree is a Project Document.

        "PROJECT ENGINEERING CONTRACT" means the Instrument, to be entered
        between the Project Engineer and the Borrower, in relation to the
        feasibility study, construction and commissioning works at the Project
        substantially in the Agreed Form.

        "PROJECT ENGINEER" means Metallurgical Design and Management Pty Ltd, in
        cooperation with SRK Limited, and Knight Piesold Pty Ltd, or such other
        project engineering contractor approved in writing by the Security
        Trustee acting on the instructions of the Required Secured Parties
        (acting reasonably) and party to the Project Engineering Contract.

        "PROJECT ENGINEER'S CONFIRMATION AND UNDERTAKING" means the Deed of
        Confirmation and Undertaking to be entered into by the Project Engineer,
        the Security Trustee and the Borrower substantially in the Agreed Form.

        "PROJECT LIFE RATIO" means, at any date, the ratio, expressed as a
        percentage, of:

        (a)     Present Value of Future Net Cash Flow for the period commencing
                on such date and ending on the last day of the Project Period,

                to

        (b)     Funded Indebtedness in respect of each Loan at such date.

        "PROJECT OPERATING COSTS" means, for any period, the aggregate of all
        payments scheduled to be, or, as the case may be, actually paid by the
        Borrower to any person (excluding, however, any payment to any affiliate
        of the Borrower other than payments to the Sponsor in respect of
        management fees pursuant to the Management Agreement permitted to be
        made by the Borrower pursuant to Clause 6.7(d)) during such period in
        accordance with the Cash Flow Schedule (or, in the case of any such
        payment scheduled to be, or, as the case may be, actually paid prior to
        the Economic Completion Date, the Approved Budget) together with any
        applicable profit, income, property and other taxes or royalties imposed
        by any Governmental Agency scheduled to be, or, as the case may be,
        actually paid, during such period, in each such case to the extent that
        such payments are scheduled to be paid in connection with the operation
        of the Mine, including:

        (a)    the cash costs scheduled to be, or, as the case may be, actually
               paid, in accordance with the Cash Flow Schedule during such
               period in connection with the operation, maintenance and
               reclamation of the Mine in order to mine, mill, leach, refine
               and/or deliver Project Output for sale (including payments to the
               Sponsor under the Management Agreement);

        (b)    Funded Debt Service for such period and net payments for such
               period in respect of Price Protection Obligations;



                                      -15-


        (c)     any royalty payments scheduled to be, or, as the case may be
                actually, made in respect of any Royalty Agreements; and

        (d)     any Representative Liabilities.

        "PROJECT OUTPUT" means all products from the Mine.

        "PROJECT PARTY" means each Obligor and each Contractor and any of their
        respective affiliates, representatives, advisers (excluding legal
        advisers and other similar professional advisers not actually engaged in
        the construction, development, operation or maintenance of the Mine),
        consultants, officers, directors or other associates of any such person
        retained, employed or consulted by such person in connection with the
        consummation of the Project or the operation of the Mine.

        "PROJECT PERIOD" means the period commencing on the Effective Date and
        continuing until the date on which the Proven and Probable Reserves have
        been extracted, milled, refined and sold in accordance with the
        Development Plan.

        "PROJECT SITE" means the site located near Akyempin in the Western
        Region of Ghana which is subject to the Mining Lease.

        "PROVEN AND PROBABLE RESERVES" means (a) initially, 600,000 Ounces, less
        the amount of Ounces mined and shipped and in respect of which a royalty
        has been paid in compliance with each Royalty Agreement (provided that
        nothing in this paragraph (a) shall be construed as a representation by
        the Borrower that the actual proven and probable reserves as at the date
        hereof are 600,000 Ounces; and (b) thereafter, the amount of reserve
        Ounces established pursuant to Clause 2.5 to be the reserves of Ounces
        at the Mine, determined and calculated as set forth in the Development
        Plan (or the most recent amendment thereto) (or, to the extent not set
        forth therein, to the reasonable satisfaction of the Independent
        Engineer) and in accordance with the standards of Canada's National
        Instrument NI 43-101 less the amount of Ounces mined and shipped since
        the effective date of such Development Plan (or, if amended from time to
        time, since the last such amendment) and in respect of which a royalty
        has been paid in compliance with each Royalty Agreement.

        "RECEIVER" means any receiver or manager appointed over all or any
        property of any Obligor.

        "RECOVERY RATE" means the factor determined in the Development Plan (or
        the historical rate, if higher) to account for the efficiency of the
        mining and processing operations and used to estimate the Ounces to be
        produced and shipped from the Mine.

        "REFINER" means, initially Johnson Matthey PLC, and thereafter Societe
        Generale or such other person who the Borrower and the Security Trustee
        shall agree from time to time is the Refiner.

        "REFINER'S CONFIRMATION AND UNDERTAKING" means the Deed of Confirmation
        and Undertaking between the Refiner, the Security Trustee and the
        Borrower substantially in the Agreed Form.

        "REFINING AND PURCHASE AGREEMENT" means: (a) the refining agreement
        between the Borrower and the Refiner relating to the Project,
        substantially in the Agreed Form, or (b) any other Instrument which the
        Borrower and the Security Trustee agree is the Refining and Purchase
        Agreement.

        "RELEASE DATE" means the first date upon which each of the following
        shall have occurred on such date:

        (a)     a Development Plan having been delivered and become effective
                pursuant to Clause 2.3;

        (b)     Economic Completion Date shall have occurred;

        (c)     the Finance Documents shall have been amended to include any
                covenants (including, without limitation in respect of minimum
                Loan Life Ratio, minimum Loan Cover Ratio, Minimum Project Life
                Ratio, minimum Reserve Value Ratios, maintenance of Proven and
                Probable Reserves, minimum account balances, and project account
                agreements) agreed by the Secured Parties and the Borrowers in
                respect of the period after Economic Completion; provided that,



                                      -16-


                for the avoidance of doubt, if no agreement is reached pursuant
                to this paragraph (c), then the Release Date shall not have
                occurred; and

        (d)     no Default shall have occurred and be subsisting.

        "RELEVANT CURRENCY" is defined in Clause 15.9(a)(i).

        "REPEATING REPRESENTATION" means the representations set out in Clause 4
        and any other representation which any Obligor and the Security Trustee
        agree is a Repeating Representation.

        "REPAYMENT DATE" means each Facility A Loan Repayment Date and Facility
        B Loan Repayment Date as each such term is defined in the Loan
        Agreement.

        "REPRESENTATIVES" means, collectively, the Facility Agent and the
        Security Trustee and "Representative" shall be construed accordingly.

        "REPRESENTATIVES LIABILITIES" means, collectively, Facility Agent
        Liabilities and Security Trustee Liabilities.

        "REQUIRED CAPITAL EXPENDITURES" means those bona fide Project Capital
        Costs which the Security Trustee acting on the instructions of the
        Required Secured Parties (acting reasonably and in consultation with the
        Independent Engineer) determines are required to operate, manage and
        maintain the Mine in normal working condition.

        "REQUIRED COMPLETION EXPENDITURES" means those bona fide Project Costs
        details of which are confirmed to the Borrower by the Independent
        Engineer, and which the Security Trustee acting on the instructions of
        the Required Secured Parties (acting in consultation with the
        Independent Engineer) determines are required to achieve Economic
        Completion.

        "REQUIRED LENDERS" is defined in the Loan Agreement.

        "REQUIRED PRICE PROTECTION PERIOD" means, at any date on and from
        Economic Completion the period commencing on that date and ending on the
        date forecast by the then effective Development Plan to be the Discharge
        Date.

        "REQUIRED SECURED PARTIES" means Secured Parties having, in the
        aggregate, a Voting Entitlement of more than 66 2/3%.

        "REQUIREMENT OF LAW" means, as to any person, its Organic Documents and
        any Applicable Law or Contractual Obligation binding on or applying to
        such person.

        "RESERVE VALUE COVER RATIO" means, on any date, the ratio (expressed as
        a percentage), of:

        (a)     the product of:

                (i)     the Proven and Probable Reserves on that date multiplied
                        by,

                (ii)    the lower of U.S.$280.00 and the average London Gold
                        Price for the preceding 6 months.

                to

        (b)     Funded Indebtedness in respect of the Loans on such date.

        "RIGHTS OF SET OFF" means from time to time, in relation to a creditor,
        every right (whether conferred by law or otherwise) which that creditor
        or any one or more of its subsidiaries has to combine or net credit
        balances and debit balances, directly or indirectly, being balances
        which belong to any Obligor, or are owing by any Obligor to, or are
        deposits by any Obligor with, that creditor or any one or more of its
        subsidiaries.



                                      -17-


        "ROYALTY AGREEMENTS" means the First Royalty Agreement and any other
        Instrument which the Security Trustee and the Borrower agree is a
        Royalty Agreement.

        "ROYALTY HOLDER" is defined in the preamble.

        "ROYALTY HOLDER DEED OF ACCESSION" means a deed of accession
        substantially in the form of Schedule 4.

        "ROYALTY PRINCIPAL AMOUNT" means, as at any date: (a) the amount of
        liquidated damages that would have been payable on such date pursuant to
        Clause 6.1 of the First Royalty Agreement (assuming an Event of Default
        had occurred and the Royalty Holder had exercised its right to demand
        payment pursuant to Clause 6.1 of the First Royalty Agreement); and (b)
        the amount of liquidated damages that would have been payable on such
        date pursuant to any provision of any other Royalty Agreement which is
        substantially Clause 6.1 of the First Royalty Agreement (assuming an
        Event of Default had occurred and the Royalty Holder had exercised its
        right to demand payment pursuant to such provision of such Royalty
        Agreement)

        "SECURED PARTIES" means each Lender and each Royalty Holder.

        "SECURITY AGREEMENTS" means, collectively, the Contractors'
        Undertakings, the Borrower Security Agreements, the Share Security
        Agreements, the Assignments of Reinsurances, all Instruments delivered
        pursuant to any provision thereof and any other Instrument which any
        Obligor and the Security Trustee agree is a Security Agreement.

        "SECURITY DOCUMENT" is defined in Clause 12.1.

        "SECURITY TRUST PROPERTY" means all right, title and interest of the
        Security Trustee under or in any of the Security Documents (other than
        rights held only for its own account).

        "SECURITY TRUSTEE" is defined in the preamble.

        "SECURITY TRUSTEE DEED OF ACCESSION" means a deed of accession
        substantially in the form of Schedule 2.

        "SECURITY TRUSTEE INDEMNIFIED LIABILITIES" is defined in Clause
        12.39(d).

        "SECURITY TRUSTEE LIABILITIES" means any Liabilities due, owing or
        incurred to the Security Trustee (other than in respect of any
        Liabilities due, owing or incurred to a Secured Party, including in
        respect of any covenant to pay Liabilities due to such Secured Party) by
        any Obligor.

        "SELECTION NOTICE" is defined in the Loan Agreement.

        "SGL" means Satellite Goldfields Limited, a company incorporated under
        the laws of Ghana.

        "SHARE SECURITY AGREEMENTS" means the Caystar Holdings Security
        Agreement, the Holding Company Security Agreement and any other
        Instrument which any Obligor and the Security Trustee agree is a Share
        Security Agreement.

        "SHAREHOLDERS EQUITY" means the aggregate (as of the relevant date for
        calculation) of:

        (a)     the amount paid in on the Borrower's ordinary share capital and
                on non-redeemable preference share capital;

        (b)     the aggregate amount standing to the credit of the reserves of
                the Borrower (including any share premium account, capital
                redemption reserve fund, any credit balance on profit and loss
                account, any reserves on revaluation of assets and any other sum
                which by standard accounting practice generally accepted in the
                United Kingdom is treated as part of equity); and



                                      -18-


        (c)     the amount of any long-term loan made by any holding company or
                shareholder of the Borrower no part of which is repayable or
                capable of becoming repayable prior to the Discharge Date,

        but after deducting from such aggregate amount:

                             (x)    any amounts set aside for dividends
                                    permitted under this Agreement or Taxation
                                    (including deferred Taxation) payable by the
                                    Borrower or attributable to goodwill or
                                    other intangible assets; and

                             (y)    any debit balance on the profit and loss
                                    account of the Borrower (except to the
                                    extent that a deduction in respect of such
                                    debit balance has already been made in
                                    calculating Shareholders' Equity).

        "SPONSOR" means Golden Star Resources Ltd.

        "STANDARD BANK" means Standard Bank London Limited.

        "SUBORDINATED CREDITOR" means any person party to a Subordination
        Agreement as a subordinated creditor.

        "SUBORDINATED NOTE" means the U.S.$15,000,000 subordinated note issued
        by the Borrower to The Law Debenture Trust Corporation p.l.c. and to be
        transferred to the Holding Company pursuant to the Share Sale Agreement.

        "SUBORDINATION AGREEMENT" means:

        (a)     the subordination agreement between the Borrower, the Security
                Trustee, and each other Obligor party thereto from time to time
                substantially in the Agreed Form; or

        (b)     any other Instrument which the Security Trustee and the Borrower
                agree is a Subordination Agreement.

        "SUPPORT AGREEMENT" means the agreement between the Security Trustee and
        the Sponsor substantially in the Agreed Form.

        "TAX CREDIT" is defined in Clause 15.6.

        "TAX PAYMENT" is defined in Clause 15.6.

        "TAXATION" means the incurrence of a Tax.

        "TAXES" is defined in Clause 15.5(a).

        "TECHNICAL REVIEW" means the project audit, containing a review of the
        technical aspects of the Project (including a review of the Feasibility
        Study), to be prepared by the Independent Engineer in connection with
        the implementation of this Agreement and, for the purposes of Clause
        4.18(c) only, approved by the Security Trustee acting on the
        instructions of the Secured Parties (acting reasonably).

        "TRUST ACCOUNT" means the Dollar account of the Borrower established by
        the Trust Account Bank pursuant to the Foreign Exchange Retention
        Account Agreement.

        "TRUST ACCOUNT BANK" means Stanbic of Ghana Limited (or such other bank
        located in London as may be appointed pursuant to the Foreign Exchange
        Retention Account Agreement and with which the Trust Account shall be
        maintained).



                                      -19-


        "UNITED STATES" or "U.S." means the United States of America, each of
        its states and the District of Columbia.

        "UTILISATION DATE" is defined in the Loan Agreement.

        "UTILISATION REQUEST" is defined in the Loan Agreement.

        "VOTING ENTITLEMENT" is defined in Clause 8.2.

        "WASFORD" means Wasford Holdings, a company incorporated under the laws
        of the Cayman Islands.

        "WORLD BANK ENVIRONMENTAL AND SAFETY GUIDELINES" means the World Bank
        Environmental and Safety Guidelines for Open Pit Mining.

1.2     ADDITIONAL DEFINITIONS

        Any reference in this Agreement or any other Finance Document to:

        (a)     an "AFFILIATE" of any person is a reference to a subsidiary or a
                holding company, or a subsidiary of a holding company, of such
                person;

        (b)     references to the "BORROWER", the "FACILITY AGENT", the "HOLDING
                COMPANY", "LENDER", "OBLIGOR", "RECEIVER", the "ROYALTY HOLDER",
                the "SECURITY TRUSTEE", or the "SPONSOR" shall be construed so
                as to include their respective successors and permitted
                transferees and assigns in accordance with their respective
                interests and any references to any obligation of, in the case
                of this Agreement only, the Holding Company or any other Obligor
                (other than Golden Star Resources Ltd., which, for the avoidance
                of doubt is not intended to be a party to this Agreement but is
                intended to be an Obligor for all purposes of this Agreement
                including, without limitation clause 7) shall only apply upon
                the Holding Company or such other Obligor (as the case may be)
                becoming party to this Agreement;

        (c)     "CONTROL" means the power of one person to:

                (i)     vote more than fifty percent (50%) of the issued share
                        capital of a second person or the voting power in such
                        second person; or

                (ii)    direct the management, business or policies of such
                        second person, whether by contract or otherwise;

        (d)     "FINANCIAL INDEBTEDNESS" shall be construed as a reference to
                any indebtedness for or in respect of moneys borrowed or raised
                by whatever means (including by means of acceptances under any
                acceptance credit facility, the issue of loan stock, any
                liability in respect of Capital Leases and any obligations
                evidenced by bonds, notes, debentures or similar instruments) or
                for the deferred purchase price of assets or services (excluding
                normal trade debt which does not include any interest payment or
                finance charge) or any other transaction having the commercial
                effect of a borrowing; provided, however, that any interest,
                commission, fees or other like financing charges shall be
                excluded save to the extent that the same has been capitalised;

        (e)     a "GUARANTEE" includes a standby letter of credit, an indemnity
                and any other obligation (howsoever called) of any person to
                pay, purchase or provide funds (whether by the advance of money,
                the purchase of or subscription for shares or other securities,
                the purchase of assets or services or otherwise) for the payment
                of or to assist in or provide means of discharging or otherwise
                be responsible for, any indebtedness of, or the solvency of any
                other person;

        (f)     "GUARANTEED INDEBTEDNESS" means, with respect to any person, all
                indebtedness of such person in respect of guarantees or other
                similar assurances against loss given by such person in respect
                of the indebtedness of other persons;



                                      -20-


        (g)     a "HOLDING COMPANY" of a company or corporation shall be
                construed as a reference to any company or corporation of which
                the first-mentioned company or corporation is a subsidiary;

        (h)     "INDEBTEDNESS" shall be construed so as to include any
                obligation (whether incurred as principal or as surety) for the
                payment or repayment of money, whether present or future, actual
                or contingent;

        (i)     a "LIEN" means any mortgage, charge, pledge, hypothecation,
                assignment by way of security, deposit arrangement, encumbrance,
                lien (statutory or otherwise), title retention, finance lease,
                factoring or discounting of debts or other security interest on
                or over present or future assets of the person concerned
                securing any obligation of any person or any other type of
                preferential or trust arrangement having a similar effect,
                including any such security interest which arises or is imposed
                by operation of law;

        (j)     a "MONTH" is a reference to a period starting on one day in a
                calendar month and ending on the numerically corresponding day
                in the next calendar month save that, where any such period
                would otherwise end on a day which is not a Business Day, it
                shall end on the next Business Day, unless that day falls in the
                calendar month succeeding that in which it would otherwise have
                ended, in which case it shall end on the preceding Business Day;
                provided, however, that, if a period starts on the last Business
                Day in a calendar month or if there is no numerically
                corresponding day in the month in which that period ends, that
                period shall end on the last Business Day in that later month
                (and references to "months" shall be construed accordingly);

        (k)     a "PERSON" means any natural person, corporation, partnership,
                firm, association, trust, government, governmental agency or any
                other entity, whether acting in an individual, fiduciary or
                other capacity;

        (l)     a "QUARTER" means each three month period beginning in any year,
                on each of 1st January, 1st April, 1st July, 1st October or, if
                any such date is not a Business Day, the immediately preceding
                Business Day;

        (m)     a "SUBSIDIARY" of a company or corporation shall be construed as
                a reference to any company or corporation:

                (i)     which is controlled, directly or indirectly, by the
                        first mentioned company or corporation;

                (ii)    more than half the issued share capital of which is
                        beneficially owned, directly or indirectly, by the
                        first-mentioned company or corporation; or

                (iii)   which is a subsidiary of another subsidiary of the first
                        mentioned company or corporation;

        (n)     a "SUBSIDIARY UNDERTAKING" shall have the same meaning as in the
                Companies Act 1985; and

        (o)     the "WINDING-UP" or "DISSOLUTION" of a company or the
                appointment of an "ADMINISTRATIVE RECEIVER", a "RECEIVER",
                "MANAGER", "LIQUIDATOR" or an "ADMINISTRATOR" with respect to a
                company shall be construed so as to include any equivalent or
                analogous proceedings or, as the case may be, person under the
                law of the jurisdiction in which such company is incorporated or
                any jurisdiction in which such company carries on business.

1.3     INTERPRETATION

        Unless a clear contrary intention appears, this Agreement and each other
        Finance Document shall be construed and interpreted in accordance with
        the provisions set forth below:

        (a)     reference to any Instrument (including any other Finance
                Document), or document (including the Annual Budget, the
                Approved Budget, Cash Flow Schedule, Development Plan, Financial
                Model and Insurance Summary) means such Instrument or document
                as amended,



                                      -21-


                supplemented, novated, refinanced, replaced, waived, restated or
                modified, and in effect from time to time in accordance with the
                terms thereof and, if applicable, the terms hereof;

        (b)     reference to any Applicable Law means such Applicable Law as
                amended, modified, codified or reenacted, in whole or in part,
                and in effect from time to time, including rules and regulations
                promulgated thereunder;

        (c)     a reference to a time of day shall be construed as a reference
                to London time;

        (d)     "INCLUDING" (and with correlative meaning "INCLUDE") means
                including without limiting the generality of any description
                preceding such term;

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

        (f)     reference to any person includes such person's successors,
                substitutes and assigns but, if applicable, only if such
                successors, substitutes and assigns are permitted by this
                Agreement or such other Finance Document, and reference to a
                person in a particular capacity excludes such person in any
                other capacity or individually;

        (g)     reference to any gender includes any other gender;

        (h)     "HEREUNDER", "HEREOF", "HERETO", "HEREIN" and words of similar
                import shall be deemed references to this Agreement or such
                other Finance Document, as the case may be, as a whole and not
                to any particular clause or other provision hereof or thereof;

        (i)     relative to the determination of any period of time, "FROM"
                means "FROM (AND INCLUDING)" and "TO" means "TO (BUT
                EXCLUDING)";

        (j)     a reference to a "CORPORATION" or "COMPANY" shall be construed
                as a reference to the analogous form of business entity used in
                any relevant jurisdiction;

        (k)     when an expression is defined, another part of speech or
                grammatical form of that expression has a corresponding meaning;
                and

        (l)     a reference to fees, costs, charges or expenses includes all
                value added tax or other applicable taxes imposed thereon.

1.4     USE OF DEFINED TERMS

        Unless otherwise defined or the context otherwise requires, terms for
        which meanings are provided in this Agreement and each Finance Document
        shall have such meanings when used in the Insurance Summary, each
        Utilisation Request, each Selection Notice, each Compliance Certificate,
        each other Finance Document and each notice and other communication
        delivered from time to time in connection with this Agreement or any
        other Finance Document.

1.5     CROSS-REFERENCES

        Unless otherwise specified, references in this Agreement and in each
        other Finance Document to any Clause or Schedule are references to such
        Clause or Schedule of this Agreement or such other Finance Document, as
        the case may be, and unless otherwise specified, references in any
        Clause, or definition to any clause are references to such clause of
        such Clause, or definition.

1.6     ACCOUNTING AND FINANCIAL DETERMINATIONS

        All accounting terms used herein or in any other Finance Document shall
        be interpreted, all accounting determinations and computations hereunder
        or thereunder shall be made, and all financial statements required to be
        delivered hereunder or thereunder shall be prepared in accordance with,
        generally accepted accounting principles in Canada ("GAAP"), in each
        case, applied (subject to the provisions of



                                      -22-


        Clause 1.7) on a basis consistent with the preparation of the financial
        statements referred to in Clause 5.2(a).

1.7     CHANGE IN ACCOUNTING PRINCIPLES

        If, after the Effective Date, there shall (without prejudice to Clause
        1.6 and Clause 5.2(b)(ii)) be any change to any Obligor's Fiscal Year,
        or in the application of the accounting principles used in the
        preparation of the financial statements referred to in Clause 4.6 as a
        result of the promulgation of rules, regulations, pronouncements, or
        opinions issued by the governing or similar body of the independent
        certified public or chartered accountants with responsibility for
        preparing the audited accounts of the Sponsor and its subsidiaries from
        time to time which changes result in a change in the method of
        calculation of financial covenants, standards, or terms applicable to
        such Obligor found in this Agreement or any other Finance Document, the
        parties hereto agree promptly to enter into negotiations in order to
        amend such financial covenants, standards or terms so as to reflect
        equitably such changes with the desired result that the evaluation of
        such Obligor's financial condition shall be the same after such changes
        as if such changes had not been made; provided, however, that until all
        Secured Parties have given their consent to such amendments, such
        Obligor's financial condition shall continue to be evaluated on the same
        principles as those used in the preparation of the financial statements
        referred to in Clause 4.6.

1.8     GENERAL PROVISIONS AS TO CERTIFICATES AND OPINIONS, ETC.

        Whenever the delivery of a certificate is a condition precedent to the
        taking of any action by any Finance Party or the occurrence of any event
        hereunder, the truth and accuracy of the facts and the diligent and good
        faith determination of the opinions stated in such certificate shall in
        each case be conditions precedent to the right of any Obligor to have
        such action taken, and any certificate executed by any Obligor shall be
        deemed to represent and warrant that the facts stated in such
        certificate are true and accurate.

2.      DEVELOPMENT OF PROJECT

2.1     BUDGETS

        (a)     The Borrower shall submit to the Security Trustee, the Facility
                Agent, each Royalty Holder and the Independent Engineer:

                (i)     prior to the New Ownership Date; and

                (ii)    not later than 30 days after the beginning of any
                        subsequent 12 consecutive monthly period after the end
                        of any Annual Budget (including the Supplemental Annual
                        Budget referred to below),

                an annual budget which shall set out the proposed Production for
                12 monthly period commencing with such calendar month and the
                proposed Project Costs that it shall incur in such 12 monthly
                period, provided that the Borrower may in January 2003 submit a
                supplemental annual budget for the 12 month period running from
                January 1, 2003 to December 31, 2003.

        (b)     Within 10 days of receipt of any such budget, the Security
                Trustee shall advise the Borrower if the Required Secured
                Parties have approved such annual budget and if any amendments
                to such annual budget are required by the Independent Engineer
                or the Security Trustee. If within such 10 day period the
                Security Trustee does not advise the Borrower of any amendments
                required to such annual budget, then such annual budget shall be
                deemed approved by the Required Secured Parties. If the Security
                Trustee or the Independent Engineer makes any amendments to any
                proposed annual budget, the Borrower shall incorporate such
                amendment into such annual budget and any such decision of the
                Security Trustee or the Independent Engineer shall be conclusive
                and binding. Upon being approved (including with any amendment
                required pursuant to this clause (b)), such annual budget shall
                be the Annual Budget for such 12 month period for the purpose of
                this Agreement.



                                      -23-


        (c)     Prior to the Release Date, the Borrower shall not, during any
                period for which an Annual Budget applies, enter into any
                transaction or permit to exist any Material Adverse Deviation
                from such Annual Budget.

        (d)     Upon Economic Completion, the Approved Budget shall be deemed to
                be the Annual Budget.

2.2     PROJECT DOCUMENTS

        The Borrower shall as soon as is practicable and in any event, prior to
        the Economic Completion Date:

        (a)     procure that the Project Engineer or such other duly qualified
                firm (acceptable to each Lender) shall provide a new
                Environmental Impact Statement in form and substance
                satisfactory to each Lender and providing a report on the
                environmental impact of the Project and the development and
                operation of any proposed gold processing plant at the Project;
                and

        (b)     procure that the Project Engineer shall provide a new
                feasibility study in form and substance satisfactory to each
                Lender and providing a report on the feasibility of redeveloping
                the Project, including by way of the use of a gold processing
                plant.

2.3     PRODUCTION OF DEVELOPMENT PLAN

        (a)     The Borrower shall as soon as reasonably practical and no later
                than 60 days after receipt of the feasibility study referred to
                in Clause 2.2(b) give to the Lenders and each Royalty Holder a
                proposed Development Plan including a detailed financial model
                (the "FINANCIAL MODEL") with (A) a cash flow schedule for the
                Project (including a line item of Project Operating Costs per
                Ounce for each period which covers a Cash Flow Period) (the
                "CASH FLOW SCHEDULE"), (B) a "Financial Model Summary of Capital
                Expenditure" attached to it and setting forth for (x) each
                monthly period during the first twelve months from the effective
                date of the Development Plan, (y) each quarterly period for the
                subsequent year and (z) each annual period thereafter for the
                remainder of the Project Period, amongst other things:

                (i)     the cash flows expected to be generated including Future
                        Net Cash Flows of, and containing other financial and
                        operation date relating to the Project;

                (ii)    expected Funded Debt Service;

                (iii)   expected Present Value of Future Net Cash Flow;

                (iv)    expected Project Capital Costs;

                (v)     expected Project Operating Costs;

                (vi)    expected Project Life Ratio;

                (vii)   expected Reserve Value Cover Ratio;

                (viii)  a Schedule of Capital Costs;

                (ix)    expected Proven and Probable Reserves; and

                (x)     expected Recovery Rate.

                together with (C) details of the future development of the
                Project, (D) the forecast Discharge Date, and (E) such other
                information or data as is reasonably requested by any Finance
                Party.

        (b)     In the event that, within 7 Business Days of the receipt of the
                details of the proposed Development Plan provided pursuant to
                Clause 2.3(a), the Secured Parties reasonably determine that
                such proposed Development Plan is not satisfactory or would, or
                would reasonably be likely to, affect adversely any of (i) the
                Borrower's ability to comply with its



                                      -24-


               obligations under any financial covenants under any Finance
               Documents, (ii) the availability of funds to consummate the
               Project or the availability of funds to operate the Mine, or
               (iii) the ability to repay the Obligations of the Loans (assuming
               all Commitments on the date hereof are at such time fully
               utilised) in full by the Final Maturity Date, or meets its
               obligations pursuant to the Royalty Agreements, such proposed
               Development Plan shall be not effective.

        (c)    If the Secured Parties do not agree to any such proposed
               Development Plan, the Secured Parties shall notify the Borrower
               within 7 Business Days of receipt of the relevant request from
               the Borrower, giving the reasons for such disagreement. If the
               Borrower and the Secured Parties cannot resolve the matter within
               15 Business Days of such notice from the Secured Parties, the
               matter shall be referred, at the cost of the Borrower, for
               determination by an Expert who, acting as an expert and not an
               arbitrator, shall determine if the proposed Development Plan is
               reasonable and satisfactory and meets the factors set forth in
               Clause 2.3(b)(i) through (iii).

        (d)    If the Secured Parties do not agree to any proposed Development
               Plan or an Expert does not agree that a proposed Development Plan
               is reasonable and satisfactory and meets the factors set forth in
               Clause 2.1(b)(i) through (iii), the Borrower shall submit to the
               Secured Parties a further Development Plan pursuant to Clause
               2.3(a).

        (e)    As a condition precedent to the effectiveness of any Development
               Plan proposed by it, the Borrower will deliver to the Facility
               Agent (with sufficient copies for each Secured Party) and each
               Royalty Holder a certificate calculated as of the effective date
               of such initial Development Plan indicating that no Default
               would, or would be likely to, occur at any time as a result of
               such initial Development Plan, together with such information
               concerning the calculations and assumptions used by the Borrower
               in preparing such certificate as any Secured Party shall have
               requested.

        (f)    On the Development Plan being agreed by the Secured Parties or
               deemed reasonable by the expert pursuant to Clause 2.3(c) and
               upon it becoming effective, the Secured Parties shall consider
               any reasonable request by the Borrower to change the repayment
               profile of the Facilities to reflect the production profile of
               the Mine contained in such Development Plan.

2.4     PROJECT DETERMINATIONS, ETC.

        (a)    All financial determinations and calculations relating to the
               Project (excluding Excess Cash Flow which shall be calculated by
               the Facility Agent as set forth in the definition thereof) after
               the effectiveness of the initial Development Plan shall be:

                (i)     in the case of any such projected determination or
                        calculation, made in accordance with the Development
                        Plan, (after taking into account any Price Protection
                        Agreement then in effect); and

                (ii)    calculated to the reasonable satisfaction of the
                        Security Trustee;

                provided, however, that during any period:

                        (A)     occurring prior to the deemed effectiveness of
                                any relevant modification of the Development
                                Plan pursuant to Clause 2.5(a), all
                                determinations and calculations referred to in
                                this clause shall be determined in accordance
                                with the Development Plan as in effect prior to
                                the date of such deemed effectiveness; or

                        (B)     occurring after the date of any determination
                                made by the Secured Parties pursuant to Clause
                                2.5(c) and prior to the approval of any relevant
                                modification or supplement to the Development
                                Plan by all the Secured Parties pursuant to such
                                clause, all determinations and calculations
                                referred to in this clause shall be determined
                                to the reasonable satisfaction of the Secured
                                Parties.



                                      -25-


        (b)     All determinations and calculations to be made in accordance
                with the Cash Flow Schedule by reference to a specified period
                shall, in the event such period does not appear in the Cash Flow
                Schedule, be determined or calculated on a pro rata basis for
                such specified period from the actual periods referred to in the
                Cash Flow Schedule.

        (c)     All determinations and calculations to be made prior to the
                effectiveness of the initial Development Plan shall be made:

                (i)     in accordance with the standards and guidance set forth
                        in GAAP or,

                (ii)    if GAAP does not (in the opinion of the Security
                        Trustee) provide sufficient guidance as to such
                        determination or calculations then such determinations
                        or calculations, in the manner determined by the
                        Security Trustee.

2.5     CHANGES TO DEVELOPMENT PLAN OR PROVEN AND PROBABLE RESERVES

        (a)     The Borrower shall give prompt notice to the Lenders (through
                the Facility Agent) and each Royalty Holder of any change in any
                fact, event or circumstance which renders the Development Plan
                as then currently in effect materially inaccurate, including any
                change in:

                (i)     the cash flows expected in connection with the Project
                        due to any delay in the construction of the Mine
                        (including any proposed carbon in leach plant) or any
                        interruption to the operation of the Mine in respect of
                        which an Obligor has received proceeds from any delay in
                        start-up or business interruption policy of insurance,
                        as the case may be;

                (ii)    the likely future development of the Project arising as
                        a result of any tests conducted in connection with the
                        achievement of Economic Completion; or

                (iii)   the Proven and Probable Reserves

                and shall work in consultation with the Independent Engineer in
                determining what modifications might be necessary to be made to
                the Development Plan so as to render the same accurate.

        (b)     The Borrower shall deliver to the Lenders (through the Facility
                Agent) and each Royalty Holder details as to any such proposed
                modification no later than 15 Business Days after the occurrence
                of any such change, etc., and shall deliver to each Lender
                (through the Facility Agent) and each Royalty Holder a copy of
                the Development Plan as proposed to be modified following the
                effectiveness of such proposed modification. Unless the
                circumstances described in Clauses (b) or (c) apply, the
                Development Plan shall be deemed amended by such modification
                with immediate effect from the receipt of the notice of
                modification described in the previous sentence.

        (c)     In the event that, within 15 Business Days of the receipt of the
                details of any proposed modification to the Development Plan
                pursuant to Clause 2.5(a), the Lenders or any Royalty Holder
                reasonably determine that such proposed modification is not
                responsive to the relevant change in fact, event or circumstance
                or would, or would reasonably be likely to, affect adversely any
                of (i) the Borrower's ability to comply with its obligations
                under Clause [o], or (ii) the availability of funds to
                consummate the Project or the availability of funds to operate
                the Mine in accordance with the Development Plan as then
                currently in effect, or any Royalty Holder does not accept any
                change to the Proven and Probable Reserves, no such modification
                or supplement, shall (A) prior to the Discharge Date be
                effective unless and until approved by each Lender and each
                Royalty Holder, and (B) on and after the Discharge Date, shall
                be effective unless and until approved by each Royalty Holder.

        (d)     If the Required Secured Parties do not agree to any such
                proposed change to the Development Plan, the Security Trustee
                shall notify the Borrower within 15 Business Days of receipt of
                the relevant request from the Borrower, giving the reasons for
                such disagreement. If the Borrower and the Security Trustee
                (acting on the instructions of all Secured Parties) cannot
                resolve the



                                      -26-


                matter within 15 Business Days of such notice from the Security
                Trustee, the matter shall be referred, at the cost of the
                Borrower, for determination by an Expert who, acting as an
                expert and not an arbitrator, shall determine the extent to
                which the proposed amendments are reasonable. To the extent the
                Expert does determine such amendments to be reasonable, it shall
                also deliver an audit review to confirm that such amendments,
                once incorporated into the Development Plan, have been properly
                so incorporated. The Expert's determination and audit review
                shall be final and binding on all parties.

        (e)     If any Secured Party believes there has been any change in any
                fact, event or circumstance which renders the Development Plan
                as then currently in effect materially inaccurate, including any
                change in:

                (i)     the cash flows expected in connection with the Project
                        due to any delay in the construction of the Mine
                        (including any proposed carbon in leach plant) or any
                        interruption to the operation of the Mine in respect of
                        which an Obligor has received proceeds from any delay in
                        start-up or business interruption policy of insurance,
                        as the case may be;

                (ii)    the likely future development of the Project arising as
                        a result of any tests conducted in connection with the
                        achievement of Economic Completion; or

                (iii)   the Proven and Probable Reserves (or the accuracy of the
                        calculation thereof)

                such Secured Party (or the Facility Agent or the Security
                Trustee on its behalf) may propose modifications be made to the
                Development Plan so as to render the same accurate. The Borrower
                shall accept such amendments if they are reasonable, subject, if
                the Borrower so requires, to delivery, at the cost of the
                Borrower, of such an audit review of the amended Development
                Plan as the Borrower, acting reasonably, considers to be, in
                form and substance, satisfactory.

        (f)     If the Borrower does not agree to any such proposed change to
                the Development Plan because they are not reasonable, it shall
                notify the Security Trustee within 30 days of receipt of the
                relevant notice from the Security Trustee, giving its reasons
                for such disagreement. If the Borrower and the Security Trustee
                (acting on the instructions of all Secured Parties) cannot
                resolve the matter within 15 Business Days of such notice from
                the Borrower, the matter shall be referred, at the cost of the
                Borrower, for determination by an Expert who, acting as an
                expert and not an arbitrator, shall determine the extent to
                which the proposed amendments are reasonable. To the extent the
                Expert does determine such amendments to be reasonable, it shall
                also deliver an audit review to confirm that such amendments,
                once incorporated into the Development Plan, have been properly
                so incorporated. The Expert's determination and audit review
                shall be final and binding on all parties.

        (g)     As a condition precedent to the effectiveness of any
                modification to the Development Plan proposed by it, the
                Borrower will deliver to the Security Trustee (with sufficient
                copies for each Secured Party) a certificate calculated as of
                the effective date of such modification indicating that no
                Default would, or would be likely to, occur at any time as a
                result of such modification, together with such information
                concerning the calculations and assumptions used by the Borrower
                in preparing such certificate as the Security Trustee shall have
                reasonably requested.

3.      PROJECT ACCOUNTS

3.1     ACCOUNTS IN GHANA

        (a)     ESTABLISHING GHANA ACCOUNT (DOLLARS)

                The Borrower may establish an account (the "GHANA ACCOUNT
                (DOLLARS)") in Ghana in the name of the Borrower with the
                Project Account Bank (Ghana).

        (b)     GHANA ACCOUNT (CEDI).



                                      -27-


                For the purpose of facilitating the conversion of Dollars into
                Cedi and the payment of Project Costs denominated in Cedi as
                well as (without prejudice to the provisions of Clause 5.18) for
                the purpose of receiving any proceeds in Cedi from the sale of
                Project Output or any other amount denominated in Cedi, the
                Borrower may establish an account denominated in Cedi (the
                "GHANA ACCOUNT (CEDI)") in Ghana in the name of the Borrower
                with the Project Account Bank (Ghana).

        (c)     TRUST ACCOUNT.

                For the sole purpose of complying with Ghanaian Applicable Law
                and the requirements of the Central Bank, the Borrower may
                establish the Trust Account.

        (d)     TRANSFER AT ECONOMIC COMPLETION AND UPON ENFORCEMENT EVENT

                Upon the occurrence of an Enforcement Event, any balances
                standing to the credit of any Project Account (other than the
                Operating Account) shall (unless otherwise directed by the
                Security Trustee) be transferred to the Operating Account.

3.2     OPERATING ACCOUNT AND TRUST ACCOUNT

        (a)     OPERATING ACCOUNT

                The Borrower may establish an account (the "OPERATING ACCOUNT")
                in London in the name of the Borrower with the Project Operating
                Account Bank (U.K.).

        (b)     TRUST ACCOUNT

                For so long as Applicable Law in Ghana shall require, all
                proceeds of the sale of Project Output (including pursuant to
                any Price Protection Agreement) shall be subject to the terms
                and conditions of the Foreign Exchange Retention Account
                Agreement, shall be deposited into the Trust Account and shall
                immediately be transferred therefrom as follows:

                (i)     twenty per cent (20%) to the Central Bank for conversion
                        by the Central Bank into Cedis, such Cedi denominated
                        amounts to be transferred forthwith to the Ghana Account
                        (Cedi); and

                (ii)    eighty per cent (80%) to the Operating Account.

3.3     GENERAL PROVISIONS RELATING TO THE PROJECT ACCOUNTS

        (a)     OTHER ACCOUNTS

                In addition to the Project Accounts specified in Clauses 3.1(a),
                3.1(b), 3.1(c) and 3.2(a), the Borrower may, subject to Clause
                3.3(f), establish further Project Accounts provided that prior
                to establishing such further Project Account the Borrower has
                granted to the Security Trustee such further liens, and entered
                into such further Instruments as the Security Trustee shall
                require (acting reasonably). The Borrower may not open any bank
                account other than a Project Account.

        (b)     RESTRICTIONS

                The Borrower shall deposit moneys to, and moneys shall be
                disbursed from, the Project Accounts pursuant to the provisions
                of this Agreement and the other Finance Documents.

        (c)     ON ENFORCEMENT

                Without prejudice to the right of any Finance Party to obtain
                any repayment or prepayment of any Obligation from the Project
                Accounts, at any time when any Enforcement Event shall



                                      -28-


                have occurred and be continuing, no withdrawal may be made from
                any Project Account without the prior written consent of the
                Security Trustee.

        (d)     PROJECT COSTS

                No amount other than bona fide Project Costs (including any
                amount in respect of insurance proceeds permitted by the terms
                of Clause 5.8(c)(iv) to be applied in respect of repair,
                replacement, restoration or reimbursement) payable in the amount
                and during the period referred to in an Annual Budget, the
                Approved Budget or, as the case may be, the Cash Flow Schedule
                may be disbursed on instructions of the Borrower or otherwise
                from any Project Account; provided, however, that:

                (i)     subject to clause (c)(ii), any Project Costs which are
                        scheduled, pursuant to an Annual Budget, the Approved
                        Budget or the Cash Flow Schedule, to be incurred in any
                        quarter may be incurred and paid for in any prior
                        quarter; and

                (ii)    nothing in this clause shall, or shall be deemed to,
                        prevent (x) disbursement of amounts from any Project
                        Account in payment of any Obligations (including
                        pursuant to the provisions of any Loan Agreement), (y)
                        transfer of monies between Project Accounts in
                        accordance with this Agreement and the other Finance
                        Documents, or (z) the payment of Permitted Distributions
                        made pursuant to Clause 6.7.

        (e)     REPAYING OBLIGATIONS

                Any payment of any Obligations to be made from any Project
                Account shall (without prejudice to the right of any Finance
                Party to obtain such repayment or prepayment from any other
                source, including the other Project Accounts) be made in Dollars
                by disbursing from the relevant Project Account directly to such
                Finance Party (and, in the case of any disbursement from the
                Ghana Account (Cedi), arranging for the conversion of the
                relevant disbursement from Cedi into Dollars) an amount
                sufficient to provide for such payment.

        (f)     CURRENCY OF ACCOUNTS

                Unless otherwise stated in a Finance Document:

                (i)     except as provided in (ii) below, each Project Account
                        shall be denominated in Dollars; and

                (ii)    for the sole purpose of paying Project Costs, the
                        Borrower may at any time and from time to time hold not
                        more than 10% (or such other amount as is agreed from
                        time to time by the Borrower and the Security Trustee)
                        of its total cash assets in a currency other than
                        Dollars or Cedis.

3.4     PAYMENTS FROM PROJECT ACCOUNTS AFTER DEFAULT

        At any time when any Event of Default shall have occurred and be
        continuing but prior to any Enforcement Event, the Borrower may only
        request or direct the relevant Project Account Bank to disburse funds
        from any Project Account for the purpose of payment of amounts referred
        to below which shall be paid in the following order of priority and to
        the extent sufficient funds are available in any Project Account:

        (a)     FIRST, for payment of Required Completion Expenditures, Required
                Capital Expenditures and Representatives Liabilities;

        (b)     SECOND, for:

                (i)     repayment of the Principal Amount of Loans, all interest
                        accrued thereon and other payment Obligations (other
                        than as referred to in clause (c)) of the Borrower to
                        the Finance Parties then due and owing; and



                                      -29-


                (ii)    for payment of amounts due under a Royalty Agreement by
                        way of royalties pursuant to Clause 3 of the First
                        Royalty Agreement and, after the Discharge Date by way
                        of damages (including liquidated damages payable under
                        Clause 6 of the First Royalty Agreement); and

        (c)     THIRD, if prior to the Discharge Date, for payments then due and
                owing in respect of Price Protection Agreements entered into by
                the Borrower with a Secured Party in accordance with Clause 5.11
                (including for the purchase of Ounces to make such payment).

3.5     PAYMENT FROM PROJECT ACCOUNTS TO PAY PERMITTED DISTRIBUTIONS

        Each Secured Party agrees that, notwithstanding the terms of any Share
        Security Agreement, on each Cash Sweep Date upon which a Permitted
        Distribution may be made, such Secured Party shall, upon request of the
        Borrower, instruct the Security Trustee to release sufficient dividends
        from such Share Security Agreement to make payment of such dividends.

4.      REPRESENTATIONS AND WARRANTIES

4.1     MAKING OF REPRESENTATIONS AND WARRANTIES

        The representations and warranties set forth in this Clause and each
        other Repeating Representation shall be made:

        (a)     on the date of this Agreement;

        (b)     upon the delivery of each Utilisation Request delivered on or
                after the New Ownership Date;

        and shall be deemed to have been made on:

        (c)     each Utilisation Date on or after the New Ownership Date (both
                immediately before and immediately after the application of the
                proceeds of the relevant Loans);

        (d)     the New Ownership Date;

        (e)     the Economic Completion Date;

        (f)     the Release Date;

        (g)     any date on which any person grants further security pursuant to
                any Finance Document on or after the New Ownership Date;

        (h)     any date the Borrower enters into a Royalty Agreement other than
                the First Royalty Agreement;

        (i)     any date when any person accedes to or becomes party to any
                Finance Document as an Obligor on or after the New Ownership
                Date; and

        (j)     the last day of each 12 monthly period ending after the New
                Ownership Date.

4.2     ORGANISATION, POWER, AUTHORITY, ETC.

        Each Obligor:

        (a)     in the case of the Borrower, is a company validly organised and
                existing and in good standing under the laws of Ghana;

        (b)     in the case of each other Obligor, is a company validly
                organised and existing under the laws of its formation;



                                      -30-


        (c)     is duly qualified to do business and is in good standing (where
                such concept is applicable) as a foreign company in each
                jurisdiction where the nature of its business makes such
                qualification necessary and where the failure to so qualify
                would have a Materially Adverse Effect on it;

        (d)     has full power and authority, and holds all requisite Approvals,
                to own and hold under lease its property, to sue and to be sued
                in its own name and to conduct its business substantially as
                currently conducted by it; and

        (e)     has full power and authority to enter into and perform its
                obligations under this Agreement and the other Operative
                Documents executed or to be executed by it and (in the case of
                the Borrower) to obtain the Loans and to make payments under
                each Royalty Agreement.

4.3     DUE AUTHORISATION; NON-CONTRAVENTION

        The execution and delivery by each Obligor of this Agreement and each
        other Operative Document executed or to be executed by it and the
        performance by it of its obligations hereunder and thereunder, and, in
        the case of the Borrower, the receipt of the Loans under the Loan
        Agreement and the making of payments under each Royalty Agreement:

        (a)     have been duly authorised by all necessary corporate action on
                its part and do not require any Approval (other than those
                Approvals referred to in Item 1 ("APPROVALS") of the Disclosure
                Schedule), except where failure to obtain such Approval could
                not lead to a Materially Adverse Effect;

        (b)     do not and will not conflict with, result in any violation of,
                or constitute any default under, any provision of any
                Requirement of Law or Approval binding on it, except where such
                conflict, violation or default could not lead to a Materially
                Adverse Effect;

        (c)     will not result in or require the creation or imposition of any
                lien on any of its properties pursuant to the provisions of any
                Contractual Obligation (other than pursuant to this Agreement
                and each Security Agreement to which it is a party); and

        (d)     will not cause any borrowing, negative pledge or other
                limitation on it or the powers of the directors or other
                officers of such Obligor to be exceeded.

4.4     VALIDITY, ETC.

        (a)     This Agreement constitutes, and each other Operative Document
                executed or to be executed by each Obligor constitutes, or on
                the due execution and delivery by it thereof will constitute,
                the legal, valid, and binding obligation of such Obligor
                enforceable against it in accordance with its terms (subject, as
                to enforcement, to bankruptcy and insolvency laws and other
                similar laws of applicability to creditors generally and to
                general equitable principles).

        (b)     Upon execution each Security Agreement will create in favour of
                the Security Trustee (and for the benefit of the Finance
                Parties), a valid and perfected lien on all of the assets,
                properties, rights and revenues referred to in each such
                Security Agreement as security for the relevant obligations
                expressed to be covered thereby, subject to no liens, except:

                (i)     for mandatory provisions of Applicable Law; and

                (ii)    as specifically permitted by this Agreement or such
                        Security Agreement.

4.5     LEGAL STATUS; NO IMMUNITY

        No Obligor or any of their respective properties or revenues enjoys any
        right of immunity from suit, set-off, attachment, execution, attachment,
        judgment or other legal process in respect of such Obligor's obligations
        under any of the Operative Documents to which it is a party.



                                      -31-


4.6     FINANCIAL INFORMATION

        All balance sheets and all statements of profit and loss and cash flow
        and all other financial information relating to any Obligor which has
        been furnished by or on behalf of any Obligor to a Finance Party (in the
        case of the Borrower, on or after the New Ownership Date) for the
        purposes of or in connection with any Finance Document or any
        transaction contemplated thereby, including the most recent balance
        sheet of any Obligor delivered to any Finance Party, and the related
        statements of profit and loss and cash flow of the Borrower for the
        Fiscal Year then ended, as certified by the chief financial Authorised
        Representative of the Borrower, have been prepared in accordance with
        GAAP consistently applied throughout the periods involved (except as
        disclosed therein) and present fairly the financial position of such
        Obligor as at the dates thereof and the results of its operations for
        the periods then ended. The Borrower does not have any material
        contingent liability or liability for taxes, long-term leases or unusual
        forward or long-term commitments which are not reflected in its
        financial statements described in this Clause or in the notes thereto.

4.7     ABSENCE OF DEFAULT

        (a)     None of the Borrower, the Holding Company or any other Obligor
                is in default in the payment of (or in the performance of any
                material obligation applicable to) any indebtedness;

        (b)     the Borrower, the Holding Company and each other Obligor
                represent and warrant that no Default is outstanding or would
                result (or has resulted) from the making of any Loan; and

        (c)     no Obligor is in default under any material provision of any
                Project Document to which it is party, any material Requirement
                of Law or the terms or conditions upon which any Approval has
                been granted.

4.8     LITIGATION, ETC.

        There is no pending or, to the knowledge of any Obligor, threatened
        litigation, arbitration, employment dispute or governmental
        investigation or proceeding against any Obligor or to which any of its
        business, operations, properties, assets (including the Mine), revenues
        or prospects is subject which, if adversely determined, could reasonably
        have a Materially Adverse Effect with respect to the Borrower, the
        Holding Company or any other Obligor. In the case of any litigation so
        disclosed, there has been no development in such litigation since the
        Effective Date which could reasonably have a Materially Adverse Effect
        with respect to the Borrower, the Holding Company or any other Obligor.

4.9     MATERIALLY ADVERSE EFFECT

        Since the New Ownership Date, there have been no occurrences which,
        individually or in the aggregate, could reasonably be expected to have a
        Materially Adverse Effect with respect to any Obligor.

4.10    BURDENSOME AGREEMENTS

        No Obligor is a party or subject to any Contractual Obligation or
        Organic Document which has or may reasonably be expected to have a
        Materially Adverse Effect on it.

4.11    TAXES AND OTHER PAYMENTS

        (a)     Each Obligor (other than the Sponsor) has filed all tax returns
                (including all property tax returns and other similar tax
                returns applicable to the Mine) and reports required by
                Applicable Law to have been filed by it and has paid all taxes
                and governmental charges thereby shown to be due and owing and
                all claims for sums due for labour, material, supplies, personal
                property and services of every kind and character provided with
                respect to, or used in connection with its business (including
                in the case of the Borrower, the Mine) and no claim for the same
                exists except as permitted hereunder, except any such taxes,
                charges or amounts:

                (i)     in respect of which the relevant invoice or demand for
                        payment (other than a demand referred to in Clause 7.1
                        (s)) was issued not more than 30 days prior to the
                        payment



                                      -32-


                        thereof (and in respect of which such Obligor will pay
                        prior to the end of such period);

                (ii)    for which an initial internal appeal (if available) has
                        been made to the relevant Governmental Authority, not
                        more than 14 days has elapsed since any such appeal has
                        been made and no Governmental Authority has attempted to
                        create or exercise any lien in respect of such unpaid
                        taxes, charges or amounts; or

                (iii)   in respect of which an amount not less than maximum
                        amount payable in respect thereof has been lodged in an
                        account in London with the Security trustee and which is
                        subject to a first ranking in favour of the Security
                        Trustee.


        Summary details of taxes required to be paid by the Borrower in
        connection with the development of the Project are set forth in Item 10
        ("TAXES") of the Disclosure Schedule.

4.12    MINING RIGHTS, PROJECT ASSETS

        The Borrower:

        (a)     will have (or, if this representation is given or deemed
                repeated on or after the New Ownership Date, has) by the New
                Ownership Date acquired the Mining Lease and the Mining Rights
                attached thereto;

        (b)     will have acquired by the Economic Completion Date all other
                Project Assets and such other surface and other rights as are
                necessary for access rights, water rights, plant sites, tailings
                disposal, waste dumps, ore dumps, abandoned heaps or ancillary
                facilities which are required in connection with the development
                of the Project;

        (c)     as of the Economic Completion Date and each date thereafter, all
                such Project Assets, Mining Rights and other rights will be or
                are sufficient in scope and substance for the development of the
                Project and no part of the purchase price payable in connection
                with the acquisition of such Mining Rights and other rights
                (other than, prior to the Economic Completion Date, the Deferred
                Consideration and any royalty payments, if any, payable pursuant
                to any Royalty Agreement) remains unpaid.

4.13    OWNERSHIP AND USE OF PROPERTIES; LIENS

        (a)     The Borrower will:

                (i)     as at the first Utilisation Date and on each date
                        thereafter, have good and marketable title to the Mining
                        Lease; and

                (ii)    at all times on and after the Economic Completion Date,
                        have good and marketable title to all Project Assets.

                in each case free and clear of all liens or claims (including
                infringement claims with respect to patents, trademarks,
                copyrights and the like) except as permitted pursuant to Clause
                6.4 or as disclosed in Item 3 ("ASSETS; PROPERTIES") of the
                Disclosure Schedule.

        (b)     The Borrower does not own any assets or properties other than
                those used in connection with the Project and those incidental
                to the operation of the Mine.

        (c)     The Borrower has complied in all material respects with all
                Contractual Obligations relating to any Project Asset leased,
                operated, licensed or used (but not owned) by it and all
                Instruments pursuant to which it is entitled to lease, operate,
                license or use any such Project Assets are in full force and
                effect.

        (d)     None of the Obligors party to this Agreement from time to time
                is a party to, nor is it or any of its assets bound or affected
                by, any order, licence, permit, consent, agreement or instrument


                                      -33-


                under which such Obligor is, or in certain events may be,
                required to create, assume or permit to arise any lien other
                than a Permitted Lien.

4.14    SUBSIDIARIES

        (a)     The Borrower has no subsidiaries.

        (b)     The Holding Company has no subsidiaries other than the Borrower.

4.15    INTELLECTUAL PROPERTY

        At all times on and after the New Ownership Date, the Borrower owns and
        possesses all such patents, patent rights, trademarks, trademark rights,
        trade names, trade name rights, service marks, service mark rights and
        copyrights as it considers necessary for the conduct of its business as
        now conducted without, individually or in the aggregate, any
        infringement upon rights of other persons which could reasonably be
        expected to have a Materially Adverse Effect with respect to it, and
        there is no individual patent or patent licence the loss of which would
        have such a Materially Adverse Effect.

4.16    TECHNOLOGY

        At all times on and after the Economic Completion Date, the Borrower
        owns or has the right to use all technologies and processes required by
        it to consummate the Project and operate the Mine in accordance with
        good industry practice. There are no material licence agreements
        granting any other person rights in any patented process or the right to
        use technical or secret know-how that are required for the consummation
        of the Project or the operation of the Mine.

4.17    APPROVALS; PROJECT DOCUMENTS

        (a)     At all times on and after the New Ownership Date, all
                Instruments have been entered into and all Approvals have been
                obtained by the Borrower (other than those identified in Part B
                ("PENDING APPROVALS") of Item 1 of the Disclosure Schedule as
                being scheduled to be obtained after the date the representation
                referred to in this clause is made or repeated from time to
                time) which are required or advisable to consummate the Project
                and facilitate the operation of the Mine. All Approvals
                necessary or advisable to obtain in connection with the
                consummation of the Project and the operation of the Mine in
                accordance with the Development Plan are listed on Item 1
                ("APPROVALS") of the Disclosure Schedule.

        (b)     Except as disclosed in writing to the Security Trustee, each of
                the Project Documents that has been provided to the Facility
                Agent or the Security Trustee is:

                (i)     in full force and effect;

                (ii)    enforceable by each Obligor party to it against all
                        other parties thereto in accordance with its terms
                        (subject, as to enforcement, to bankruptcy and
                        insolvency laws and other laws of applicability
                        generally and to general equitable principles); and

                (iii)   in the form previously or concurrently delivered to the
                        Facility Agent or the Security Trustee pursuant to any
                        Finance Document.

        (c)     All material performance required under each Project Document of
                each Obligor (and, to the best of the knowledge of such Obligor,
                of each other party) has occurred (except performance required
                by any relevant Project Document to be performed at a later
                date), and no default (however denominated or described) in the
                performance of the obligations of any Obligor (or, to the best
                of the knowledge of such Obligor, of any other party) under any
                Project Document to which it is a party has occurred and is
                continuing.

4.18    ADEQUACY OF INFORMATION

        The Borrower represents and warrants that:



                                      -34-


        (a)     the factual statements contained (or if not yet provided to any
                Finance Party, will contain when so provided) in each of the
                Development Plan, Environmental Impact Statement and Insurance
                Summary, based upon the assumptions stated therein, have been or
                will be prepared with due care, are true and correct in all
                material respects and do not and will not omit to state any
                information or fact the omission of which might render any
                conclusion or statement contained in any such document
                misleading in any material respect;

        (b)     the Development Plan contains (or if not yet provided to the
                Facility Agent, will contain when so provided) summary
                descriptions of the Project Assets and the Project and the
                operation of the Mine as proposed to be conducted throughout the
                Project Period;

        (c)     the Environmental Impact Statement, the Technical Review and the
                Insurance Summary contain (or if not yet provided to any Finance
                Party, will contain when so provided) summary descriptions of
                the environmental, technical and insurance aspects respectively
                of the Project Assets and the Project and the operation of the
                Mine as now conducted and as proposed to be conducted throughout
                the Project Period; and

        (d)     the financial projections, estimates and other expressions of
                view as to future circumstances contained (or if not yet
                provided to the Facility Agent, will contain when so provided)
                in the Development Plan are fair and reasonable and, to the best
                of the Borrower's knowledge, have been (or, if not yet provided,
                will be when provided) arrived at after reasonable enquiry and
                have been made in good faith by the persons responsible
                therefor.

4.19    ENVIRONMENTAL WARRANTIES

        Each of the Borrower and the Holding Company represents and warrants
that:

        (a)     all facilities and property (including underlying groundwater)
                owned, operated, leased or utilised by any Obligor or, so far as
                such Obligor is aware having made enquiry, any other Project
                Party (in each case) in connection with the Project have been
                (from the New Ownership Date), and will continue to be (from the
                date the initial Environmental Impact Statement is delivered
                pursuant to Clause 2.2(a)), owned, operated, leased or utilised
                by such person in compliance with the standards set out in,
                referred to or utilised by the Environmental Impact Statement
                (the "ENVIRONMENTAL REVIEW STANDARDS") and in compliance with
                all Environmental Laws except where any failure to so comply (x)
                would not reasonably be expected to have a Materially Adverse
                Effect with respect to such Obligor, or (y) has not resulted in,
                and would not reasonably be likely to result in, any action
                being taken by any Governmental Agency or any other person;

        (b)     there has not been since the New Ownership Date any past, and
                there are no pending or, to its knowledge, threatened:

                (i)     claims, complaints, notices or requests for information
                        received by it or, so far as it is aware, having made
                        reasonable enquiry, any other Project Party in
                        connection with the Project with respect to any alleged
                        violation of Environmental Review Standards or any
                        Environmental Law; or

                (ii)    claims, complaints, notices or inquiries to it, or so
                        far as it is aware having made reasonable enquiry, such
                        Project Party in connection with the Project regarding
                        potential liability under any Environmental Review
                        Standard or Environmental Law;

        (c)     since the New Ownership Date there have been no releases or
                emissions of Hazardous Materials at, on or under any property
                now or previously owned, operated or leased by the Borrower or,
                so far as each of the Borrower or the Holding Company is aware
                having made enquiry, any other Project Party in connection with
                the Project that, singly or in the aggregate, have, or may
                reasonably be expected to have, a Materially Adverse Effect with
                respect to it;

        (d)     since the New Ownership Date the Borrower, and so far as it is
                aware having made enquiry, each other Project Party has been
                issued with, and is in compliance with, all Environmental Review
                Standards and Approvals relating to environmental matters which
                are necessary or



                                      -35-


                advisable for the Project except where any failure to so comply
                (x) would not reasonably be expected to have a Materially
                Adverse Effect with respect to it, or (y) has not resulted in,
                and would not reasonably be likely to result in, any action
                being taken by any Governmental Agency or any other person;

        (e)     since the New Ownership Date no property now or previously
                owned, operated or leased by the Borrower is listed or, to its
                knowledge, proposed for listing on any governmental or
                regulatory list of sites requiring investigation or clean-up;

        (f)     there have not been since the New Ownership Date any underground
                or above-ground storage tanks, active or abandoned, including
                petroleum storage tanks, on or under any property now or
                previously owned on or after the New Ownership Date, operated or
                leased on or after the New Ownership Date by the Borrower that,
                singly or in the aggregate, could reasonably be expected to
                have, a Materially Adverse Effect with respect to the Borrower;

        (g)     since the New Ownership Date the Borrower has not and, so far as
                the Borrower or the Holding Company is aware having made
                reasonable enquiry no other Project Party has, directly
                transported or directly arranged for the transportation of any
                Hazardous Material in connection with the Project which may lead
                to material claims against the Borrower for any remedial work,
                damage to natural resources or personal injury;

        (h)     there have not been since the New Ownership Date any
                polychlorinated biphenyls or friable asbestos present at any
                property now or previously owned on or after the New Ownership
                Date, operated or leased on or after the New Ownership Date by
                the Borrower or, so far as it is aware having made reasonable
                enquiry, any other Project Party in connection with the Project
                that, singly or in the aggregate, could reasonably be expected
                to have, a Materially Adverse Effect with respect to the
                Borrower; and

        (i)     there have not been since the New Ownership Date any conditions
                that exist at, on or under any property now or previously owned,
                leased, operated, licensed or used in each case on or after the
                New Ownership Date by the Borrower or any other Project Party in
                connection with the Project which, with the passage of time, or
                the giving of notice or both, would give rise to liability under
                any Environmental Review Standard or Environmental Law that,
                individually or in the aggregate, has, could reasonably be
                expected to have, a Materially Adverse Effect with respect to
                the Borrower.

4.20    PARI PASSU

        The payment Obligations of each Obligor under each Finance Document to
        which it is a party rank at least pari passu in right of payment with
        all of such Obligor's other unsecured indebtedness, other than any such
        indebtedness which is preferred by mandatory provisions of Applicable
        Law or as set out in any Finance Document.

4.21    ROYALTIES, ETC.

        Other than as disclosed in Item 6 ("ROYALTY AGREEMENTS") of the
        Disclosure Schedule, neither the Mine nor the Borrower's interest
        therein is subject to any royalty, net smelter return obligation, net
        profit payment or similar arrangement.

4.22    MANAGEMENT OF MINE

        The Borrower has sole responsibility for the construction, operation and
        management of the Mine and has not and does not propose to enter into
        any agreement for any third party to construct, operate or manage all or
        part of the Mine, except as provided in any Project Document.

4.23    SOLVENCY

        No Obligor is unable to pay its debts within the meaning of Section 123
        of the Insolvency Act 1986 or within the meaning of any equivalent
        legislation in its place of incorporation or in any place in which it
        carries on its business or its assets are located.



                                      -36-


4.24    MATERIAL AGREEMENTS

        The Borrower has provided to the Facility Agent and the Security Trustee
        certified copies of all Instruments which are Material Agreements or
        otherwise material or reasonably likely to be material to:

        (a)     any Finance Party's decision to enter into the Finance Documents
                to which it becomes a party on or after the New Ownership Date
                and, in the case of any other Obligor to which it becomes a
                party at any time;

        (b)     the Project; or

        (c)     any Obligor's rights and obligations pursuant to any Operative
                Document,

        and each such Instrument in existence as at the date hereof and on the
        New Ownership Date is listed under Item 8 ("MATERIAL AGREEMENTS") of the
        Disclosure Schedule.

4.25    REGISTRATION

        It is not necessary or advisable that this Agreement or any other
        Operative Document to which any Obligor is a party be filed, registered,
        recorded or enrolled with any court, public office or other authority in
        any jurisdiction or that any stamp, documentary, registration or similar
        Tax or duty be paid on or in relation to this Agreement or any other
        Operative Document, except to the extent this Agreement or such
        Operative Document has been filed, registered, recorded or enrolled, as
        the case may be, or such Tax has been paid as set out in the Disclosure
        Schedule.

4.26    LEASES

        The Borrower has acquired all leases of real property and other rights
        of whatever nature necessary for the present and proposed conduct of its
        business and the carrying out of the Project.

4.27    ISSUE OF SHARES

        There are no agreements or arrangements in force (in the case of the
        Borrower, on or after the New Ownership Date) which provide for the
        present or future issue, allotment or transfer of, or grant to any
        person the right (whether conditional or otherwise) to call for the
        issue, allotment or transfer of any share or loan capital of the
        Borrower or the Holding Company (including any option or right of
        pre-emption or conversion).

4.28    SPECIAL PURPOSE VEHICLE

        The Borrower has not traded (on or after the New Ownership Date) or
        incurred any liabilities (on or after the New Ownership Date) other than
        in connection with its participation in the transactions contemplated in
        the Operative Documents.

4.29    TAX STATUS

        The Borrower is and has been since the New Ownership Date a company
        resident in Ghana and, except as stated in the Deed of Warranty, is
        subject to Applicable Laws relating to Taxation.

5.      COVENANTS

5.1     CERTAIN AFFIRMATIVE COVENANTS

        Each Obligor party to this Agreement from time to time agrees with each
        Finance Party that, on and from the New Ownership Date and until all
        Commitments have terminated and all Obligations have been paid and
        performed in full, it will perform its respective undertakings set forth
        in this Clause.



                                      -37-


5.2     FINANCIAL INFORMATION, ETC.

        The Borrower (and/or where stated below, each other Obligor) will
        furnish, or will cause to be furnished, prior to the Discharge Date to
        the Facility Agent (with copies for each Lender) and at all times, to
        each Royalty Holder copies of the following financial statements,
        reports and information:

        (a)     promptly when available, and in any event within 120 days after
                the close of each Fiscal Year of the Borrower and (if prepared
                or if requested) each other Obligor, its own balance sheets at
                the close of such Fiscal Year and the related statements of
                profit and loss and cash flow in each case with comparable
                information at the close of and for the prior Fiscal Year, and
                in each case reported on without Impermissible Qualification by
                the Auditors, together with a certificate from the Auditors to
                the effect that, in making the examination necessary for the
                signing of such financial statements by the Auditors, they have
                not become aware of any Default in respect of Clauses 6.3 or any
                financial covenants incorporated in any Finance Document or an
                Insolvency Default that has occurred and is continuing, or, if
                they have become so aware, describing such Default or breach;

        (b)     (i)     promptly when available, and in any event within 45 days
                        after the close of each of the first three Fiscal
                        Quarters of each Fiscal Year of the Borrower falling on
                        or after the Economic Completion Date, and any other
                        Obligor, its balance sheet at the close of such Fiscal
                        Quarter, and its related statements of profit and loss
                        and cash flows in each such case in respect of such
                        related statements, for such Fiscal Quarter and for the
                        period commencing at the close of the previous Fiscal
                        Year and ending with the close of such Fiscal Quarter
                        (with comparable information at the close of and for the
                        corresponding Fiscal Quarter of the prior Fiscal Year
                        and for the corresponding period during such prior
                        Fiscal Year) and certified by an accounting or financial
                        Authorised Representative of the Borrower or, as the
                        case may be, such other Obligor; and

                (i)     within twenty days of the last day of each Cash Flow
                        Period falling on or after the Economic Completion Date,
                        management accounts of the Borrower for the Cash Flow
                        Period then ended in sufficient detail to enable the
                        Facilities Agent to calculate Excess Cash Flow and CFAD
                        for such Cash Flow Period;

        (c)     on the Economic Completion Date and within 20 Business Days of
                each Calculation Date (other than the Economic Completion Date),
                a Compliance Certificate calculated as of the Economic
                Completion Date or such Calculation Date, as the case may be,
                indicating, inter alia, compliance any financial covenants set
                forth in any Finance Document on each Calculation Date
                coinciding with or scheduled to occur thereafter, together with
                such information concerning the calculations and assumptions
                used by the Borrower in preparing such Compliance Certificate as
                the Facility Agent, the Security Trustee or any Royalty Holder
                may (acting reasonably) request;

        (d)     prior to the Economic Completion Date, upon request and,
                thereafter promptly upon receipt thereof, copies of all detailed
                financial and management reports submitted to the Borrower by a
                certified public or chartered accountant in connection with each
                annual or interim audit made by such certified or chartered
                public accountant of the books of the Borrower;

        (e)     on the New Ownership Date, annually on or about each anniversary
                of the New Ownership Date until the Economic Completion Date, on
                the Economic Completion Date and annually on the anniversary of
                the Economic Completion Date (or such other date as the Security
                Trustee shall agree), a memorandum prepared by the Borrower
                summarising the then outstanding insurance coverage with respect
                to the Mine and a certificate or certificates of insurance
                prepared by the Insurance Consultant confirming that: (i) all
                such insurance coverage is in full force and effect and all
                premiums payable in connection therewith have been paid; (ii) in
                the opinion of the Insurance Consultant, such insurance is
                sufficient for the purposes of the Mine and is responsive to the
                requirements of Clause 5.8; (iii) the Security Trustee is named
                as the sole loss payee under all policies of property insurance
                and as an additional insured under all policies of liability
                insurance; and (iv) the insurers under such insurance policies
                have undertaken in writing not to amend or terminate such
                policies without at least 30 days' prior



                                      -38-


                written notice thereof to the Security Trustee and have entered
                into such undertakings as are required pursuant to Clause
                5.8(b); it being agreed that such certificate(s) shall be
                conclusive as against the Borrower both as to the amount of
                insurance required and the perils against which coverage is
                required and the Borrower shall immediately ensure that
                insurance is effected in accordance with such certificate(s);

        (f)     as promptly as practicable details as to any: (i) material
                disputes with the Borrower's insurance carriers; (ii) failure by
                the Borrower to pay any insurance premium as and when required
                that might result in the cancellation of the relevant policy;
                (iii) material reduction in the amount of, or any other material
                change in, insurance coverage maintained in connection with the
                Mine; (iv) failure to comply with its obligations under Clause
                5.8, in each case stating the reasons therefor, together with
                any other information concerning the insurance and reinsurance
                coverage required to be maintained by it as the Security Trustee
                shall have reasonably requested; (v) occurrence of any actual or
                potential casualty or loss which is covered by the terms of any
                policy of insurance maintained by or on behalf of the Borrower
                in connection with the Mine; and (vi) notices received from any
                of the Borrower's insurance carriers with respect to the
                cancellation of or proposed cancellation of any policy of
                insurance maintained in connection with the Mine;

        (g)     without prejudice to the provisions of Clause 7.1(g) or 7.1(h),
                each Obligor will furnish promptly upon the occurrence thereof
                copies of any Instrument, correspondence or other item of
                documentation amending, supplementing or otherwise modifying any
                material provision of any Project Document to which such Obligor
                is a party and a detailed report of any departure from the
                performance by any party of any of its material obligations
                under any Project Document to which it is a party;

        (h)     promptly upon receiving knowledge of the same, each Obligor will
                furnish notice of the occurrence of any material default or
                event of default (however described but without prejudice to the
                provisions of Clause 7.1(g) or 7.1(h)) by any party under, or
                any other material change in or circumstance affecting, any of
                the Project Documents to which it is a party;

        (i)     without limiting any other provision of this Clause 5, as soon
                as possible and in any event within three Business Days after
                the occurrence of any Default of which it becomes aware with
                respect to any Obligor, such Obligor will furnish a statement of
                its chief financial officer setting forth details of such
                Default and the action which such Obligor has taken and proposes
                to take with respect thereto;

        (j)     as soon as possible and in any event within five Business Days
                after:

                (i)     the occurrence of any adverse development with respect
                        to any litigation, arbitration, employment dispute, or
                        governmental investigation or proceeding to which an
                        Obligor is a party which could reasonably have a
                        Materially Adverse Effect with respect to any Obligor;
                        or

                (ii)    the commencement of any material litigation,
                        arbitration, employment dispute or governmental
                        investigation or proceeding to which an Obligor is a
                        party,

                the relevant Obligor will furnish to the Facility Agent and each
                Royalty Holder notice thereof and copies of all documentation
                relating thereto;

        (k)     without limiting any other provision of this Clause, each
                Obligor as soon as possible and in any event within three
                Business Days after such Obligor knows or has reason to know of
                the occurrence of any circumstance which could reasonably have a
                Materially Adverse Effect with respect to such Obligor, furnish
                notice of such occurrence;

        (l)     not later than the 15th day of each calendar month beginning
                after the New Ownership Date, the Borrower shall deliver a
                Monthly Mine Report as at the close of the previous calendar
                month in form and substance satisfactory (prior to the Discharge
                Date) to the Facility Agent



                                      -39-


                (acting in consultation with the Independent Engineer) and
                (thereafter) to each Royalty Holder;

        (m)     not more than five Business Days after the end of each calendar
                month the Borrower shall deliver (i) a summary of the balance of
                each Project Account as at the last day of such calendar month
                (ii), if requested, a statement showing in detail all credits
                to, debits from, and balances standing to the credit of the
                Project Accounts for such calendar month and (iii) if requested,
                a certificate, duly executed by the chief financial or
                accounting officer of the Borrower, indicating the amounts, and
                the relevant payee, of all Project Costs made for such calendar
                month, such payments to be consistent with (prior to the
                Economic Completion Date) the annual budget approved by the
                Secured Parties pursuant to Clause 2.1 or (on and from the
                Economic Completion Date) the Approved Budget and/or the Cash
                Flow Schedule (except to the extent permitted by Clause
                3.3(d)(i));

        (n)     without prejudice to Clause 3.6 of the First Royalty Agreement
                or any similar provision in any other Royalty Agreement, the
                Borrower shall promptly after the end of each calendar year,
                deliver a statement to (if prior to the Discharge Date) the
                Facilities Agent and (at all times) each Royalty Holder (which
                statement shall have been subject to satisfactory review by the
                Independent Engineer) of estimated Proven and Probable Reserves
                as at the end of such calendar year;

        (o)     the Holding Company and the Borrower will furnish copies of each
                material filing report or document made to or filed with, or
                received from, any Governmental Agency, and of each material
                communication from such Obligor to shareholders or creditors
                generally, in each case promptly upon the making, filing or
                receipt thereof which, in any such case, relate to or describe
                any material matter in connection with the business, operations,
                assets, financial condition or prospects of such Obligor;

        (p)     each Obligor will furnish copies of all material Instruments
                entered into by such Obligor or any other person in connection
                with the Project or the operation of the Mine in each case
                promptly upon having entered into the same and will immediately
                give notice of any intention to enter into any such Instrument;

        (q)     the Borrower shall provide the Secured Parties (in the case of
                the Lenders, through the Facilities Agent) with copies of any
                other report or communication received by the Borrower from its
                auditors relating to the financial position or affairs of the
                Borrower which is of a material nature including any management
                letter from the auditors; and

        (r)     each Obligor will furnish such other information with respect to
                the financial condition, business, property, assets, revenues
                and operations of such Obligor as any Finance Party may from
                time to time reasonably request in connection with the Project
                or any of the Operative Documents.

5.3     COMPLIANCE WITH LAWS

        Each Obligor will comply in all material respects with all Applicable
Laws.

5.4     APPROVALS.

        (a)     Each Obligor will obtain, maintain in full force and effect, and
                comply in all respects with, all Approvals (including those
                identified in Item 1 of the Disclosure Schedule as being
                applicable to it) as may be required from time to time for such
                Obligor to (i) execute, deliver, perform and preserve its rights
                under any of the Operative Documents executed or to be executed
                by it, (ii) grant and perfect the liens granted or purported to
                be granted and perfected by it pursuant to any Security
                Agreement and (iii) in the case of the Borrower, own, lease, use
                or license the Project Assets in which it holds any interest and
                operate the Mine in accordance with sound mining and business
                practice, in each case where failure to obtain, maintain in full
                force and effect and comply with such Approval which, may lead
                to a Materially Adverse Effect.



                                      -40-


        (b)     Without limiting clause (a), each Obligor will obtain all
                Approvals identified in Part B of Item 1 ("PENDING APPROVALS")
                of the Disclosure Schedule by the date set forth in the
                Disclosure Schedule opposite such Approval and, within five
                Business Days of obtaining any such Approval, deliver copies
                (or, if requested, the original) of such approval to the Secured
                Parties (in the case of the Lenders, through the Facilities
                Agent).

        (c)     Each of the Borrower and the Holding Company shall take all
                steps within its powers to obtain, maintain and when necessary
                renew all rights, powers, privileges, licences, consents,
                approvals and agreements the benefit of which it may enjoy from
                time to time and which may be of material benefit to it or the
                Project and defend any action, claim or other proceedings in any
                court or tribunal which may be brought against it by any person
                where failure to obtain, maintain, renew and defend such rights,
                powers, privileges, licences, consents, approvals or agreements
                may lead to a Materially Adverse Effect.

5.5     MAINTENANCE OF CORPORATE EXISTENCE

        Each Obligor will do and will cause to be done at all times all things
        necessary to maintain and preserve its corporate existence.

5.6     FOREIGN QUALIFICATION

        The Borrower and the Holding Company will do and will cause to be done
        at all times all things necessary to be duly qualified to do business
        and be in good standing (where such concept is relevant) as a foreign
        company or corporation in each jurisdiction where the nature of its
        business makes such qualification necessary.

5.7     PAYMENT OF TAXES, ETC.

        Each Obligor will pay and discharge, as the same may become due and
        payable, all taxes, assessments, fees and other governmental charges or
        levies against it or on any of its property, as well as claims of any
        kind or character (including claims for sums due for labour, material,
        supplies, personal property and services); provided, however, that the
        foregoing shall not require any Obligor to pay or discharge any such
        tax, assessment, fee, charge, levy or claim:

        (a)     in respect of which the relevant invoice or demand for payment
                (other than a demand referred to in Clause 7.1(s)) was issued
                not more than 30 days prior to the payment thereof (and in
                respect of which the relevant Obligor has, upon request,
                demonstrated to the satisfaction of the Required Secured Parties
                that it will pay prior to the end of such period);

        (b)     without prejudice to Clause 7.1(b):

                (i)     for which an initial internal appeal (if available) has
                        been made to the relevant Governmental Authority, not
                        more than 14 days has elapsed since any such appeal has
                        been made and no Governmental Authority has attempted to
                        create or exercise any lien in respect of such unpaid
                        taxes, charges or amounts; or

                (ii)    in respect of which an amount not less than maximum
                        amount payable in respect thereof has been lodged in an
                        account in London with the Security Trustee and which is
                        subject to a first ranking lien in favour of the
                        Security Trustee.

5.8     INSURANCE

        (a)     The Borrower will maintain with insurance companies reasonably
                satisfactory to the Required Secured Parties: (i) insurance as
                required under this Agreement, the Security Agreements and any
                other Operative Document or pursuant to Applicable Law, and (ii)
                such other insurance with respect to the properties and business
                of the Borrower against such casualties and contingencies and of
                such types and in such amounts as is customary in the case of
                similar businesses to the Project similarly situated and
                financed on a limited recourse basis and such other insurance as
                may be required by any Applicable Law or by the Facilities Agent
                acting reasonably or the Security Trustee (acting in
                consultation with the Insurance Consultant, if



                                      -41-


                appointed) and the Borrower will, upon request of any Secured
                Party, furnish to the Security Trustee at reasonable intervals a
                certificate acceptable to the Security Trustee setting forth the
                nature and extent of all insurance maintained by the Borrower in
                accordance with this Clause and confirming its adequacy and
                sufficiency. The Security Trustee may (and shall if instructed
                by the Required Secured Parties) solicit the services of the
                Insurance Consultant to assess the adequacy and sufficiency of
                the insurance coverage required to be maintained by the Borrower
                hereunder and to evaluate the contents of the foregoing
                certificate. The Borrower will immediately notify the Security
                Trustee of any proposed change of any insurance company
                providing insurance coverage of the nature referred to in this
                Clause, and any such change shall require the consent of the
                Security Trustee (which consent will not be unreasonably
                withheld). The Borrower will ensure that, on and from the New
                Ownership Date, the Insurance Summary is complete and accurate
                at all times and will from time to time provide the Security
                Trustee with amendments thereto when necessary to ensure that
                the Insurance Summary is so complete and accurate, together with
                copies of all insurance policies as in effect from time to time.
                Without prejudice to the foregoing, the Borrower shall ensure,
                on and from the New Ownership Date, that all premiums required
                to be paid in order to ensure that the policies referred to in
                this clause are in full force and effect shall be paid as and
                when the same shall become due and payable and shall otherwise
                comply with each other term and condition of such policies so as
                to ensure that such policies are, and shall continue, in full
                force and effect.

        (b)     All of the Borrower's insurance policies shall, in each case, in
                accordance with standard practice in the mining industry having
                regard, inter alia, to the limited recourse nature of the
                facility granted pursuant to this Agreement:

                (i)     specify the Finance Parties as additional insureds under
                        all policies of liability insurance and as additional
                        insured and as the first loss payee under all policies
                        of property and (from commissioning of the Project)
                        business interruption insurance, and contain such
                        endorsements in favour of the Security Trustee as the
                        Security Trustee shall reasonably require;

                (ii)    not be cancellable (or be cancellable only on terms
                        acceptable to the Security Trustee) or non-renewable or
                        subject to a decrease in the scope or amount of coverage
                        (including by way of increase in any deductible) as
                        against the Security Trustee (including for failure to
                        pay premiums) or subject to material alteration of any
                        kind without the consent of the Security Trustee;

                (iii)   in the case of insurance covering loss or damage to any
                        of the Project Assets, contain a "lender loss payable"
                        provision for the benefit of the Security Trustee on
                        behalf of itself and the other Finance Parties
                        (including provisions that the policy shall not be
                        invalidated as against the Security Trustee or any other
                        Finance Party by reason of any action or failure to act
                        on the part of the Borrower or any other person),
                        provide for waiver of any right of set-off, recoupment,
                        subrogation, counterclaim or any other deduction, by
                        attachment or otherwise, with respect to any liability
                        of the Borrower, and shall provide that all amounts
                        payable by reason of loss or damage to any of the
                        Project Assets shall be payable to the Security Trustee
                        for replacement;

                (iv)    provide for payments of claims thereunder in Dollars;
                        and

                (v)     otherwise be in form and substance reasonably
                        satisfactory to the Security Trustee.

        (c)     The Borrower will, subject to this Agreement, cause the
                proceeds, if any, of all insurances maintained with respect to
                the Project and the Mine to be applied as follows:

                (i)     all amounts received in respect of (x) the partial or
                        total nationalisation, expropriation, compulsory
                        purchase or requisition of the Mine or the Project
                        Assets, or any interest therein, (y) any release,
                        inhibition, modification, suspension or extinguishment
                        of any Mining Rights, or the imposition of any
                        restriction affecting the Mine or the Project Assets or
                        the grant of any Mining Right and (z) the suspension or
                        material modification of any Approval required or
                        advisable in



                                      -42-


                connection with the Project or the operation of the Mine shall
                be paid to the Security Trustee for application as set forth in
                Clause 12.15;

                (ii)    all amounts received by the Borrower or on its behalf in
                        respect of any third party liability insurance shall be
                        paid directly to the person entitled thereto;

                (iii)   all amounts received in respect of any business
                        interruption insurance or delay in start-up insurance
                        shall be deposited into the Operating Account; and

                (iv)    prior to an Event of Default, all proceeds from casualty
                        or property insurance received for any single repair,
                        replacement or restoration costing less than
                        U.S.$1,000,000 (or the equivalent thereof in any other
                        currency) shall be deposited into the Operating Account
                        and may be applied to the repair, replacement or
                        restoration of the assets in respect of which the
                        relevant proceeds were received or for reimbursement of
                        the person which effected such repair, replacement or
                        restoration and after an Event of Default all such
                        proceeds shall be promptly deposited into the Operating
                        Account and applied as the Finance Parties shall
                        determine. All such proceeds received for any such
                        single repair, etc. costing an amount which is equal to
                        or in excess of U.S.$1,000,000 (or the equivalent
                        thereof in any other currency) shall, with the consent
                        of the Required Secured Parties, be applied to the
                        prompt payment of the cost of the repair, replacement or
                        restoration of such damaged or destroyed asset. In the
                        event that the consent of the Required Secured Parties
                        shall not be granted pursuant to the provisions of the
                        immediately preceding sentence, then all such proceeds
                        shall be paid to the Security Trustee for application
                        according to the priorities set out in Clause 12.15.

        (d)     The Borrower will on and from the Economic Completion Date
                cause:

                (i)     each Ghana Insurer with whom an Insurance Policy is
                        taken out to enter into and execute and deliver to the
                        Security Trustee an Assignment of Reinsurances and the
                        "NOTICE TO REINSURERS" in the form of Part 1 of Schedule
                        2 of the Assignment of Reinsurances;

                (ii)    at least ninety percent (90%) of the risk insured by
                        such Insurance Policy to be reinsured with non-Ghanaian
                        reinsurers acceptable to the Security Trustee (acting
                        reasonably);

                (iii)   each such reinsurer to execute and deliver to the
                        Security Trustee an acknowledgement in the form of Part
                        2 of Schedule 1 of the Assignment of Reinsurances; and

                (iv)    legal opinions in form and substance, and from legal
                        counsel acceptable to the Security Trustee in respect of
                        each Assignment of Reinsurances to be delivered with
                        each Assignment of Reinsurances referred to in
                        sub-clause (i).

5.9     BOOKS, RECORDS AND INSPECTION

        Each Obligor will:

        (a)     keep financial records and statements reflecting all of its
                business affairs and transactions in accordance with GAAP;

        (b)     on not less than three days prior written notice where no
                Default has occurred and on not less than 24 hours prior notice
                where a Default has occurred, permit the Independent Engineer,
                the Insurance Consultant, the Finance Parties or any of their
                respective representatives to inspect the Mine or any other
                location where personnel or records are located, to discuss its
                financial matters with its officers, its banks and its
                accountants and to examine (and photocopy extracts from) any of
                its books or other corporate records or any Instrument, document
                or correspondence relating to any of the Project Documents;



                                      -43-


        (c)     without limiting the generality of the foregoing, provide all
                relevant and necessary assistance to the Independent Engineer
                and the Insurance Consultant in connection with the performance
                of the duties of the Independent Engineer and the Insurance
                Consultant contemplated hereby;

        (d)     (in the case of the Borrower) pay any fees of such accountant
                and the Independent Engineer and the Insurance Consultant and
                out-of-pocket expenses of the Finance Parties incurred in
                connection with the exercise of their rights pursuant to this
                Clause.

5.10    PROJECT COMPLETION AND MANAGEMENT

        The Borrower will ensure that the Project is carried out and completed
        with due diligence and efficiency and is operated, maintained, developed
        and consummated in accordance with the Development Plan (when
        effective), Applicable Laws and sound mining and business practice, and
        will ensure that Project Output is produced and processed in accordance
        with Applicable Laws, sound mining and business practice and, when
        produced, the Development Plan.

5.11    PRICE PROTECTION AGREEMENTS

        At all times during the Required Price Protection Period, the Borrower
        shall provide evidence to the Facility Agent to the effect that:

        (a)     it has directly entered into; or

        (b)     the Sponsor or the Holding Company has entered into and assigned
                or novated to the Borrower and the Security Trustee shall have
                been granted a first lien in respect of the Borrower's rights
                under; or

        (c)     the Sponsor has undertaken on terms satisfactory to the Lenders
                to procure that the Borrower enters into

        Committed Price Protection Agreements reasonably acceptable to the
        Required Secured Parties or put options or other similar uncommitted
        transactions with respect to the sale of Gold (together with such
        Committed Price Protection Agreements, collectively, the "PRICE
        PROTECTION AGREEMENTS") which are in form and effected with
        counterparties (the "PRICE PROTECTION COUNTERPARTIES") and at a strike
        price reasonably satisfactory to the Facility Agent (acting on the
        instructions of the Required Lenders) such that the proceeds thereof
        (both as to the amount and to the timing), or in the case of put
        options, the realised price for Ounces is sufficient to discharge in
        full all Project Costs (excluding, however, Project Capital Costs in
        respect of Price Protection Agreements and Project Capital Costs
        scheduled to be incurred in connection with the construction of the
        Project for the period prior to the Economic Completion Date, whichever
        occurs first) for the Required Price Protection Period in effect at such
        time (such Project Costs, the "PRICE PROTECTION PROJECT COSTS");
        provided, however, that if the Sponsor enters into a Price Protection
        Agreement, that the Borrower is not also party to as a counterparty to
        the Sponsor, then the Sponsor must (and the Borrower shall procure that
        the Sponsor shall) assign or novate to the Borrower by way of sale the
        benefit of such Price Protection Agreement, and provided further that
        the Sponsor and the Facility Agent may agree a Gold Price level above
        which the Borrower shall not be required to comply with Clause 5.11(a)
        or 5.11(b).

5.12    PROVISION OF STAFF

        The Borrower shall on and from the date hereof ensure that there are
        sufficient competent technical and management employees engaged in
        connection with the Mine and the Project for the operation, development
        and maintenance of the Mine substantially in accordance with (if
        effective) the Development Plan.

5.13    ENVIRONMENTAL COVENANTS

        (a)     The Borrower will, and will use all reasonable efforts to ensure
                that each other Project Party will:



                                      -44-


                (i)     use and operate the Mine, the Project Assets and all of
                        the facilities and properties related thereto in
                        compliance with, keep all Approvals relating to
                        environmental matters in effect and remain in compliance
                        with, and handle all Hazardous Materials in compliance
                        with, the Environmental Review Standards and with all
                        applicable Environmental Laws and Environmental
                        Licences, the breach of which could reasonably be
                        expected to lead to:

                        (x)     any action being taken against the Sponsor or
                                the Borrower or any other Project Party by any
                                Governmental Agency or any other person; or

                        (y)     a Materially Adverse Effect occurring with
                                respect to the Sponsor or the Borrower; and

                (ii)    immediately notify the Security Trustee and provide
                        copies upon receipt of all written claims, complaints,
                        notices or inquiries relating to the condition of the
                        facilities and properties related to the Mine and the
                        Project Assets or compliance with the Environmental
                        Review Standards or Environmental Laws or Environmental
                        Licences relating to the Project in either case which
                        could reasonably be expected to result in:

                        (x)     any material action being taken against such
                                Obligor by any Governmental Agency or any other
                                person; or

                        (y)     a Materially Adverse Effect occurring with
                                respect to the Borrower,

                        and shall promptly cure any non-compliance which is the
                        subject matter of any actions and proceedings relating
                        to such Environmental Review Standards or Environmental
                        Laws or Environmental Licences.

        (b)     Without prejudice to clause (a), the Borrower shall:

                (i)     use and operate all of its facilities and properties in
                        compliance with all Environmental Laws, keep all
                        necessary permits, approvals, certificates, licences and
                        other authorisations relating to environmental matters
                        in effect and remain in compliance therewith, and handle
                        all Hazardous Materials in material compliance with all
                        applicable Environmental Laws or Environmental Licences
                        where failure to so comply would reasonably be expected
                        to result in:

                        (x)     any action being taken against any Obligor by
                                any Governmental Agency or any other person; or

                        (y)     a Materially Adverse Effect with respect to any
                                Obligor; and

                (ii)    provide such information and certifications which any
                        Finance Party may reasonably request from time to time
                        to evidence compliance with this clause.

5.14    MAINTENANCE OF PROJECT ASSETS

        The Borrower will maintain, preserve, protect and keep:

        (a)     all of its ownership, lease, use, licence and other interests in
                the Project Assets (including all Mining Rights) as are
                necessary for it to be able to operate the Mine substantially in
                accordance with sound mining and business practice and, from the
                Economic Completion Date, in a manner such that the requirements
                of, and projections contained in, the Development Plan, can be
                achieved where failure to maintain, preserve, protect and keep
                such may lead to a Materially Adverse Effect; and

        (b)     all of the Project Assets owned by it in good repair, working
                order, and condition, and make necessary and proper repairs,
                renewals, and replacements so that the business carried on in
                connection therewith may be properly conducted at all times,
                unless the continued



                                      -45-


                maintenance of any of such Project Assets is no longer necessary
                or economically desirable for the operation of the Mine, such
                operation to be substantially in accordance with sound mining
                and business practice.

5.15    PARI PASSU

        Each Obligor will ensure that its payment Obligations under this
        Agreement and each other Finance Document to which it is a party rank at
        least pari passu in right of payment with all of such Obligor's present
        and future other unsecured indebtedness, other than any such
        indebtedness which is preferred by mandatory provisions of Applicable
        Law or any Finance Document.

5.16    ACCURACY OF INFORMATION

        All factual information hereafter furnished by or on behalf of any
        Obligor in writing to any Finance Party for the purposes of or in
        connection with this Agreement or any transaction contemplated hereby
        will be true and accurate in all material respects on the date as of
        which such information is dated or certified and such information shall
        not be incomplete by omitting to state any material fact necessary to
        make such information not misleading in any material respect.

5.17    PROJECT DOCUMENTS

        The Borrower undertakes to ensure that, except to the extent expressly
        permitted pursuant to this Agreement or any other Finance Document:

        (a)     it will not enter into any Material Agreement without the prior
                written consent of the Security Trustee (not to be unreasonably
                withheld); provided that (a) the Borrower shall give the
                Security Trustee not less than 14 Business Days notice prior to
                entering into a Material Agreement not previously agreed, (b)
                not enter into a Material Agreement except in the form
                previously agreed, nor shall it agree to any condition thereto,
                (c) any agreement dealing solely with an expense referred to in
                the Development Plan shall be deemed approved if it is not a
                Project Document (or a replacement for a Project Document)
                provided such agreement is governed by English or Ghanaian law
                and contains an express consent to assign by way of security and
                by way of sale, and (d) in each other case, the Security Trustee
                shall be deemed to have approved any Material Agreement if it
                has not rejected it within 5 Business Days of its receipt.

        (b)     to the extent reasonably within its control, any other relevant
                Project Party observes their respective obligations under all
                Project Documents in all material respects;

        (c)     it does not, other than with the prior written consent of the
                Security Trustee, abandon, settle, compromise or discontinue or
                become non-suited in respect of proceedings against any party in
                connection with a Project Document; and

        (d)     it takes the action that a prudent, diligent and reasonable
                person would take to cause each party to a Project Document to
                observe and perform its obligations in connection with that
                Project Document, and if that party defaults in the performance
                of those obligations to take the action that a prudent, diligent
                and reasonable person would take to enforce its resulting rights
                thereunder, unless the Security Trustee agrees otherwise in
                writing.

5.18    SALE OF PRODUCTION

        The Borrower will ensure that on and from the New Ownership Date:

        (a)     all Project Output is, subject to the Borrower's obligations
                under any Price Protection Agreements, sold for the best
                obtainable purchase price provided that, for the avoidance of
                doubt, on any date, a price not less than the London Gold Price
                on such date shall be considered to be the best available price
                on such date;

        (b)     the proceeds of such purchase price are denominated in Dollars;
                and



                                      -46-


        (c)     subject to the terms of this Agreement and if required by Clause
                3.2(b), such proceeds are promptly deposited directly into the
                Trust Account.

5.19    RETENTION OF RECORDS

        The Borrower shall retain until at least six years after their creation
        all records (including payroll records, invoices, bills and receipts)
        evidencing income and expenditure on account of the Project.

5.20    LEASES

        The Borrower shall observe and perform all covenants in any lease which
        are on its part to be observed or performed and exercise any option to
        renew any lease to which it is entitled if such renewal would be to its
        advantage.

5.21    AUDIT OF ACCOUNTS

        Each Obligor will procure that its accounts are audited (in the case of
        any Obligor other than the Borrower, as part of a consolidated audit or
        a stand alone audit) at least once in every calendar year by the
        Auditors.

5.22    PERFECTION OF LIENS

        Each Obligor shall:

        (a)     take all necessary steps to create and perfect the liens created
                by the Security Agreements to which it is a party with respect
                to future assets covered by the Security Agreements to which it
                is a party;

        (b)     maintain the Security Agreements to which it is a party in full
                force and effect at all times (including the priority thereof);

        (c)     preserve and protect the assets comprising the Security
                Agreements to which it is a party; and

        (d)     protect and enforce its rights and title to all such assets
                subject to the Security Agreements to which it is a party.

5.23    TRANSACTIONS

        The Borrower shall not (except in the ordinary course of business)
        without the previous written consent in writing of the Security Trustee
        enter into any transaction under which:

        (a)     title to goods supplied to the Borrower is reserved to the
                vendor thereof until payment by the borrower for such goods;
                and/or

        (b)     the proceeds of sale by the Borrower on any goods are held in
                trust for the supplier thereof or for the supplier of any
                ingredient thereof.

6.      NEGATIVE COVENANTS

6.1     CERTAIN NEGATIVE COVENANTS

        Each Obligor party to this Agreement from time to time agrees with each
        Finance Party that on and from the New Ownership Date, until all
        Commitments have terminated and all Obligations have been paid and
        performed in full, it will perform its obligations set forth in this
        Clause.

6.2     BUSINESS ACTIVITIES; PLACE OF BUSINESS; ORGANIC DOCUMENTS; FISCAL YEAR.

        (a)     The Borrower (and, in the case of clauses (ii) and (iii), each
                Obligor) will not:



                                      -47-


                (i)     engage in any business activity other than the
                        consummation of the Project and the operation of the
                        Mine in accordance with the Development Plan (when
                        produced pursuant to Clause 2.3), the activities
                        contemplated by this Agreement and the other Finance
                        Documents and any activity incidental thereto; or

                (ii)    maintain any place of business without first taking (to
                        the satisfaction of the Security Trustee) all actions
                        necessary to protect the liens granted pursuant to the
                        relevant Security Agreements to which it is a party; or

                (iii)   establish or maintain a place of business in the United
                        Kingdom or become resident in the United Kingdom for
                        taxation purposes unless it has satisfied prior to
                        establishing or maintaining such place of business (as
                        evidence by the prior written consent of each Secured
                        Party) each Finance Document to which it is a party will
                        remain valid, binding and enforceable thereafter; or

                (iv)    without the prior written consent of the Facility Agent,
                        change its domicile or residence from Ghana.

        (b)     Neither the Borrower nor the Holding Company will (without first
                obtaining the prior written consent of the Security Trustee,
                such consent not to be unreasonably withheld or delayed):

                (i)     change, or permit any change to, its corporate name or
                        to any material provision of its Organic Documents; or

                (ii)    change its Fiscal Year.

6.3     INDEBTEDNESS

        Each of the Borrower and the Holding Company will not create, incur,
        assume, or suffer to exist or otherwise become or be liable in respect
        of any indebtedness other than:

        (a)     indebtedness in respect of the Loans and its other Obligations;

        (b)     indebtedness in respect of the Price Protection Agreements
                entered into by the Borrower in accordance with Clause 5.11 or
                in the case of the Borrower, other Price Protection Obligations
                incurred in the ordinary course of business;

        (c)     in the case of the Borrower, indebtedness in respect of the
                other Operative Documents;

        (d)     in the case of the Borrower, at any date:

                (i)     unsecured indebtedness outstanding at such date incurred
                        in the ordinary course of business in connection with
                        Project Costs by way of open accounts of less than 90
                        days extended by suppliers, or letters of credit opened
                        for the account of suppliers, on normal trade terms in
                        connection with purchases of goods and services (and
                        excluding, for the avoidance of doubt, financial
                        indebtedness); or

                (ii)    indebtedness (other than indebtedness falling within
                        clauses (c) or (d)(i)) not in excess of U.S.$500,000 in
                        aggregate at any one time outstanding (or the equivalent
                        thereof in any other currency) incurred prior to the
                        Economic Completion Date to suppliers of equipment and
                        other personal property constituting Project Capital
                        Costs in respect of the deferred purchase price of such
                        equipment;

        (e)     indebtedness in respect of taxes, assessments or governmental
                charges not in excess of U.S.$100,000 in aggregate, and
                indebtedness in respect of claims for employment, materials or
                supplies to the extent that payment thereof shall not at the
                time be required to be made in accordance with the provisions of
                Clause 5.7;



                                      -48-


        (f)     indebtedness in respect of judgements or awards, the enforcement
                of which has been stayed (by reason of a pending appeal or
                otherwise) for a period of more than 30 days, which do not, in
                aggregate, exceed $50,000 (or the equivalent thereof in any
                other currency);

        (g)     in the case of the Borrower, Approved Subordinated Indebtedness;
                and

        (h)     in the case of the Borrower, Approved Project Indebtedness.

6.4     LIENS

        Each of the Borrower and the Holding Company will not create, incur,
        assume or suffer to exist any lien upon any of its properties, revenues
        or assets, whether now owned or hereafter acquired, except the following
        (each a "PERMITTED LIEN"):

        (a)     in the case of any Obligor, liens in favour of the Security
                Trustee (for the benefit of the Finance Parties, subject to the
                terms of the Finance Documents) or in favour of the Finance
                Parties granted pursuant to any Finance Document, subject to the
                terms of the Finance Documents;

        (b)     liens for taxes, assessments or other governmental charges or
                levies not in excess of U.S.$100,000 and not at the time
                delinquent or thereafter payable without penalty or being
                contested in good faith by appropriate proceedings and for which
                it shall have complied with Clause 5.7(b)(ii);

        (c)     liens incurred in the ordinary course of business in connection
                with unemployment insurance or other forms of governmental
                insurance or benefits, or to secure performance of tends,
                statutory obligations, leases and contracts (other than for
                financial indebtedness) entered into in the ordinary course of
                business or to secure obligations on surety or appeal bonds;

        (d)     in the case of the Borrower, liens granted to secure Approved
                Project Indebtedness provided the terms of such liens, if
                granted prior to the Discharge Date, have been approved in
                writing by each Lender and the holder of such lien has entered
                into an intercreditor agreement with the Security Trustee and
                each Lender, the terms of which are satisfactory to each Lender;
                and

        (e)     any other lien disclosed in Item 7 ("LIENS") of the Disclosure
                Schedule;

        and, for the purposes of this Clause the obligations secured by any lien
        created or incurred in the ordinary course of business, in the case of
        the Borrower or the Holding Company may not exceed U.S.$100,000 in the
        aggregate at any one time outstanding.

6.5     CAPITAL EXPENDITURES

        The Borrower will not incur or commit to incur any costs in respect of
        Capital Expenditures other than such costs which have been incurred with
        the prior written consent of the Security Trustee or are identified in
        the Development Plan or the Monthly Budget or, in any Fiscal Year, do
        not exceed $50,000 in aggregate and shall not incur or commit to incur
        any such costs if, at the time, or as a consequence of, incurring any
        such item of expenditure any Default shall have occurred and be
        continuing; provided, however, that, if any such Default shall have
        occurred and be continuing, the Borrower may make Capital Expenditures
        constituting Required Completion Expenditures and Required Capital
        Expenditures; and provided further, that, the Borrower may incur Capital
        Expenditures (not in excess of $100,000 (or for such higher amount
        incurred with the prior written consent of the Security Trustee, not to
        be unreasonably withheld)) where such expenditure is incurred solely so
        as to avoid danger to life or Project Assets or to comply with Ghanaian
        Applicable Law.

6.6     INVESTMENTS AND SUBSIDIARIES

        The Borrower will not acquire all or substantially all of the assets of
        any other person and will not make, incur, assume or suffer to exist any
        Investment in any other person.



                                      -49-


6.7     RESTRICTED PAYMENTS, ETC.

        Neither the Borrower nor the Holding Company will:

        (a)     declare, pay or make any distribution (in cash, property or
                obligations) on any shares of any class of capital stock (now or
                hereafter outstanding) of the Borrower or the Holding Company or
                on any ownership interest of the Borrower or the Holding Company
                or on any warrants, options or other rights with respect to any
                shares of any class of capital stock of, or other ownership
                interest (now or hereafter outstanding) in the Borrower or the
                Holding Company or apply any of its funds, property or assets to
                the purchase, redemption or other retirement of any shares of
                any class of capital stock of, or other ownership interest (now
                or hereafter outstanding) in the Borrower or the Holding
                Company, or warrants, options or other rights with respect to
                any shares of any class of capital stock of, or other ownership
                interest (now or hereafter outstanding) in the Borrower or the
                Holding Company;

        (b)     repay, redeem, purchase or otherwise defease any indebtedness
                owing to, or make any other payment to, any affiliate (including
                Approved Subordinated Indebtedness);

        (c)     make any deposit for any of the foregoing purposes or otherwise
                discharge any indebtedness incurred by any affiliate; or

        (d)     otherwise make any payment to any affiliate of the Holding
                Company or the Borrower (except, after the Release Date and
                prior to the occurrence of a Default, management fees of up to
                U.S.$20,000 per month (or any other amount agreed in writing
                between the Security Trustee and the Borrower) (plus any
                reasonable and documented out of pocket expenses) payable to the
                Sponsor pursuant to the Management Agreement),

                other than, in each case, a Permitted Distribution made on a
                Cash Sweep Date.

6.8     TAKE OR PAY CONTRACTS

        The Borrower will not enter into or be a party to any arrangement for
        the purchase of materials, supplies, other property or services if such
        arrangement by its express terms requires that payment be made by it
        regardless of whether or not such materials, supplies, other property or
        services are delivered or furnished to it. For the avoidance of doubt,
        nothing in this Clause shall prohibit the Borrower from entering into
        any Price Protection Agreement.

6.9     MERGERS AND ACQUISITIONS

        Neither the Borrower nor the Holding Company shall enter into any
        amalgamation, demerger, merger or reconstruction without the prior
        written consent of the Security Trustee.

6.10    ASSET DISPOSITIONS, ETC.

        The Borrower will not sell, transfer, lease or otherwise dispose of any
        of, or grant options, warrants or other rights with respect to, any of
        its assets (including accounts receivable) to any person, unless:

        (a)     such disposition is of dore bullion in the ordinary course of
                business made under the terms of the Refining and Purchase
                Agreement or otherwise pursuant to arrangements with refineries
                which are satisfactory to the Required Secured Parties;

        (b)     such disposition is of obsolete assets which are no longer used
                or useful to the Borrower or of assets which are to be replaced
                provided that such disposition is in accordance with the Annual
                Budget (without Material Deviation) and the Development Plan; or

        (c)     the net book value of all assets disposed of by the Borrower
                (excluding, however, assets disposed of pursuant to clauses (a)
                and (b)) in the same Fiscal Year does not exceed U.S.$100,000
                (or the equivalent thereof in any other currency) provided fair
                value in cash or other assets are received therefor.



                                      -50-


6.11    TRANSACTIONS WITH AFFILIATES

        The Borrower will not enter into, or cause, suffer or permit to exist:

        (a)     any arrangement or contract pursuant to which any indebtedness
                is extended by the Borrower to any of its affiliates as obligor;

        (b)     any arrangement or contract with any of its affiliates of a
                nature customarily entered into by persons which are affiliates
                of each other (including management or similar contracts or
                arrangements relating to the allocation of revenues, taxes and
                expenses or otherwise) requiring any payments to be made by the
                Borrower to any affiliate unless such arrangement is fair and
                equitable to the Borrower; or

        (c)     any other transaction, arrangement or contract with any of its
                other affiliates which would not be entered into by a prudent
                person in the position of the Borrower with, or which is on
                terms which are less favourable to such person than are
                obtainable from, any person which is not one of its affiliates,

        provided that the Borrower may:

                        (A)     enter into arrangements and contracts with its
                                affiliates in Ghana in respect of goods and
                                services actually provided and specifically
                                referred to in an Annual Budget or Development
                                Plan as intercompany debt provided that from the
                                Economic Completion Date the net intercompany
                                indebtedness owed to or by the Borrower
                                (provided such indebtedness of the Borrower is
                                Approved Subordinated Indebtedness) shall be
                                promptly settled within 15 days of the end of
                                each month end. Prior to the Economic Completion
                                Date such intercompany indebtedness of the
                                Borrower shall be funded by the Sponsor as an
                                additional shareholder loan to the Borrower; and

                        (B)     enter into a Management Agreement with the
                                Manager pursuant to which management fees/costs
                                of $45,000 per month will be invoiced and, from
                                the Economic Completion Date until the
                                occurrence of a Default, up to $20,000 per month
                                may be paid on a monthly basis, and the balance
                                of $25,000 (plus any accrued interest
                                thereunder) paid only as a Permitted
                                Distribution.

6.12    RESTRICTIVE AGREEMENTS, ETC.

        No Obligor will enter into any agreement (excluding this Agreement and
        the other Finance Documents):

        (a)     prohibiting the creation or assumption of any lien upon its
                properties, revenues or assets, whether now owned or hereafter
                acquired; and

        (b)     restricting the ability of such Obligor to amend or otherwise
                modify this Agreement or any other Operative Document.

6.13    INCONSISTENT AGREEMENTS

        No Obligor will enter into any agreement containing any provision which
        would be violated or breached by the making of the Loans or by the
        performance by such Obligor of its obligations hereunder or under any
        other Operative Document.

6.14    PROJECT DOCUMENTS

        No Obligor shall, without the prior written consent of the Security
Trustee:

        (a)     amend, modify or waive any provision of any Project Document to
                which it is a party; or



                                      -51-


        (b)     terminate (other than in accordance with its terms (excluding,
                however, as a result of the breach of any obligation by any
                party thereto)) or replace, any Project Document to which it is
                a party, provided that if a Contractor has defaulted under any
                Project Document or such Project Document has expired, the
                Borrower may within 45 days of such default or expiry replace
                such Contractor with another Contractor acceptable to the
                Security Trustee on substantially similar terms to such Project
                Document.

6.15    ACTIONS UNDER PROJECT DOCUMENTS

        No Obligor will take or refrain from taking any action under any of the
        Project Documents which would have a material adverse effect on (a) the
        ability of the Borrower to consummate the Project and operate the Mine
        in accordance with the Development Plan, (b) any collateral subject to
        any Security Agreement and the perfection and priority of the liens
        granted or purported to be granted therein, or (c) the ability of such
        Obligor to pay and perform its Obligations.

6.16    ROYALTY AGREEMENTS

        No Obligor will enter into any agreement relating to the granting of
        royalties or net profits interests in connection with the Project other
        than as set forth in the royalty agreements listed in Item 9 ("ROYALTY
        AGREEMENTS") of the Disclosure Schedule.

7.      EVENTS OF DEFAULT

7.1     EVENTS OF DEFAULT

        The term "EVENT OF DEFAULT" shall mean any of the events set forth in
this Clause:

        (a)     NON-PAYMENT OF OBLIGATIONS

                (i)     The Borrower shall default in the payment, repayment or
                        prepayment when due of any principal amount of or
                        interest on any Loan (or within three Business Days for
                        the due date for payments thereof in the case of any
                        such principal or interest where such failure is due to
                        a technical or administrative difficulty in payment of
                        funds); or

                (ii)    Any Obligor shall default in the payment when due of any
                        other Obligation (and such default shall continue
                        unremedied for a period of three Business Days).

        (b)     NON-PERFORMANCE OF CERTAIN COVENANTS

                (i)     The Borrower shall default in the due performance and
                        observance of any of its obligations pursuant to Clause
                        2.1 and such default shall continue unremedied for 30
                        days;

                (ii)    any Obligor shall default in the due performance and
                        observance of any of its obligations under Clauses
                        3.3(a), 5.5, 5.15, 5.18 or 6.2(a)(ii) and 6.2(a)(iii),
                        6.3, 6.4, 6.7, 6.9, 6.11 or 6.14;

                (iii)   the Sponsor shall default in the due performance and
                        observance of any of its obligations under the Support
                        Agreement; or

                (iv)    any Obligor shall default in the due performance and
                        observance of any of its obligations under any
                        Subordination Agreement.

        (c)     NON-PERFORMANCE OF OTHER OBLIGATIONS

                Any Obligor or the Ghana Insurer shall default in the due
                performance or observance of any term, condition, covenant or
                agreement contained herein or in any other Finance Document
                executed by it (other than a default referred to in Clause
                7.1(a) or 7.1(b)), and, if capable of cure or remedy, such
                default shall continue unremedied for a period of 15 Business
                Days.



                                      -52-


        (d)     BREACH OF REPRESENTATION OR WARRANTY

                Any representation or warranty of any Obligor or the Ghana
                Insurer made hereunder or under any other Operative Document
                executed by it or in any other writing furnished by or on behalf
                of such person to any Finance Party for the purposes of or in
                connection with this Agreement or any Finance Document is or
                shall be incorrect in any material respect when made.

        (e)     DEFAULT ON OTHER INDEBTEDNESS

                A default shall occur in the payment when due (subject to any
                applicable grace period), whether by acceleration or otherwise,
                of any indebtedness (other than indebtedness described in Clause
                7.1(a)) on the part of the Borrower, the Holding Company or the
                Sponsor which has a principal amount, individually or in the
                aggregate, in excess of U.S.$250,000 (or the equivalent thereof
                in any other currency), or a default shall occur in the
                performance or observance of any obligation or condition with
                respect to such indebtedness if such default shall continue
                unremedied for any applicable period of time sufficient to
                permit the holder or holders of such indebtedness, or any
                trustee or agent for such holders, to cause such indebtedness to
                become due and payable prior to its expressed maturity.

        (f)     BANKRUPTCY, INSOLVENCY, ETC.

                (i)     Any Obligor is unable to pay its debts as they fall due,
                        commences negotiations with any one or more of its
                        creditors with a view to the general readjustment or
                        rescheduling of its indebtedness or makes a general
                        assignment for the benefit of or a composition with its
                        creditors; or

                (ii)    any Obligor, or any other person, takes any action, or
                        other steps are taken or legal proceedings are started,
                        for the winding-up, dissolution or reorganisation (other
                        than a solvent reorganisation on terms previously
                        approved in writing by the Security Trustee) of any
                        Obligor or for the appointment of an examiner, receiver,
                        liquidator, administrator, administrative receiver,
                        manager or similar external officer for it or of any or
                        all of its assets; or

                (iii)   any action or proceeding similar to those described in
                        clause (i) or (ii) shall occur with respect to, or be
                        initiated by or against, any Obligor in any
                        jurisdiction.

        (g)     PRICE PROTECTION AGREEMENTS

                Any default shall occur under any Price Protection Agreement or
                any Price Protection Agreement shall terminate (other than with
                the prior consent of the Required Secured Parties) or cease in
                whole or in part to be the legal, valid and binding obligation
                of any party thereto.

        (h)     PROJECT DOCUMENTS, ETC.

                (i)     Any of the Project Documents (excluding any Price
                        Protection Agreement (which is a Project Document) shall
                        terminate (other than in accordance with its terms in
                        circumstances where no default in the performance by the
                        Borrower of its obligations thereunder has occurred and
                        is continuing) or for any reason cease to be in full
                        force and effect, except for:

                        (A)     any expiration at the end of the term thereof;

                        (B)     any termination permitted pursuant to Clause (b)
                                of Clause 6.14; or

                (ii)    a default (after giving effect to any applicable grace
                        period) by any person under any of the Project Documents
                        shall occur or any Obligor shall terminate the services
                        of any Contractor under a Project Document, and such
                        default or termination could (in the reasonable opinion
                        of the Required Secured Parties) be expected to have a
                        Materially Adverse Effect with respect to the Borrower,
                        the Holding Company or the Sponsor; and the relevant
                        Obligor fails to obtain a satisfactory alternative
                        agreement



                                      -53-


                        or alternative arrangements to satisfactorily mitigate
                        (in the opinion of the Required Secured Parties) the
                        effect of such default or termination within 30 days of
                        such default or termination.

        (i)     IMPAIRMENT OF FINANCE DOCUMENTS

                This Agreement or any other Finance Document shall terminate
                (other than in accordance with its terms (excluding however, as
                a result of the breach of any obligation by any party thereto))
                or cease in whole or part to be the legal, valid, binding and
                (except in the case of a Subordination Agreement, subject to
                bankruptcy and insolvency laws and other similar laws of
                applicability to creditors generally and to general equitable
                principles) enforceable obligation of any Obligor party thereto,
                or a Ghanaian Insurer; any Obligor, a Ghanaian Insurer or any
                other party shall, directly or indirectly, contest in any manner
                the effectiveness, validity, binding nature or enforceability of
                any Finance Document; or any lien securing any Obligation shall,
                in whole or in part, cease to be a perfected lien which, except
                as referred to in Clause 4.4(b) (i) or (ii), ranks first in
                priority.

        (j)     ABANDONMENT; MINING RIGHTS

                (i)     The Borrower shall abandon all or any significant
                        portion of its interest in the Mine or any Project
                        Assets owned by it or surrender, cancel or release, or
                        suffer any termination or cancellation of any of its
                        rights or interest in the Mine or the Project Assets
                        owned by it, other than as:

                        (A)     specifically permitted by this Agreement and
                                each other Finance Document;

                        (B)     in order to affect an orderly closure of the
                                Mine following the Discharge Date where each
                                Royalty Holder has agreed in writing to such
                                orderly closure; or

                        (C)     as the Borrower shall have evidenced to each
                                Secured Party's reasonable satisfaction is not
                                required in connection with the Project.

                (ii)    Any person other than the Borrower shall acquire Mining
                        Rights in respect of all or any portion of properties
                        relating to the Project other than where the Government
                        of Ghana has granted Mining Rights to another person in
                        respect of substances other than Gold or other precious
                        metals pursuant to any Applicable Law in Ghana and the
                        grant or exploitation of such Mining Rights does not
                        have a Materially Adverse Effect on the Borrower.

        (k)     JUDGMENTS

                Any:

                (i)     judgment or order (including any appeal referred to in
                        sub-clause (C)) for the payment of money in excess of
                        U.S.$50,000, shall be rendered against any Obligor,
                        unless:

                        (A)     such judgment or order is set aside or paid
                                within 14 days; or

                        (B)     in respect of which an amount not less than the
                                maximum amount payable in respect of such
                                judgment or order has been lodged in an account
                                in London with the Security Trustee and which is
                                subject to a first ranking lien in favour of the
                                Security Trustee; or

                        (C)     that enforcement of such judgment or order has
                                been stayed and such judgment or order is
                                subject to an appeal and the relevant Obligor
                                has demonstrated to the satisfaction of the
                                Required Secured Parties (acting reasonably)
                                that it has reasonable prospects of success with
                                such appeal and the financial capacity to make
                                such payment and meet all its Obligations; or



                                      -54-


                (ii)    levy of any execution, distress, sequestration or other
                        process upon or against any of the assets or property of
                        any Obligor which is not paid out or discharged within
                        seven days.

        (l)     EXPROPRIATION, ETC.

                Any Governmental Agency or other person purporting to be, or
                acting as, any Governmental Agency condemns, nationalises,
                seizes or otherwise expropriates:

                (i)     all or any material part of the property or other assets
                        of any of the Borrower, the Holding Company or the
                        Sponsor or of its share capital or other ownership
                        interests, or assumes custody or control of such
                        property or other assets or of the business or
                        operations of any of the Borrower, the Holding Company
                        or the Sponsor if such action (together with any prior
                        similar action) would prevent any of the Borrower, the
                        Holding Company or the Sponsor from carrying on its
                        obligations under the Operative Documents or would
                        otherwise prevent any of the Borrower, the Holding
                        Company or the Sponsor from carrying on its business in
                        the ordinary course;

                (ii)    all or any material part of any other property or assets
                        necessary for the Project, and such condemnation,
                        nationalisation, seizure, expropriation, assumption or
                        action is not withdrawn, rescinded, reversed, or in the
                        case of any such action with respect to property or
                        assets, the same are not replaced with equivalent
                        property or assets within 30 days; or

                (iii)   any Charged Shares (other than as a result of a
                        Permitted Expropriation).

        (m)     CHANGE IN CONTROL, ETC.

                (i)     Any Change in Control shall occur; or

                (ii)    any single person, or group of persons acting in concert
                        (as defined in the City Code on Take-overs and Mergers),
                        acquires (without the prior written consent of the
                        Security Trustee, acting on the instructions of the
                        Secured Parties (acting reasonably)) 51% of the voting
                        equity of the Sponsor.

        (n)     DEFAULT, ETC. BY CONTRACTORS

                Any Contractor shall default in the performance of any of its
                material obligations under any Operative Document to which it is
                a party, and:

                (i)     such Contractor shall not have remedied such default
                        within the time (if any) prescribed under the relevant
                        Operative Document; or

                (ii)    such Contractor shall not have been replaced in
                        accordance with the proviso to Clause 6.14(b).

        (o)     APPROVALS

                Any Approval which is relevant to the Project or the Mine or
                otherwise relevant to the conduct of the business of the
                Borrower or the performance of any obligations of any Obligor
                under any Operative Document executed by it shall be denied or
                withdrawn or shall cease to remain in full force and effect or
                shall otherwise be materially impaired and the effect of such
                action is reasonably likely to result in (i) a Materially
                Adverse Effect with respect to any Obligor, or (ii) any material
                action being taken against any Obligor by any Governmental
                Agency or any other person.

        (p)     DEVIATION FROM DEVELOPMENT PLAN



                                      -55-


                Without prejudice to the provisions of Clause 5.10, the Borrower
                shall after the New Ownership Date develop the Project in a
                manner other than as substantially contemplated by (on or after
                the Economic Completion Date) the Development Plan or (prior to
                the Economic Completion Date) the Annual Budget (including as a
                result of the incurrence of any indebtedness of the nature
                referred to in Clause 6.3).

        (q)     CEASE TO CARRY ON BUSINESS

                The Borrower, the Holding Company or the Sponsor ceases, is
                restrained from or threatens to cease, to carry on its business
                or a substantial part thereof in the ordinary course (including,
                in the case of the Borrower, the Mine) and in the case of any
                restraint caused by a person other than the relevant Obligor,
                such Obligor does not recommence its business as aforesaid
                within 30 days (and, for the avoidance of doubt, the Borrower
                shall be deemed to have ceased to carry on the Project in the
                ordinary course if it suffers a loss of all or substantially all
                of its assets).

        (r)     UNENFORCEABILITY OF FINANCE DOCUMENTS

                This Agreement or any other Finance Document becomes wholly or
                partially void or voidable or is claimed to be so or is
                repudiated, in each case, by an Obligor or a Ghana Insurer or
                anyone on such party's behalf.

        (s)     TAX DEMAND

                The Ghanaian Inland Revenue shall make a demand on the Borrower
                pursuant to any provision of the Ghanaian Inland Revenue Act and
                the Borrower has not in respect of the amount payable or
                claimed, complied with Clause 5.7(b)(ii) within 5 Business Days
                of such demand.

7.2     ACTION IF EVENT OF DEFAULT

        If any Event of Default shall occur for any reason, whether voluntary or
        involuntary, and be continuing, the Facility Agent or any Royalty Holder
        (subject to any agreement between the Secured Parties and subject to
        Clause 10) may, in the case of the Facility Agent, take any action
        permitted pursuant to Clause 17.1 of the Loan Agreement, and, in the
        case of the First Royalty Holder, take any action permitted to be taken
        by it pursuant to Clause 6.1 of the First Royalty Agreement, and in the
        case of any other Royalty Holder, take action permitted to be taken by
        any provision in its Royalty Agreement which is substantially similar to
        Clause 6.1 of the First Royalty Agreement.

8.      INTERCREDITOR PROVISIONS

8.1     OTHER AGREEMENTS

        The provisions of this Clause 8 shall, as between any of the Secured
        Parties, be subject to any other agreement between such Secured Parties.

8.2     NUMBER OF VOTES ATTACHING TO EACH PARTICIPATION

        The voting entitlement of any Secured Party in any vote which may be
        cast in relation to any decision or vote to be taken on any date (a
        "VOTING ENTITLEMENT") shall:

        (a)     in relation to each Lender:

                (i)     if the vote or decision is to be taken on a date during
                        any Availability Period for any Facility which has not
                        expired and when the Commitments for such Facility have
                        not been cancelled or reduced to zero, be equal to the
                        Commitment (disregarding any drawdowns) of the relevant
                        Lender, expressed as a percentage of:



                                      -56-


                        (A)     the aggregate Commitment for all Lenders
                                (disregarding any drawdowns) on that date; plus

                        (B)     the aggregate Royalty Principal Amount in
                                respect of all Royalty Holders,

                        in each case on such date; or

                (ii)    (if the vote or decision is to be taken after all
                        Availability Periods have expired or after the aggregate
                        Commitments have been cancelled or reduced to zero) be
                        equal to the amount of Liabilities owing to such Lender,
                        expressed as a percentage of the aggregate of:

                        (A)     the Liabilities which are owing to all Lenders
                                under the Loan Agreement, plus

                        (B)     the Royalty Principal Amount;

                        in each case on such date; and

        (b)     in relation to each Royalty Holder, be equal to:

                (i)     if Clause 8.2 (a)(i) applies, the Royalty Principal
                        Amount in respect of such Royalty Holder on such date
                        expressed as a percentage of (A) the aggregate
                        Commitments (disregarding any drawdowns) of all Lenders,
                        plus (B) the aggregate Royalty Principal Amount in
                        respect of all Royalty Holders; or

                (ii)    if Clause 8.2(a)(ii) applies, the Royalty Amount in
                        respect of such Royalty Holder expressed as a percentage
                        of (A) the aggregate Liabilities of all Liabilities
                        which are owing to all Lenders under the Loan Agreement,
                        plus (B) the aggregate Royalty Principal Amount in
                        respect of all Royalty Holders.

8.3     VOTING BY SECURED PARTIES

        Each Secured Party shall be entitled to use its Voting Entitlement as it
        sees fit, subject only to this Agreement and, as between such Secured
        party and any other Secured Party, any other agreement between any such
        Secured Party and any such other Secured Party.

8.4     DECISION MAKING

        Neither the Security Trustee, any Lender, the Facility Agent, any
        Royalty Holder, nor any of them, shall exercise or enforce any right,
        power or discretion, give any consent or any waiver, agree to any
        amendment, or make any determination or notify the Borrower or any other
        Obligor or any other Finance Party of any opinion under or in respect of
        any provision of the Finance Documents except as permitted by and in
        accordance with this Agreement.

8.5     NOTIFICATION OF REQUIREMENT TO TAKE DECISION

        If, at any time, (i) the Security Trustee proposes to exercise any
        discretion conferred on it in that capacity under the Finance Documents
        or to do any act, or (ii) the Required Secured Parties notify the
        Security Trustee of a matter in respect of which they consider that a
        discretion of the Security Trustee should be exercised or an act should
        be performed by the Security Trustee or (iii) any decision falls to be
        made or discretion exercised or act carried out or not carried out by
        the Security Trustee then the Security Trustee shall promptly notify
        each Finance Party in writing of the matter in question:

        (a)     specifying, if relevant, the manner in which the Security
                Trustee proposes to exercise the relevant discretion or the
                manner in which it proposes to act (or not act);

        (b)     specifying the requisite voting majority required for the
                decision; and



                                      -57-


        (c)     specifying the date by which the relevant Finance Parties must
                provide it with instructions in relation to such decision. This
                date must be not less than two Business Days after the date upon
                which the Security Trustee gives such notice or such lesser
                period as the Security Trustee having consulted, to the extent
                practicable, with the Finance Parties, the interests of the
                Finance Parties or any of them would otherwise be likely to be
                prejudiced or the Security Trustee may, in its absolute
                discretion, consider appropriate following due consideration of
                any request from any Obligor.

8.6     VOTING RETURNS TO SECURITY TRUSTEE

        Each Secured Party (in the case of the Lenders, acting through the
        Facility Agent) who has a Voting Entitlement shall, within the time
        period specified by the Security Trustee under Clause 8.5 provide a
        statement setting out:

        (a)     if requested by the Security Trustee, (i) in the case of a
                Lender, the aggregate of the Liabilities outstanding to it and,
                (ii) in the case of any Royalty Holder, the Royalty Principal
                Amount in respect of such Royalty Holder, in each case as at the
                date of the notice served by the Security Trustee pursuant to
                Clause 8.5;

        (b)     whether it has voted in favour of the matter in question and/or
                against the matter in question; and

        (c)     directions to the Security Trustee as to the matter on which
                instructions were sought under Clause 8.5.

        If any Secured Party does not reply within the period specified by the
        Security Trustee, the amount of its Voting Entitlement shall, unless the
        Security Trustee otherwise determines and has in the notice specified
        that this provision shall not apply, be disregarded for the purpose of
        determining whether or not the requisite percentage vote has been
        achieved.

8.7     INFORMATION CONCERNING DEFAULTS

        In addition to and not in substitution for any notification requirements
        contained in this or any other Finance Document, each of the Finance
        Parties will notify the others (via the Facility Agent in the case of
        the Lenders) of the occurrence of any Default or Event of Default, of
        which any officer responsible for the transactions contemplated by this
        Agreement and the other Finance Documents has actual knowledge, as soon
        as reasonably practicable thereafter. No Finance Party shall incur any
        liability to any other party to this Agreement by reason of any failure
        by any party to give any notification required pursuant to this Clause.

8.8     AMOUNTS OF LIABILITIES

        Each of the Finance Parties will on written request by any of the others
        (via the Facility Agent, in the case of the Lenders) or from time to
        time notify the other Finance Parties (via the Facility Agent, in the
        case of the Lenders) in writing, of details of the amount of the
        Liabilities owing to it so far as known to it at that time.

8.9     OTHER INFORMATION

        Each Obligor authorises the Finance Parties to disclose to each other
        all information relating to the Obligors which comes into the possession
        of any of them in connection with the Finance Documents.

8.10    PRESERVATION OF DISCRETIONS

        This Clause 8 shall not apply to those circumstances under which the
        Security Trustee is given the discretion under this Agreement or any
        other Finance Document to act without instructions from other Finance
        Parties.



                                      -58-


8.11    REQUISITE MAJORITY

        Where no voting majority is specified in this Agreement in respect of
        any discretion conferred on the Security Trustee or any decision to be
        made or discretion to be exercised or action taken (or not taken) by the
        Security Trustee, then the Required Secured Parties shall be the
        requisite voting majority.

8.12    OTHER PROVISIONS

        Nothing in this Clause 8 shall prevent the Required Secured Parties from
        giving instructions to the Security Trustee in accordance with Clause
        12.9.

8.13    DECISIONS BINDING ON ALL PARTIES

        Each decision taken in accordance with this Clause 8 or Clause 12.9
        shall be binding on all parties to this Agreement.

9.      MEETINGS

9.1     MEETING REQUISITIONS

        The Security Trustee may requisition a meeting of the Finance Parties,
        and either the Facility Agent or any Secured Party may by written notice
        to the Security Trustee requisition a meeting of the Finance Parties, in
        each case at any time in order to discuss any matter referred to in
        Clause 9.2.

9.2     PURPOSE OF MEETING

        The purpose of a meeting convened and held in accordance with the
        provisions of Clause 9.1 (or any adjourned meeting) shall be to enable
        the Finance Parties to consult with each other as to:

        (a)     any Default which has occurred and the action to be taken with
                respect thereto (if any);

        (b)     potential or imminent Defaults or potential or imminent changes
                in law or circumstances which may affect the Project or its
                financing; and/or

        (c)     any other matter of relevance to the Project or its financing.

10.     FINANCE PARTY ACTION FOLLOWING DEFAULTS OR EVENTS OF DEFAULT

10.1    NOTIFICATION TO SECURITY TRUSTEE

        At any time after the occurrence of a Default, any Secured Party or the
        Facility Agent on behalf of the Lenders may serve a notice on the
        Security Trustee which gives particulars of the Default and instructs
        the Security Trustee to seek instructions from the Required Secured
        Parties as to whether or not such Default should be waived.

10.2    INSTRUCTIONS FROM LENDERS

        If the Security Trustee receives any notice from a Secured Party or the
        Facility Agent on behalf of the Lenders pursuant to Clause 10.1, it
        shall promptly notify each of the other Finance Parties of such notice
        (and provide a copy of such notice to each Finance Party) and request
        instructions from the Required Secured Parties, in accordance with
        Clause 8, as to whether or not the Default specified in such notice
        should be waived, and:

        (a)     if the Required Secured Parties agree to waive such Default in
                accordance with Clause 8, no Finance Party shall be entitled to
                request the Security Trustee to exercise any or all of the
                remedies set out in any Finance Document as a consequence only
                of the occurrence of such Default; or



                                      -59-


        (b)     if the Required Secured Parties do not agree to waive such
                Default, the Required Secured Parties may, in the case of an
                Event of Default (unless prior to exercising such right such
                Default is remedied to the satisfaction of the Required Secured
                Parties), give notice from time to time to the Security Trustee
                requiring it to exercise any of the remedies set out in any
                Finance Document, unless it is specifically restricted from
                doing so at such time by reason of any provision of this
                Agreement.

10.3    AUTHORITY TO TAKE ACTION

        Each of the Finance Parties agrees that the Security Trustee shall have
        the sole and exclusive right to exercise any of the remedies granted in
        favour of it under any Finance Document or (unless the Required Secured
        Parties otherwise provide their prior written consent) to commence,
        participate or intervene in, pursue, conclude or settle any legal,
        insolvency, administrative, bankruptcy or other proceedings against, or
        in respect of any Obligor or any property of the Obligor in any
        jurisdiction on behalf of the Finance Parties or any of them in
        connection with any of the Finance Documents or otherwise.

10.4    RESTRICTIONS ON FINANCE PARTY ACTION

        Save as may otherwise be permitted by this Agreement, each of the
        Finance Parties agrees that it does not have any right to, and that it
        will not, and that no other person on its behalf or appointed by it
        (with the exception of the Facility Agent or the Security Trustee acting
        in accordance with this Agreement) will (unless the Required Secured
        Parties otherwise provide their prior written consent):

        (a)     cancel, as a consequence of the occurrence of any Event of
                Default, any Commitment; or

        (b)     directly or indirectly take any action of whatsoever nature
                against any Obligor under or in respect of the Finance Documents
                to which that Finance Party is a party, including the
                commencement, continuance or voluntary joining in of any
                proceedings or process in any court or other competent forum in
                relation to any Obligor or in relation to any Finance Document;
                or

        (c)     demand that any Liabilities owing to it (or to the Lenders, in
                the case of the Facility Agent) under any Finance Document to
                which it is a party be immediately due and payable; or

        (d)     take any other action under any Finance Document which would
                require payments by any Obligor of any amount under such Finance
                Document in advance of any scheduled payment date; or

        (e)     purport to set off, at any time, any amount of Liabilities owing
                to it (or to any other Finance Parties) against any amount
                payable by it to any Obligor; or

        (f)     except as otherwise expressly provided in this Agreement,
                enforce any lien created by or pursuant to any of the Security
                Agreements or exercise any rights or powers in relation to
                enforcement conferred by any Security Agreements after the
                security conferred thereby has become enforceable unless such
                action is taken to preserve or protect (rather than to enforce)
                such lien; or

        (g)     sell, repossess or take possession of any goods or assets of any
                Obligor as a consequence of the occurrence of a Default; or

        (h)     take any action for the winding-up, liquidation, official
                management, receivership or dissolution of any Obligor or any
                analogous process; or

        (i)     levy distress against any Obligor or its property on account of
                a Default or attach, levy execution, arrest or otherwise
                exercise any creditor's process in respect of any asset of any
                Obligor in respect of any Liabilities.



                                      -60-


10.5    NO BENEFIT TO OBLIGORS

        None of the provisions of this Clause 10 are intended to benefit any
        Obligor and no Obligor shall obtain any rights against any Finance Party
        as a result of this Clause 10.

11.     PRO RATA SHARING

11.1    REDISTRIBUTION

        If any amount is discharged by payment, set-off or any other manner
        other than in accordance with the provisions of Clause 3 or through the
        Security Trustee in accordance with Clause 12 (a "RECOVERY"), then
        (subject, as between any Secured Parties, to any agreement between such
        Secured Parties):

        (a)     the recovering Finance Party (the "RECOVERING FINANCE PARTY")
                shall, within 3 Business Days, notify details of the recovery to
                the Security Trustee;

        (b)     the Security Trustee shall determine whether the recovery is in
                excess of the amount which the recovering Finance Party would
                have received under the Security Document had the recovery been
                received by the Security Trustee and distributed in accordance
                with Clause 12.15;

        (c)     the recovering Finance Party shall within 3 Business Days of
                demand by the Security Trustee pay to the Security Trustee an
                amount (the "redistribution") equal to the excess;

        (d)     the Security Trustee shall treat any such redistribution paid to
                the Security Trustee as if it were a payment by the Obligors
                under the Security Document and the Security Trustee shall pay
                the redistribution to the relevant Finance Parties (other than
                the recovering Finance Party) in accordance with Clause 12.15;
                and

        (e)     after payment of the full redistribution, the recovering Finance
                Party shall be subrogated to the portion of the claims paid
                under clause (d) and the relevant Obligor shall owe the
                recovering Finance Party a debt which is equal to the
                redistribution, immediately payable and of the type originally
                discharged.

11.2    REVERSAL OF REDISTRIBUTION

        If:

        (a)     a recovering Finance Party is subsequently obliged to repay and
                has repaid all or any part of a recovery, or an amount measured
                by reference to a recovery, to any Obligor; and

        (b)     the recovering Finance Party has paid a redistribution under
                Clause 11.1 in relation to that recovery,

        each Finance Party which has received any part of that redistribution
        shall, within three Business Days of demand by the recovering Finance
        Party through the Security Trustee, reimburse the recovering Finance
        Party all or the appropriate portion of the redistribution paid to that
        Finance Party. Thereupon, the subrogation in Clause 11.1(e) shall
        operate in reverse to the extent of the reimbursement.

11.3    EXCEPTION

        A recovering Finance Party need not pay a redistribution to the extent
        that it would not, after the payment, have a valid claim against the
        relevant Obligor in the amount of the redistribution pursuant to Clause
        11.1.



                                      -61-


12.     SECURITY AND SECURITY TRUSTEE PROVISIONS

12.1    FORM AND BENEFICIARIES OF SECURITY

        Each of the Finance Parties undertakes to ensure that any and all
        security or liens now or hereafter held or obtained from any person for
        or in respect of any Liabilities due, owing or incurred to it shall be
        constituted by the Security Agreements and, together with each other
        Operative Document to which the Security Trustee is a party (each,
        together with the Security Agreements to which the Security Trustee is a
        party and any other Instrument creating any lien in favour of or
        creating any rights in favour of the Security Trustee), a "SECURITY
        DOCUMENT") shall be held by the Security Trustee for the joint benefit
        of all the Finance Parties in accordance with their respective priority
        entitlements set out in this Agreement and the other Finance Documents.

12.2    PRIORITY OF SECURITY

        (a)     Each of the parties to this Agreement agrees that,
                notwithstanding:

                (i)     any other term of this Agreement or any other Finance
                        Document; or

                (ii)    the date on which any thing is or was done or was
                        omitted to be done under or in relation to any or all of
                        the Finance Documents; or

                (iii)   any rule of Applicable Law or equity, or

                (iv)    the respective dates of execution and (where applicable)
                        registration of each of the Finance Documents; or

                (v)     that any Finance Party may have had notice of any of the
                        security interests constituted by any of the Finance
                        Documents at the time of the granting of any security by
                        any Obligor or any other party in favour of that Finance
                        Party; or

                (vi)    any other matter whatsoever,

                but subject to any agreement between any of the Secured Parties,
                the security constituted by each of the Security Agreements in
                favour of that Finance Party shall rank equally so that all
                repayments of the Liabilities of each Finance Party from the
                proceeds of enforcement of any such Security Document shall,
                after receipt by the Security Trustee, be applied in accordance
                with the provisions of Clause 12.15.

        (b)     Each of the Finance Parties shall, to the extent necessary to
                give effect to the provisions of this Clause account to each
                other (through the Security Trustee) for any proceeds of
                enforcement of the security constituted by the Security
                Agreements to the extent they receive the same.

12.3    MODIFICATION OF SECURITY DOCUMENTS

        Subject to Clause 15.1:

        (a)     the Security Trustee may and is hereby authorised by the other
                Finance Parties at any time and from time to time, acting on the
                directions of the Required Secured Parties to agree with any of
                the Obligors any amendment, waiver, variation, modification or
                consent to the Security Documents; and

        (b)     any amendment, waiver, variation, modification or consent
                referred to in clause (a) may be made on such terms and subject
                to such conditions (if any) as the Security Trustee and any of
                the counterparties thereto may agree and shall be binding on all
                Finance Parties;

        (c)     each such amendment, waiver, variation, modification or consent
                shall be notified to the Finance Parties as soon as practicable
                thereafter; and



                                      -62-


        (d)     for the purpose of clause (a), a certificate signed or
                countersigned by the Security Trustee, specifying it has been
                authorised by the requisite majority of Secured Parties shall be
                final and binding on all parties.

12.4    DECLARATION OF TRUST

        (a)     The Security Trustee hereby confirms that it will hold the
                Security Trust Property on trust for itself and the other
                Finance Parties and each of the other Finance Parties agree that
                the Security Trustee shall be entitled to exercise all the
                rights, powers, discretions and benefits conferred on the
                Security Trustee by this Agreement and the Security Documents in
                accordance with the provisions thereof.

        (b)     If for any reason it is not possible or practical for any lien
                to be created over any property or asset in favour of the
                Security Trustee or any other person who is a party to this
                Agreement as set out herein, the party requiring or receiving
                the benefit of such lien shall procure that any alternative
                security holder shall, as a condition precedent to its accepting
                any such lien, accept obligations mutatis mutandis identical in
                all material respects to those assumed by the Security Trustee
                and shall only enforce such lien in accordance with the
                instructions of the Required Secured Parties.

12.5    ENTERING INTO THE SECURITY DOCUMENTS

        Forthwith upon and from time to time following the execution of this
        Agreement, the Security Trustee is authorised to and shall execute the
        Security Documents, provided they are in a form to which the Security
        Trustee has no objection. Each other Finance Party hereby confirms that
        all such Security Documents are approved by it.

12.6    ADDITIONAL SECURITY DOCUMENTS

        (a)     Any additional Instrument to be entered into in order
                effectively to create or confirm security or rights for the
                benefit of any of the Finance Parties shall be entered into
                solely by the Security Trustee (or its nominee) and the Security
                Trustee is hereby authorised to enter into such documents.

        (b)     The Security Trustee shall promptly following execution of any
                additional Security Documents as contemplated under clause (a)
                above, supply a copy to each of the other Finance Parties.

        (c)     The Security Trustee shall have no liability to the other
                Finance Parties regarding the validity, enforceability or effect
                of any such Security Documents.

12.7    SAFE CUSTODY

        The Security Trustee is hereby authorised to and shall (subject to
        Clause 12.33) hold in safe custody all deeds and documents which may be
        deposited with the Security Trustee pursuant to the Finance Documents
        and, if thought fit by the Security Trustee, to arrange for any stocks,
        shares or other securities to be registered in the name of the Security
        Trustee or its nominee (but without being liable to the Finance Parties
        if such deeds and documents are not required to be deposited, or if such
        securities are not so registered).

12.8    EXERCISE OF POWERS

        (a)     The Security Trustee is authorised:

                (i)     to exercise all powers granted to it under the Security
                        Documents, subject to and in accordance with the terms
                        of this Agreement and the Security Documents;

                (ii)    to discharge any security created by the Security
                        Documents on such terms as it thinks fit, subject to
                        obtaining directions from the Required Secured Parties
                        in accordance with this Agreement; and



                                      -63-


                (iii)   to do all other things which are incidental to the
                        rights, powers, discretions, duties, obligations and
                        responsibilities given or imposed upon the Security
                        Trustee by this Agreement and the Security Documents.

        (b)     The powers conferred upon the Security Trustee by this Agreement
                shall be in addition to any powers which may from time to time
                be vested in the Security Trustee by the general law and to any
                powers conferred by the Trustee Act 1925.

        (c)     The Security Trustee shall not be under any obligation or duty
                to take any action in relation to the Security Trust Property
                unless and until directed to do so by the Required Secured
                Parties in accordance with Clause 8 or Clause 12.9. The Security
                Trustee shall at any time be entitled to request directions in
                accordance with Clause 8 or Clause 12.9(a) from the Required
                Secured Parties as to the manner in which it should exercise any
                right, power, authority or discretion and may refrain from
                acting until such directions have been received.

12.9    DIRECTIONS TO THE SECURITY TRUSTEE

        (a)     The Required Secured Parties may (including if requested by the
                Security Trustee pursuant to Clause 12.8(c)) at any time and
                from time to time give directions (in the manner specified in
                clause (b)) to the Security Trustee in relation to the exercise
                or non-exercise by the Security Trustee of the trusts, rights,
                powers, duties, authorities or discretions conferred on the
                Security Trustee pursuant to the Security Documents and under
                this Agreement.

        (b)     The directions of the Required Secured Parties to the Security
                Trustee in relation to the Security Documents shall only be
                effective if they are given in writing and are signed or
                countersigned (as the case may be) by authorised signatories of
                the Required Secured Parties.

        (c)     The Security Trustee shall not (except as otherwise expressly
                provided in this Agreement or any of the Security Documents) be
                obliged or required to act in accordance with the directions of
                any Finance Party given otherwise than in accordance with clause
                (b) above or Clause 8 and the Security Trustee shall be entitled
                to assume that the interests of each Secured Party are for all
                purposes in connection with the Security Documents represented
                by any such directions.

        (d)     The Security Trustee shall be obliged to act (subject as
                otherwise herein provided) in accordance with any directions
                given in accordance with clause (b).

        (e)     The Security Trustee shall seek the directions of the Secured
                Parties in the manner provided in Clause 8, clause (b) or (if it
                so elects or is directed by any Secured Party) in Clause 12.8
                whenever the directions, instructions or consent of the Security
                Trustee or any other Finance Party is required pursuant to any
                provision of any of the Security Documents or this Agreement.

        (f)     Nothing in this Clause shall impair the right of the Security
                Trustee, in its discretion, to take any action deemed proper by
                the Security Trustee and which is not inconsistent with any
                instruction given in accordance with clause (b) above and which
                it is entitled to take pursuant to this Agreement or any Finance
                Document.

        (g)     In the exercise of any right or power and as to any matter not
                expressly provided for in the Finance Documents, the Security
                Trustee may act or refrain from acting, in connection with this
                Agreement or any Security Document, in accordance with the
                instructions duly given under this Agreement and shall have no
                liability in so doing. In any such case, in the absence of such
                instructions, the Security Trustee may act or refrain from
                acting as it shall see fit. Any such instructions shall be
                binding on all Finance Parties. Without limiting the foregoing,
                no Finance Party shall have any right of action or claim of any
                kind whatsoever against the Security Trustee as a result of the
                Security Trustee acting or refraining from acting hereunder or
                under any Security Document in accordance with the instructions
                of the relevant Finance Parties, as specified in this Agreement
                or in the Security Document.

        (h)     The Security Trustee shall:



                                      -64-


                (i)     have no liability; and

                (ii)    shall be fully protected,

                if it acts in accordance with instructions from the relevant
                persons referred to in clause (g) above (as the case may be)
                when acting or refraining from acting under the Security
                Documents.

12.10   INFORMATION

        (a)     Each Finance Party shall, and is hereby authorised and directed
                by each Obligor to, provide to the Security Trustee on request
                such information as the Security Trustee may reasonably require
                to enable the Security Trustee to perform its rights, powers,
                duties, functions, authorities and discretions under the
                Security Documents and hereunder.

        (b)     The Security Trustee shall, and is hereby authorised and
                directed by each Obligor to, provide to (at the expense of such
                Obligor where reasonably incurred) each Finance Party, upon
                request, copies of all such documents and other written
                materials in the possession of the Security Trustee regarding
                such Obligor in relation to the Security Documents as may
                reasonably be requested by any such Finance Party.

12.11   LIMITS OF TRUST

        (a)     It is expressly declared that the Security Trustee is trustee
                under this Agreement and the Finance Documents to which it is a
                party in its capacity as trustee only for the Finance Parties
                and not for the Obligors or any other party whatsoever.

        (b)     The rights and benefits hereby conferred on the Security Trustee
                and the other Finance Parties are in addition to those conferred
                under any of the other Finance Documents.

        (c)     Each of the parties to this Agreement agrees and acknowledges
                that, in the event of conflict between the rights, duties,
                powers, discretions, liabilities and obligations of the Security
                Trustee under this Agreement and those of the Security Trustee
                under any other Security Documents, the former shall prevail.

        (d)     The Security Trustee shall have no duties or responsibilities
                except those expressly set forth in this Agreement.

        (e)     Neither the Security Trustee in its personal capacity nor any of
                its officers, directors, agents, or employees shall be liable
                for any action taken or omitted by it or them hereunder or under
                any other Security Document or in connection herewith or
                therewith, unless caused by its or their gross negligence or
                wilful misconduct.

        (f)     Nothing in this Agreement or any Security Document, expressed or
                implied, is intended to or shall be so construed as to impose
                upon the Security Trustee any obligations in respect of this
                Agreement or any other Document except as expressly set forth
                herein.

12.12   TIMING OF ENFORCEMENT

        (a)     No Secured Party shall instruct the Security Trustee to enforce
                any of the security or rights constituted by the Security
                Documents unless and until the Security Trustee shall have been
                directed to do so by the Required Secured Parties in accordance
                with this Agreement.

        (b)     The Security Trustee shall refrain from enforcing the security
                and rights conferred by the Security Documents, unless and until
                it has been directed to do so in accordance with clause (a).



                                      -65-


        (c)     Upon receipt of instructions in accordance with clause (b), the
                Security Trustee shall enforce the rights and powers the
                Security Trustee may have under all or any of the Security
                Documents subject to and in accordance with this Agreement.

12.13   MANNER OF ENFORCEMENT

        If the Security Trustee is instructed to enforce the security or rights
        conferred by any of the Security Documents, it may do so in such manner
        as it sees fit and solely having regard to the interests of the Finance
        Parties as a whole and, subject to the instructions of the Required
        Secured Parties, without having regard to the interests of any
        individual Finance Party or group of Finance Parties.

12.14   PAYMENTS TO SECURITY TRUSTEE

        The proceeds of:

        (a)     enforcement of any of the security or rights conferred by any of
                the Security Documents;

        (b)     any distribution among creditors generally of the assets of any
                Obligor by virtue of any process of law;

        (c)     any payment received by the Security Trustee under any Finance
                Document;

        (d)     any amounts received by any Finance Party in respect of any
                Liabilities after the taking of any enforcement action pursuant
                to any Finance Document or after the date upon which the
                Security Trustee has been instructed to enforce the security or
                rights constituted by all or any of the Security Documents in
                accordance with this Agreement whether by payment, distribution,
                combination of accounts, set off, enforcement or otherwise; or

        (e)     any amount required to be paid to the Security Trustee pursuant
                to the terms of any Finance Document,

        shall be paid forthwith upon receipt by any Finance Party to the
        Security Trustee for application in accordance with Clause 12.15.

12.15   ORDER OF APPLICATION

        The Security Trustee shall forthwith apply any sums received pursuant to
        Clause 12.14 (together with such other amounts as it may receive in its
        capacity as Security Trustee) in the following order:

        (a)     FIRST, in or towards payment or reimbursement, pro rata, of the
                Representatives Liabilities and any other costs, charges,
                expenses and liabilities incurred by or on behalf of the
                Security Trustee or the Facility Agent (and any Receiver,
                attorney or agent appointed pursuant to any Security Document),
                and remuneration of the Security Trustee or the Facility Agent
                and every Receiver under the Security Documents;

        (b)     SECONDLY, in or towards meeting pro rata the costs of any
                indemnity provided by any Finance Party to the Security Trustee
                or the Facility Agent (or any Receiver, attorney or agent
                appointed pursuant to any Security Document), in respect of the
                enforcement of security or other rights conferred by the
                Security Documents;

        (c)     THIRDLY, in or towards meeting pro rata the costs, expenses and
                all other sums (other than principal and interest) due and
                payable but unpaid to the Lenders, any Royalty Holder or the
                Facility Agent under the provisions of any Finance Document;

        (d)     FOURTHLY, in or towards paying pro rata all other payment
                Obligations of the Obligors to the Lenders, the Royalty Holders
                or the Facility Agent due and payable but unpaid to them
                hereunder or under any other Finance Document;



                                      -66-


        (e)     FIFTHLY, in or towards paying pro rata the amount due to each
                Lender who is a Hedge Counterparty under any Price Protection
                Agreement,

        and the surplus (if any) after the unconditional and irrevocable payment
        of all the above amounts in full shall be paid to or to the order of the
        relevant Obligor or other person (or persons) for the time being legally
        entitled thereto.

12.16   CERTIFICATES OF AMOUNTS PAYABLE

        In determining the amount of any payment to be made to any person
        pursuant to this Clause 12, the Security Trustee shall be entitled to
        call for a certificate from each person entitled to receive any amount
        as set out in Clause 12.15, to be dated a date specified by the Security
        Trustee (not being earlier than 21 days prior to the proposed date of
        payment), as to:

        (a)     whether the obligations have been paid or discharged in full;

        (b)     the amount due to the relevant person and the identity of that
                person, and details thereof;

        (c)     the currency or currencies in which it is due;

        (d)     the nature of any amount due and the date or dates on which it
                is payable or repayable; and

        (e)     such other matters as the Security Trustee may deem necessary or
                desirable to enable it to make a distribution as at such date as
                the Security Trustee may specify.

        Each Finance Party agrees to provide the Security Trustee any such
        information which may be requested by the Security Trustee. The Security
        Trustee may treat each other Finance Party as a Finance Party until it
        has received not less than three Business Days notice from such Finance
        Party to the contrary.

12.17   PROPORTIONATE SHARES

        To the extent that any sum falling payable to more than one person in
        accordance with Clause 12.15 is greater than the amount available to be
        applied in order to pay such sum, and such persons have an equal ranking
        claim to such sum, the Security Trustee shall distribute the amounts so
        available between the persons so entitled so as to ensure that the sums
        owing to such persons are reduced by an equal proportion.

12.18   CALCULATION OF PRO RATA SHARES

        For the purposes of Clause 12.17, the calculation of any amounts of
        Liabilities outstanding under any Finance Document which are denominated
        in a currency other than Dollars shall be effected by notionally
        converting such currency into its equivalent in Dollars, on the basis
        specified in Clause 12.20.

12.19   SUSPENSE ACCOUNTS

        Unless instructed by the Required Secured Parties to the contrary, the
        Security Trustee may, in its absolute discretion, and shall, if
        instructed by the Required Secured Parties, place any sum received by it
        in a suspense account for so long as, in its absolute discretion, it
        shall think fit.

12.20   PAYMENTS TO FINANCE PARTIES

        (a)     Payments of, or on account of, Liabilities shall be made by the
                Security Trustee to the person entitled to receive such amount
                and to such account as such person may notify to the Security
                Trustee. An acknowledgement of receipt signed by such person
                shall be a good discharge of such obligation by the Security
                Trustee.



                                      -67-


        (b)     Any payment or transfer or conversion required to be made by the
                Security Trustee pursuant to this Agreement shall only be made
                subject to any Applicable Laws.

12.21   PERFORMANCE OF DUTIES

        The Security Trustee may:

        (a)     perform any of its duties, obligations and responsibilities
                under the Security Documents through agents and the Security
                Trustee shall not be responsible for any misconduct of such
                agent or be bound to supervise the proceedings or conduct of
                such agent;

        (b)     refrain from exercising any right, power or discretion vested in
                it under the Finance Documents until it has received
                instructions from the Required Secured Parties acting in
                accordance with this Agreement and the Finance Documents and,
                save in the case of negligence or wilful misconduct shall,
                subject to the provisions of this Agreement, be fully protected
                in so doing;

        (c)     refrain from doing anything which is or may be unlawful;

        (d)     refrain from taking any steps to protect or enforce the rights
                of any Finance Party under the Security Documents until it has
                been indemnified and/or secured to its satisfaction by the
                Finance Parties against any and all claims which it would or
                might sustain or incur as a result;

        (e)     rely on any communication or document believed by it in good
                faith to be genuine;

        (f)     rely on the statements of any Obligor as to any matter or fact
                which might reasonably be expected to be within the knowledge of
                all or any of them;

        (g)     obtain and pay for such legal or other expert advice or services
                as may to it seem reasonably necessary or desirable, and rely on
                any such advice;

        (h)     retain for its own benefit any fee or other sum receivable by it
                in connection with the Finance Documents but only to the extent
                such fee or other sum is payable to it in its capacity as
                Security Trustee;

        (i)     refrain from taking possession of any part of the Security Trust
                Property or taking any other action in relation thereto if it
                has cause to believe that the same may expose it to any
                liability under any Environment Law or otherwise in respect of
                which it is not fully insured or indemnified to its
                satisfaction; and

        (j)     release any property or assets the subject of any lien created
                in its favour to the extent the same may impose on it any
                obligation or liability against which it is not fully insured or
                otherwise expressly indemnified or secured to its satisfaction.

12.22   RESPONSIBILITY

        Save as provided in Clause 12.11(e), neither the Security Trustee nor
        any of its respective officers, employees or agents shall be responsible
        or liable under this Agreement or any other Finance Document to any
        other Finance Party, any Obligors or any other person whatsoever, it
        being acknowledged by the other Finance Parties that the Security
        Trustee has not made any independent investigation in relation thereto:

        (a)     for the adequacy, accuracy or completeness of any
                representation, warranty, statement or information in any of the
                Finance Documents or in any notice or other document delivered
                thereunder;

        (b)     for the execution, delivery, validity, legality, adequacy,
                enforceability or admissibility in evidence of any of the
                Operative Documents or any obligations or rights created or
                purported to be created thereby;



                                      -68-


        (c)     for the collectability of amounts payable under the Finance
                Documents;

        (d)     for the validity, effectiveness, legality, adequacy or
                enforceability of any security created or purported to be
                created by any Security Documents or for any want of due
                formality in the constitution of such security;

        (e)     for the title of any Obligor to any property or assets comprised
                or purported to be comprised in any security created or
                purported to be created by any Security Documents;

        (f)     for the ability of the Security Trustee to exercise any of the
                rights or functions envisaged by this Agreement or any Security
                Documents or for any loss or damage thereby occasioned; or

        (g)     for anything done or not done by it or any of them under or in
                connection with the Finance Documents.

12.23   EXCLUSION OF DUTIES

        The Security Trustee and each Finance Party enforcing its rights under
        any of the Security Documents in accordance with this Agreement shall
        have only those duties and responsibilities set out herein or imposed by
        force of Applicable Law which are incapable of being excluded from its
        relationship with the Finance Parties (whether as trustee or otherwise),
        and each Finance Party hereby agrees that to the fullest extent
        permitted by Applicable Law all duties and responsibilities owed by the
        Security Trustee or such Finance Party to any other Finance Party in
        consequence of such relationship shall be excluded, other than
        obligations expressly set forth in this Agreement and the obligation
        (subject thereto) generally to act bona fide in the interests of the
        Finance Parties.

12.24   RELIANCE

        Each Finance Party confirms that it has itself been and will at all
        times continue to be solely responsible for making its own independent
        investigation and appraisal of the business, financial condition,
        creditworthiness, status and affairs of the Obligors and has not relied,
        and will not at any time rely, on the Security Trustee and/or any other
        Finance Party:

        (a)     to provide it with any information relating to the business,
                financial condition, creditworthiness, status or affairs of the
                Obligors whenever the same shall come into its possession; or

        (b)     to check or enquire into the adequacy, accuracy or completeness
                of any information provided by the Obligors under or in
                connection with the Finance Documents; or

        (c)     to assess or keep under review the business, financial
                condition, creditworthiness, status or affairs of the Obligors.

12.25   MONITORING

        The Security Trustee shall not be required to ascertain or inquire as to
        the performance or observance by any Obligor of the terms of any Finance
        Document or any other document in connection therewith. The Security
        Trustee shall not be deemed to have knowledge of the occurrence of any
        matter other than matters advised to it in writing by a Finance Party
        and it shall (subject to such written advice) be entitled to assume
        without enquiry that each Obligor is duly performing and observing all
        the provisions of each Finance Document and that all agreements,
        warranties, covenants and undertakings contained therein are being
        complied with and that no event or circumstance which might cause
        crystallisation of any floating charge has occurred or exists. On
        receipt of such written advice the Security Trustee shall notify the
        other Finance Parties of such advice.

12.26   OPINIONS AND CERTIFICATES

        The Security Trustee may in relation to any of the Security Documents
        act on the opinion or advice of, or a certificate or any information
        obtained from, any lawyer, valuer, surveyor, securities company,
        accountant or other expert in the United Kingdom, Ghana or elsewhere (in
        any case acting in this



                                      -69-


        capacity as such) whether obtained by any Finance Party, any receiver or
        any Representative and shall not be responsible for any loss, liability,
        costs, damages, expenses or inconvenience that may be occasioned by its
        so doing and any such opinion, advice, certificate or information may be
        sent or obtained by letter, telex, facsimile or in any other form of
        visible reproduction and the Security Trustee shall not be liable for
        acting on any opinion, advice, certificate or information purporting to
        be so conveyed although the same shall contain some error or shall not
        be authentic provided that such error or lack of authenticity is not
        manifest.

12.27   TITLE DOCUMENTS

        The Security Trustee shall be at liberty to place any Security Documents
        and all deeds and other documents relating thereto or any of the
        documents relating to, or constituting title to, any property which is
        the subject matter of any security expressed to be created by or
        pursuant to any Security Documents in any safe or other receptacle
        selected by the Security Trustee, in England or (if, in the reasonable
        opinion of the Security Trustee, necessary) Ghana or with any bank or
        banking company, or lawyer or firm of lawyers believed by it to be of
        good repute, in England or Ghana (as the case may be).

12.28   PERFECTION OF SECURITY

        The Security Trustee shall not be bound to give notice to any person of
        the execution of the Security Documents or the creation of any of the
        security thereby constituted nor shall it be liable for any failure,
        omission or defect in perfecting the security constituted by the
        Security Documents or the priority of the security thereby constituted
        including without prejudice to the generality of the foregoing:

        (a)     failure to obtain any licence, consent or other authority for
                the execution, delivery, validity, legality, adequacy,
                performance, enforceability or admissibility in evidence of the
                same;

        (b)     failure to register the same in accordance with the provisions
                of any of the documents of title of any Obligor;

        (c)     failure to effect or procure registration of or otherwise
                protect any security created or purported to be created by or
                pursuant to the Security Documents by registering, under the
                Companies Act 1985 or any other Applicable Laws in any
                territory, any notice, caution or other entry prescribed by or
                pursuant to the provisions of the said Act or laws;

        (d)     failure to take or to require any Obligor to take any steps to
                render any security securing the Obligations effective as
                regards assets outside Ghana or to secure the creation of any
                ancillary charge under the laws of any territory concerned; or

        (e)     failure to call for delivery of documents of title to or require
                transfers, legal mortgages, charges or other further assurances
                in relation to any of the assets the subject matter of any of
                the Security Documents or any other document.

12.29   INSURANCES

        The Security Trustee shall not be required to verify whether any Obligor
        has arranged the insurances required to be effected or maintained by it
        or any other person under any Operative Document or that any such
        insurances comply with the requirements thereof or to investigate the
        validity, adequacy, enforceability, admissibility in evidence or
        effectiveness of any such insurances or to satisfy itself that the same
        remain in full force and effect or have been renewed or that any
        applicable premiums have been paid or to take any advice in relation
        thereto or to ascertain whether any notices required to be given to, or
        acknowledgements obtained from, any underwriters, insurers, re-insurers
        or brokers have been given to, or, as the case may be, obtained from,
        such underwriters, insurers, re-insurers or brokers nor shall the
        Security Trustee be under any duty to or to require any person to insure
        any of the Secured Trust Property for or against any loss, claim,
        liability or expense which may be suffered or incurred by the Finance
        Parties or any other person in respect thereof or the business or
        activities of any Obligor.



                                      -70-


12.30   INSTRUCTIONS

        The Security Trustee shall not be liable for acting on any opinion,
        advice, certificate, information, writing, notice, instruction, telex,
        cable, facsimile transmission or other document purporting to have been
        signed, sent or made by the proper person or persons and reasonably
        believed by it to be genuine although the same shall contain some error
        or shall not be authentic or validly signed.

12.31   OBLIGOR CERTIFICATES

        The Security Trustee may call for and shall be at liberty to accept a
        certificate signed by any one director or other officer of any person as
        to any fact or matter prima facie within the knowledge of that person as
        sufficient evidence thereof, and a like certificate to the effect that
        any particular dealing or transaction or step or thing is in the opinion
        of the person so certifying expedient as sufficient evidence that it is
        expedient and the Security Trustee shall not be bound in any such case
        to call for further evidence or be responsible for any loss, liability,
        costs, damages, expenses or inconveniences that may be occasioned by its
        failing so to do.

12.32   REQUIRED SECURED PARTIES CERTIFICATES

        The Security Trustee shall be entitled to call for and to rely upon a
        certificate and shall be entitled to rely upon any directions or
        instruction of the Required Secured Parties, reasonably believed by it
        to be genuine, in respect of every matter and circumstance for which a
        certificate, directions or instructions of the Required Secured Parties
        is expressly provided for under this agreement or any of the Security
        Documents, and to call for and to rely upon a certificate of the
        Required Secured Parties as to whether any consent, agreement, approval,
        direction, notice, designation or requirement has been given or made, or
        other similar action taken or thing done, or as to any other fact or
        matter prima facie within the knowledge of any Finance Party, as
        sufficient evidence thereof and the Security Trustee shall not be bound
        in any such case to call for further evidence or be responsible for any
        loss, liability, costs, damages, expenses or inconvenience that may be
        occasioned by its failing so to do.

12.33   POSSESSION OF TITLE DOCUMENTS

        The Security Trustee shall not be under any obligation, unless and until
        requested in writing to do so by the Required Secured Parties and
        notwithstanding any obligation imposed on any Obligor in any of the
        Security Documents to deliver the same to the Security Trustee (but
        without prejudice to any such obligation of any Obligor), to require any
        Obligor or any other person to deliver to, or to the order of, the
        Security Trustee, or to take possession of, any deeds or other documents
        relating to, or constituting title to, any property or assets of any
        Obligor or any policies of insurance effected by any Obligor or any
        other person, whether pursuant to the terms of any of the Security
        Documents or otherwise, and the Security Trustee shall not be liable or
        responsible for any loss or damage incurred as a result of permitting
        such deeds or other documents to remain in the possession or control of
        any Obligor or to be held by any other person on behalf, or to the
        order, of any Obligor nor shall the Security Trustee be liable or
        responsible for any loss or damage arising as a result of any such deeds
        or other documents being held by any person on behalf of or to the order
        of the Security Trustee if the Required Secured Parties has authorised
        or directed the Security Trustee to permit such person to hold the same
        or have custody thereof.

12.34   FINANCE PARTY ADVICE

        The Security Trustee may (and it is the intention that it shall) assume
        that each of the other Finance Parties has taken and obtained such legal
        and other advice and opinions in Ghana and all other relevant
        jurisdictions as it thinks necessary or desirable in relation to any
        Obligor or any other person, this Agreement, each of the other Security
        Documents, each of the Project Documents, or any other
        document, the transactions hereby and thereby contemplated, the Security
        Trust Property and the business and activities of any Obligor and any
        other person, and that the same is satisfactory to it and the Security
        Trustee shall be entitled to rely upon any such advice or opinion
        addressed or made available to it and shall have no obligation or
        responsibility to seek or obtain any independent or additional advice or
        opinion whether in Ghana or elsewhere and shall not be liable for any
        loss or damage suffered or incurred by the Finance Parties or any of
        them or any other person as a result thereof.



                                      -71-


12.35   TAX

        The Security Trustee shall have no responsibility whatsoever to any
        Obligor or any other Finance Party as regards any deficiency which might
        arise because the Security Trustee is subject to any tax in respect of
        the Security Trust Property or any part thereof or any income therefrom
        or any proceeds thereof or required to withhold any tax from any sums
        distributed by it or by reason of any person being for any purpose
        domiciled or resident in, or otherwise connected with, or subject to the
        jurisdiction of, any particular territory.

12.36   EXPENDITURE OF OWN FUNDS

        No provision of any Security Documents shall require the Security
        Trustee to expend or risk its own funds or otherwise incur any financial
        liability in the performance of any of its duties, or in the exercise of
        any of its rights or powers, and no provision of this Agreement or any
        other Security Document shall require the Security Trustee to take any
        action or refrain from taking any action in the performance of its
        duties, or in the exercise of any of its rights or powers, until it
        shall have received such indemnity, or indemnities or security
        (including payment in advance) as, in its absolute discretion, it may
        require against all costs, claims, expenses and liabilities which it may
        expend or incur in so doing.

12.37   DELEGATION

        The Security Trustee may, in the execution and exercise of all or any of
        the trusts, powers, authorities and discretions vested in it by this
        Agreement or any of the Security Documents, act by responsible officers
        or a responsible officer for the time being of the Security Trustee and
        the Security Trustee may also, whenever it thinks expedient in the
        interests of the Finance Parties, whether by power of attorney or
        otherwise, delegate to any person or persons or fluctuating body of
        persons all or any of the trusts, rights, powers, duties, authorities
        and discretions vested in it by this Agreement or any of the Security
        Documents and any such delegation may be made upon such terms and
        conditions and subject to such regulations (including power to
        sub-delegate) as the Security Trustee may think fit in the interests of
        the Finance Parties (and provided that the Security Trustee shall have
        exercised reasonable care in the selection of such delegate and has
        obtained consent of the Required Secured Parties, not to be unreasonably
        withheld) it shall not be bound to supervise the proceedings of and
        shall not in any way or to any extent be liable or responsible for any
        loss or damage arising from any act, default, omission or misconduct on
        the part of any such delegate or sub-delegate.

12.38   DISCLOSURE OF INFORMATION

        The Security Trustee need not disclose any information relating to any
        Obligor, or any related or associated entities, received otherwise than
        in its capacity as Security Trustee hereunder if such disclosure would
        or might, in the opinion of the Security Trustee, constitute a breach of
        any law or any duty of secrecy or confidence.

12.39   BORROWER INDEMNITY

        (a)     In the event of the Security Trustee being required to undertake
                any exceptional duties in the course of its trusteeship under
                any of the Security Documents (which shall, without limitation,
                be presumed once the Security Trustee shall have become bound to
                enforce any of the security constituted by the Security
                Documents or when in the opinion of the Security Trustee
                circumstances exist in which such event may occur), the Borrower
                shall pay such additional remuneration as shall be agreed
                between the Security Trustee and the Borrower (or, after an
                Event of Default has occurred and is continuing, the Required
                Secured Parties). In the event of the Security Trustee and the
                Borrower (or the Required Secured Parties, as the case may be)
                failing to agree to an alteration in the annual remuneration or
                the amount of any additional remuneration as aforesaid it shall
                be determined by an investment bank selected by the Security
                Trustee and approved by the Borrower (or the Required Secured
                Parties, as the case may be) or, failing such approval, on the
                application of the Security Trustee nominated by the President
                for the time being of the Law Society of England and Wales, the
                expenses involved in such nomination and the fees of such
                investment bank being paid by the Borrower and the determination
                of such investment bank (who shall be deemed to be acting as an
                expert and not



                                      -72-


                as an arbitrator) shall be conclusive and binding upon the
                Security Trustee and the Borrower (or the Required Secured
                Parties, as the case may be).

        (b)     The Borrower shall pay to the Security Trustee an amount equal
                to the amount of any value added tax or similar tax chargeable
                in respect of its remuneration hereunder.

        (c)     The Borrower shall indemnify the Security Trustee and keep it
                indemnified:

                (i)     in respect of all liabilities sustained and costs and
                        expenses properly incurred by it or by any delegate or
                        sub-delegate appointed by the Security Trustee in the
                        proper execution or purported execution of the trusts,
                        powers, authorities or discretions vested in the
                        Security Trustee by, or the proper performance of
                        obligations assumed by the Security Trustee under, this
                        Agreement or any of the Security Documents; and

                (ii)    against all liabilities, actions, proceedings, costs and
                        expenses, claims and demands in respect of any matter or
                        thing done or omitted by it or such person in any way
                        relating to this Agreement or any of the Security
                        Documents or the security constituted thereby except to
                        the extent that they are sustained or incurred as a
                        result of the negligence, wilful misconduct or fraud of
                        the Security Trustee.

        (d)     All sums payable to the Security Trustee under paragraphs (a),
                (b) and (c) of this clause and pursuant to Clauses 15.3 and 15.4
                (herein after together with any interest referred to in this
                paragraph (d) called "SECURITY TRUSTEE INDEMNIFIED LIABILITIES")
                shall be payable on demand.

12.40   FINANCE PARTY INDEMNITY

        (a)     Each Secured Party agrees to severally indemnify the Security
                Trustee for any Security Trustee Indemnified Liabilities (to the
                extent not reimbursed by the Borrower and without prejudice to
                the liability of the Obligors under any Finance Document), and
                for all value added and other taxes paid or suffered by it in
                connection therewith, or any liabilities, losses, damages,
                penalties, actions, judgements, costs, expenses or disbursements
                of any kind whatsoever which may be imposed on, incurred by or
                asserted against the Security Trustee relating to or arising out
                of (i) the Security Trustee acting as the Security Trustee under
                the Security Documents or (whether itself or through any agent)
                acting as the holder of any security taken by it or (ii) the
                Security Trustee performing its duties thereunder or (iii) any
                action taken or omitted by the Security Trustee thereunder.

        (b)     Such indemnification shall be made rateably in accordance with
                the amount of Liabilities owing to each Secured Party and
                outstanding under the Finance Documents as at the date of demand
                hereunder.

        (c)     Notwithstanding the foregoing, no Lender shall be liable for any
                portion of the foregoing resulting from the Security Trustee's
                negligence or wilful misconduct.

12.41   TRUST INDEMNITY

        The Security Trustee shall be entitled to be indemnified out of any
        assets it receives or holds on trust from time to time hereunder or
        under the Security Documents for any and all Security Trustee
        Indemnified Liabilities and for all value added and other taxes paid or
        suffered by it in connection therewith.

12.42   LIABILITY AND ILLEGALITY

        The Security Trustee may refrain from doing anything which would or
        might in its opinion (a) be contrary to any Applicable Law or (b) render
        it liable to any person, and may do anything which in its opinion is
        necessary to comply with any such Applicable Law.



                                      -73-


12.43   REGISTRATION OF SECURITY

        Save as otherwise required under the Finance Documents, neither the
        Security Trustee, nor any other Finance Party shall be liable for any
        failure, omission, or defect in perfecting the security constituted by
        any of the Security Agreements including, without limitation, any
        failure to:

        (a)     register the same in accordance with the provisions of any of
                the documents of title of the relevant chargor to any of the
                property thereby charged;

        (b)     make any recordings or filings or rerecordings or refilings in
                connection therewith;

        (c)     effect or procure registration of or otherwise protect any
                security interest created or evidenced by any of the Security
                Documents under the registration laws in any jurisdiction.

12.44   MONEY ON DEPOSIT

        Save as otherwise provided in the Security Documents, all moneys
        received by the Security Trustee under any of the Security Documents or
        otherwise may, prior to their application in accordance with the terms
        of this Agreement, be placed on deposit in the name of or under the
        control of the Security Trustee at such bank or institution (including
        the Security Trustee) and upon such terms as the Security Trustee may
        think fit.

12.45   VOTING ENTITLEMENTS

        Neither the Security Trustee nor any Finance Party shall be liable to
        any person by reason of having acted upon any instructions purported to
        have been given by or with the consent of the requisite voting majority
        of Voting Entitlements required under this Agreement (in the case of the
        Security Trustee) or the Security Trustee (in the case of any Finance
        Party) even though subsequent to its acting it may be found that there
        was some defect in the instructions so given or the votes so cast.

12.46   CONSENTS AND APPROVALS

        Any consent or approval given by the Security Trustee for the purposes
        of this Agreement may be given on such terms and subject to such
        conditions (if any) as the Required Secured Parties shall direct and
        notwithstanding anything to the contrary in this Agreement may be given
        retrospectively.

12.47   TRUSTEE'S LIABILITY AT LAW

        Nothing in this Agreement shall, in any case in which the Security
        Trustee has failed to show the degree of care and diligence required of
        it as trustee having regard to the provisions of this Agreement
        conferring on it any trusts, powers, authorities or discretions, exempt
        the Security Trustee from or indemnify it against any liability for
        breach of trust or any liability which by virtue of any rule of law
        would otherwise attach to it in respect of any negligence, default,
        breach of duty or breach of trust of which it may be guilty in relation
        to its duties under this Agreement.

12.48   RESIGNATION

        The Security Trustee may, at any time and without giving any reason
        therefor, resign by giving not less than 30 days' prior written notice
        thereof to the Finance Parties and the Borrower, provided that the
        resignation of the Security Trustee shall not become effective unless a
        successor has succeeded to, and been fully vested with, all rights,
        powers, privileges and duties of, the resigning Security Trustee in
        accordance with Clause 12.50.

12.49   REMOVAL BY FINANCE PARTIES

        The Required Secured Parties (calculated ignoring the votes of the
        Security Trustee in its capacity as a Secured Party (if applicable)) may
        dismiss the Security Trustee by giving it not less than 30 days' prior
        written notice thereof, provided that the dismissal of the Security
        Trustee shall not become effective



                                      -74-


        unless a successor has succeeded to, and been fully vested with, all
        rights, powers, privileges and duties of, the dismissed Security Trustee
        in accordance with Clause 12.50.

12.50   APPOINTMENT OF SUCCESSOR

        Upon the giving of a notice under Clause 12.48 or 12.49, the Required
        Secured Parties (calculated ignoring the votes of the Security Trustee
        in its capacity as a Lender (if applicable)) shall have the right
        (subject to consultation with the Borrower, if practicable) to appoint a
        successor Security Trustee. If no such successor Security Trustee shall
        have been so appointed and shall have accepted such appointment within
        thirty days after the giving of any such notice (or such shorter period
        as may be required to ensure the successor Security Trustee complies
        with any Applicable Law if pursuant to such Applicable Law it is
        unlawful for the Security Trustee to continue acting as Security
        Trustee), the retiring Security Trustee may appoint a successor Security
        Trustee. Upon the acceptance of any appointment by a Security Trustee
        under this Agreement of a successor Security Trustee, and upon due
        execution of a Security Trustee Deed of Accession in the form set out in
        Schedule 2, such successor Security Trustee shall thereupon succeed to
        and become vested with all rights, powers, privileges and duties of the
        retiring Security Trustee which shall be discharged from its duties and
        obligations hereunder.

12.51   CONTINUING BENEFITS

        After any Security Trustee's dismissal or resignation hereunder as
        Security Trustee, the provisions of this Agreement will continue in
        effect for its benefit in respect of any actions taken or omitted to be
        taken by it while it was acting as Security Trustee.

12.52   REMUNERATION

        The Borrower shall pay to the Security Trustee remuneration for its
        services hereunder as from the date of this Agreement, such remuneration
        to be at such rate as may from time to time be agreed between the
        Borrower and the Security Trustee. Such remuneration shall be payable in
        accordance with the terms of such agreement, shall accrue from day to
        day and be payable in the priority specified in Clause 12.15.

12.53   TAX

        The Borrower shall in addition pay to the Security Trustee an amount
        equal to the amount of any sales, value added tax or similar tax
        chargeable in respect of its remuneration under this Agreement.

12.54   DEFAULT

        (a)     The Security Trustee is not obliged to monitor or enquire as to
                whether or not a Default has occurred. The Security Trustee
                shall not be deemed to have knowledge of the occurrence of a
                Default unless it receives written notice from a Finance Party
                referring to the Security Document, describing the Default and
                stating that the event is a Default. Upon receipt of such a
                notice, it shall promptly notify the Finance Parties (in the
                case of the Lenders via the Facility Agent).

        (b)     The Security Trustee may require the receipt from the Secured
                Parties of security satisfactory to it, whether by way of
                payment in advance, indemnity or otherwise, against any
                liability or loss which it will or may incur in taking any
                proceedings or action arising out of or in connection with any
                Security Document before it commences those proceedings or takes
                that action.

12.55   RELIANCE

        The Security Trustee may:

        (a)     rely on, and be fully protected in relying on, any notice,
                certificate, opinion, communication or document reasonably
                believed by it to be genuine and correct, in conformity with the



                                      -75-


                Operative Documents and to have been signed by, or with the
                authority of, a proper person; and

        (b)     rely on, and be fully protected in relying on, any statement
                made by a director or employee of any person regarding any
                matters which may be assumed to be within his knowledge or
                within his power to verify.

12.56   CREDIT APPROVAL AND APPRAISAL

        Without affecting the responsibility, if any, of any Obligor for
        information supplied by it or on its behalf in connection with any
        Finance Document, each Finance Party represents and warrants that:

        (a)     in connection with its participation in each Finance Document,
                it has made its own independent investigation and assessment of
                the structure of the Project, the form and substance of all
                Operative Documents and the financial condition, prospects,
                creditworthiness, status and affairs of the Obligors and any
                other person connected with the Project and has not relied on
                any information provided to it by the Security Trustee or any
                other Finance Party; and

        (b)     it shall continue to make its own independent appraisal of the
                matters referred to in clause (a) while any amount is or may be
                outstanding under the Finance Documents or any Commitment is in
                force.

12.57   INFORMATION

        The Security Trustee:

        (a)     subject to clause (b), shall promptly forward to the person
                concerned the original or a copy of any document which is
                delivered to the Security Trustee by a party for that person;

        (b)     without prejudice and subject to any duty of confidentiality,
                shall promptly supply each Finance Party with a copy of each
                document received by the Security Trustee under the Security
                Documents upon the request of that Finance Party and at the
                expense of the Borrower;

        (c)     shall not be obliged to review or check the accuracy or
                completeness of any document it forwards to another Party; and

        (d)     except as provided above, does not have a duty:

                (i)     either initially or on a continuing basis to provide any
                        Finance Party with any information concerning any of the
                        matters referred to in Clause 12.58 whether coming into
                        its possession before, on or after the date of this
                        Agreement; or

                (ii)    unless specifically requested to do so by a Finance
                        Party in accordance with this Agreement or any other
                        Security Document, to request any certificates or other
                        documents from the Obligors.

12.58   THE SECURITY TRUSTEE AS BANKER

        In acting as the Security Trustee, the Security Trustee shall be treated
        as a separate entity from any other division of the Security Trustee (or
        similar units of the Security Trustee in any subsequent reorganisation)
        or its affiliates and, without limiting the generality of the foregoing,
        in the event that any of the Security Trustee's divisions (or similar
        units) or affiliates should act for any Group Member in an advisory
        capacity in relation to any other matter, any information given by any
        Group Member to such divisions (or similar units) or affiliates for the
        purposes of obtaining advice shall be treated as confidential and shall
        not be available to the other Finance Parties without the consent of the
        Borrower; and notwithstanding anything to the contrary expressed or
        implied herein and without limiting the generality of the foregoing, the
        Security Trustee shall not as between itself and the other Finance
        Parties be bound to disclose to any Finance Party or other person any
        information supplied by any



                                      -76-


        Group Member to the Security Trustee in its capacity as the Security
        Trustee hereunder which is identified by such Group Member at the time
        of supply as being unpublished price sensitive information relating to a
        proposed transaction by a Group Member to the Security Trustee and
        supplied solely for the purpose of evaluating in consultation with the
        Security Trustee in its capacity as advisor whether such transaction
        might require a waiver or amendment to any of the provisions contained
        herein or in any other Finance Document.

12.59   COMPLIANCE

        (a)     The Security Trustee may refrain from doing anything which
                might, in its opinion, constitute a breach of any Applicable Law
                or regulation or be otherwise actionable at the suit of any
                person, and may do anything which, in its opinion, is necessary
                or desirable to comply with any Applicable Law of any
                jurisdiction.

        (b)     Without limiting clause (a), the Security Trustee need not
                disclose any information relating to any Obligor or any other
                party to any Operative Document if the disclosure might, in the
                opinion of the Security Trustee, constitute a breach of any
                Applicable Law or any duty of secrecy or confidentiality or be
                otherwise actionable at the suit of any person.

12.60   OTHER FINANCE DOCUMENTS

        Each Finance Party irrevocably authorises the Security Trustee to
        execute on its behalf on the date of this Agreement and/or from time to
        time thereafter such of the Security Documents and/or consents, waivers
        and/or determinations under or in respect of any Finance Document as are
        expressed to be executed by the Security Trustee.

12.61   CONFLICT AS BETWEEN SECURED PARTIES

        In taking any action, performing any duties and in exercising any
        rights, powers and directions in accordance with the terms of this
        Agreement or any other Security Document, the Security Trustee:

        (a)     will, subject to the terms of this Agreement, have regard to the
                interests of each and every Secured Party;

        (b)     will be deemed to have complied with clause (a) and will not be
                liable for a breach of clause (a) if it has acted in good faith
                or has sought and acted upon the instructions of the Required
                Secured Parties in taking such action, performing such duties
                and in exercising any rights, powers and directions in
                accordance with the terms of the Security Document; and

        (c)     shall not be liable (except in the case of gross negligence or
                wilful default) to any Secured Party for any breach of clause
                (a).

13.     TRANSFERS

13.1    OBLIGORS

        The rights, benefits, interests and obligations of each Obligor under
        any Finance Document are personal to it and are not capable of
        assignment without the prior written consent of all the Finance Parties.

13.2    FINANCE PARTIES

        Each Finance Party agrees that it will not assign, transfer or novate
        any of its rights, benefits, interests or obligations under any Finance
        Document, none of which are capable of assignment, transfer or novation
        except in order to comply with any Applicable Law or as expressly
        permitted in accordance with the terms of this Agreement.



                                      -77-


13.3    TRANSFERS BY SECURED PARTY

        (a)     ROYALTY HOLDER

                (i)     Each Royalty Holder may assign and transfer its rights
                        under any Royalty Agreement to which it is a party
                        pursuant to the terms thereof. Each Royalty Holder from
                        time to time shall, upon becoming the Royalty Holder and
                        upon execution of a Royalty Holder Deed of Accession
                        substantially in the form of Schedule 4, have the
                        benefits of, be entitled to exercise the rights and
                        shall have the obligations of a Royalty Holder hereunder
                        and under each other Finance Document to which the
                        Royalty Holder is a party.

                (ii)    Upon the execution of a Royalty Holder Deed of Accession
                        by all parties thereto, the Retiring Royalty Holder (as
                        defined therein) shall be released from any further
                        obligations and liabilities under the Finance Documents
                        to any other parties to such Finance Documents.

        (b)     FACILITY AGENT AND LENDERS

                The Facility Agent and each Lender shall be entitled to transfer
                or assign its rights and obligations under each Finance Document
                to which it is a party pursuant to Clause 18 respectively of the
                Loan Agreement and, in the case of any new Facility Agent shall,
                upon execution of a Facility Agent Deed of Accession
                substantially in the form of Schedule 5, have the benefits of,
                be entitled to exercise the rights and shall have the
                obligations of the Facility Agent hereunder and under each other
                Finance Document to which it is a party.

14.     FEES AND LATE PAYMENTS

14.1    FEES

        The Borrower shall pay to the Security Trustee, fees in the amounts and
        at the times agreed between the Borrower and the Security Trustee, in
        connection with the execution of this Agreement and the other Finance
        Documents.

14.2    DOLLAR PAYMENTS

        All fees payable under a Finance Document shall be payable in Dollars.
        Each Obligor hereby acknowledges that any portion of any fee once paid
        shall be non-refundable, such portion having already been earned by
        performance.

14.3    LATE PAYMENTS

        (a)     If any Obligor fails to pay any amount payable by it to a
                Finance Party under a Finance Document on its due date, interest
                shall accrue on the overdue amount from the due date up to the
                date of actual payment (both before and after judgment) at a
                rate two per cent higher than the rate which would have been
                payable if the overdue amount had, during the period of
                non-payment, constituted a Loan in the currency of the overdue
                amount for successive Interest Periods, each of a duration
                selected by (in the case of amounts due to the Security Trustee)
                the Security Trustee, (in the case of amounts due to a Lender or
                the Facility Agent) the Facility Agent or (in the case of
                amounts due to a Royalty Holder) each Royalty Holder (in each
                case, acting reasonably). Any interest accruing under this
                Clause 14.3 shall be immediately payable by the relevant Obligor
                on demand by the person to whom such amount is payable or (in
                the case of the Lenders) the Facility Agent.

        (b)     Default interest (if unpaid) arising on an overdue amount will
                be compounded with the overdue amount at the end of each
                Interest Period applicable to that overdue amount but will
                remain immediately due and payable.



                                      -78-


15.     MISCELLANEOUS

15.1    WAIVERS, AMENDMENTS, ETC.

        The provisions of this Agreement and (other than a Royalty Agreement
        which may only be amended in accordance with the terms thereof) of each
        other Finance Document (except to the extent otherwise set forth in such
        Finance Document) may from time to time be amended, modified or waived,
        if such amendment, modification or waiver is in writing and consented to
        by the Obligor (or Obligors) party thereto, the Security Trustee and the
        Required Secured Parties, and, in the case of any Security Document, the
        Security Trustee; provided, however, that no such amendment,
        modification or waiver which would:

        (a)     modify any requirement hereunder that any particular action be
                taken or a determination be made by, or with the consent of or
                in consultation with, all the Secured Parties or the Required
                Secured Parties shall be effective unless consented to by each
                Secured Party;

        (b)     modify this Clause 15.1 or change the definition of "REQUIRED
                SECURED PARTIES", shall be made without the consent of each
                Secured Party;

        (c)     extend the due date for, or reduce the amount of, any payment or
                prepayment of principal or of interest on any Loan or any other
                amount payable hereunder shall be made without the consent of
                each Secured Party;

        (d)     affect the interests, rights or obligations of either
                Representative, the Facility Agent qua such Representative or
                the Facility Agent shall be made without the consent of such
                Representative or the Facility Agent (as the case may be);

        (e)     other than as specifically permitted by this Agreement or the
                Security Documents, modify or authorise or effect the release of
                any material portion of the collateral which is the subject of
                any lien granted or purported to be granted in favour of the
                Security Trustee or in favour of the Finance Parties pursuant to
                any relevant Security Document shall be made:

                (i)     prior to an Event of Default and before the Discharge
                        Date, without the consent of each Secured Party;

                (ii)    after an Event of Default and before the Discharge Date,
                        without the consent of each Lender; and

                (iii)   after the Discharge Date, without the consent of the
                        Required Secured Parties;

        (f)     increase the Commitment of any Lender or otherwise subject any
                Lender to any additional obligation without the consent of such
                Lender;

        (g)     modify any term of this Agreement or any other Finance Document
                expressly relating to the priority of payment of, or the
                granting of any security in respect of, any obligations of the
                Borrower under any Price Protection Agreement to which any
                Secured Party is a party shall be made without the consent of
                such Secured Party;

        (h)     materially reduce the obligations of the Sponsor under the
                Support Agreement shall be made without the consent of each
                Secured Party; or

        (i)     modify Clause 3 (or any defined term referred to therein),
                Clauses 5.4, 6.3, 6.4, 7.2 or 12.15 without the consent of each
                Secured Party;

        provided that nothing in this Clause 15.1 shall prevent the Security
        Trustee exercising its rights against any Obligor pursuant to any
        Finance Document unless it is directed otherwise by the Required Secured
        Parties.



                                      -79-


15.2    NOTICES

        All notices and other communications provided to any party hereto under
        this Agreement or any other Finance Document shall be in writing and
        shall be sent by hand delivery, courier delivery, telex (if the
        receiving party shall have telex facilities) or facsimile and addressed
        or delivered to it at its address set forth below its signature hereto
        and designated as its "ADDRESS FOR NOTICES" (or in any Deed of Accession
        to which it is a party) or at such other address as may be designated by
        such party in the Security Document or in a notice to the other parties.
        Any notice:

        (a)     if sent by hand delivery or courier delivery, shall be deemed
                received when delivered; and

        (b)     if transmitted by telex or facsimile, shall be deemed given when
                transmitted (answerback received at both the beginning and end
                of the relevant transmission in the case of telexes and
                transmission confirmed by the sending facsimile machine in the
                case of facsimiles).

15.3    COSTS AND EXPENSES

        The Borrower agrees to:

        (a)     pay on demand all reasonable out-of-pocket expenses of each
                Finance Party for the negotiation, preparation, execution and
                delivery of this Agreement and each other Finance Document,
                including Schedules, and any amendments, waivers, consents,
                supplements or other modifications to this Agreement or any
                other Finance Document or the Development Plan as may from time
                to time hereafter be required whether or not the transactions
                contemplated hereby are consummated, and all reasonable
                out-of-pocket expenses (inclusive as aforesaid) of the
                Representatives (including reasonable fees and expenses of legal
                advisers to each Representative) on a full indemnity basis and
                any stamp or other taxes incurred in connection with the
                preparation and review of the form of any Instrument relevant to
                this Agreement or any other Finance Document, the consideration
                of legal questions relevant hereto and thereto and the filing,
                recording, refiling or re-recording of any Finance Document and
                all amendments or supplements to any thereof and any and all
                other documents or Instruments of further assurance required to
                be filed or recorded or refiled or re-recorded by the terms
                hereof or of any other Finance Document;

        (b)     pay on demand all reasonable out-of-pocket expenses of each
                Finance Party's officers or agents in connection with its annual
                on-site inspections of the Mine and all fees and expenses of the
                Independent Engineer for the preparation of the Technical
                Review, each Annual Independent Engineer's Report (provided that
                the Secured Parties shall not require the Independent Engineer
                to provide an Annual Independent Engineer's Report after the
                Discharge Date unless a Default shall have occurred and be
                subsisting) and other reports required of it (whether or not
                such documents are actually completed), the fees and expenses of
                any Expert, the fees and expenses of the independent chartered
                accountants and certified public accountants in connection with
                the performance of their duties described in Clause 5.9, the
                certification of each Compliance Certificate and any compliance
                certificate provided under the Support Agreement, the Economic
                Completion Certificate or any other matter relating to the
                Project and the Mine, and all reasonable fees and expenses of
                the Insurance Consultant and the Project Account Banks in
                connection with the performance of their respective duties
                referred to herein; and

        (c)     reimburse each Finance Party upon demand for all out-of-pocket
                expenses (including fees and expenses of legal advisers to such
                Finance Party on a full indemnity basis) incurred by such
                Finance Party in connection with:

                (i)     the negotiation and completion of any restructuring or
                        "WORK-OUT", whether or not consummated whatever the
                        nature of such expenses are, of any Obligations; and

                (ii)    the enforcement of any Obligations.



                                      -80-


15.4    INDEMNIFICATION

        The Obligors hereby jointly and severally indemnify, exonerate and hold
        each Finance Party and each of its officers, directors, shareholders,
        employees, advisers and agents (the "INDEMNIFIED PARTIES") free and
        harmless from and against any and all actions, causes of action, suits,
        losses, costs, liabilities and damages and expenses in connection
        therewith (including reasonable fees and expenses of legal advisers on a
        full indemnity basis and inclusive of United Kingdom or Ghanaian value
        added tax or other similar tax payable in connection therewith and
        including any amount paid by any Lender to either Representative (the
        "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any
        of them as a result of, or arising out of, or relating to:

        (a)     in the case of the Borrower, any transaction financed or to be
                financed in whole or in part, directly or indirectly, with the
                proceeds of any Loan;

        (b)     in the case of the Borrower, the entering into and performance
                of this Agreement and any other Finance Document by any of the
                Indemnified Parties (including any action brought by or on
                behalf of any Obligor as the result of any proper determination
                by the Lenders pursuant to Clause 4 of the Loan Agreement not to
                fund any Loan);

        (c)     in the case of each Obligor other than the Borrower, the
                entering into and performance of this Agreement and any other
                Finance Document to which such Obligor is a party by any of the
                Indemnified Parties (including any action brought by or on
                behalf of such Obligor as the result of any proper determination
                by the Lenders pursuant to Clause 4 of the Loan Agreement not to
                fund any Loan);

        (d)     any investigation, litigation or proceeding related to any
                environmental clean-up, audit, compliance or other matter
                relating to the protection of the environment or the release by
                any Obligor of any Hazardous Material; or

        (e)     the presence on or under, or the escape, seepage, leakage,
                spillage, discharge, emission, or release or threatened release
                from, any real property owned or operated by any Obligor of any
                Hazardous Material (including any losses, liabilities, damages,
                injuries, costs, expenses or claims asserted or arising under
                any Environmental Law), regardless of whether caused by, or
                within the control of, such Obligor,

        except for any such Indemnified Liabilities arising for the account of a
        particular Indemnified Party by reason of the relevant Indemnified
        Party's negligence or wilful misconduct, and if and to the extent that
        the foregoing undertaking may be unenforceable for any reason, each
        Obligor hereby jointly and severally agrees to make the maximum
        contribution to the payment and satisfaction of each of the Indemnified
        Liabilities which is permissible under Applicable Law and provided that
        such Obligor's liability pursuant to clauses (d) and (e) above shall:

                (i)     exclude any liability incurred by any Lender solely in
                        its capacity as a lender (or agent of a lender) to
                        Satellite Goldfields Limited; and

                (ii)    be limited to the proceeds received by the Security
                        Trustee from any realisation of any lien pursuant to any
                        Security Agreement to which such Obligor is a party.

15.5    TAXES

        (a)     All payments by each Obligor of principal of, and interest on,
                the Loans and all other amounts payable pursuant to this
                Agreement or any other Finance Document to any Finance Party
                shall be made free and clear of, and without deduction for any,
                present or future income, excise, stamp or other taxes, fees,
                duties, withholdings or other charges of any nature whatsoever
                imposed by any taxing authority of any jurisdiction, in each
                case other than franchise taxes and taxes imposed on or measured
                by the recipient's net income or receipts (such non-excluded
                items referred to as "TAXES") other than as required by
                Applicable Law. In the event that any withholding or deduction
                from any payment to be made by any Obligor hereunder or under
                any other Finance Document is required in respect of any Taxes
                pursuant to any Applicable Law, the relevant Obligor will:



                                      -81-


                (i)     to the extent that any such Taxes are payable by the
                        Obligor, pay directly to the relevant authority the full
                        amount to be so withheld or deducted;

                (ii)    promptly forward to the recipient of such payment an
                        official receipt or other documentation satisfactory to
                        the recipient of such payment (to the extent the same is
                        available to the Obligor) evidencing such payment to
                        such authority; and

                (iii)   pay to the recipient of such payment for the account of
                        the person or persons entitled thereto such additional
                        amount or amounts as is necessary to ensure that the net
                        amount actually received by such person will be equal to
                        the full amount such person would have received had no
                        such withholding or deduction been required.

        (b)     If any Taxes are directly asserted against any Finance Party
                with respect to any payment received by such Finance Party
                hereunder or under any other Finance Document, such Finance
                Party may pay such Taxes and the Borrower will promptly pay such
                additional amounts (including any penalties, interest or
                expenses except to the extent that the same are incurred as a
                result of the negligence or wilful misconduct of such Finance
                Party) as is or are necessary in order that the net amount
                received by such Finance Party after the payment of such Taxes
                (including any Taxes on such additional amount) shall equal the
                amount such Finance Party would have received had such Taxes not
                been asserted.

        (c)     If an Obligor fails to pay any Taxes when due to the appropriate
                taxing authority or fails to remit to the recipient of such
                payment, for its own account and/or, as the case may be, the
                account of the relevant Finance Parties, the required receipts
                or other required documentary evidence, the Borrower shall
                indemnify the recipient of such payment or such Finance Parties,
                as the case may be, for any incremental Taxes, interest or
                penalties that may become payable by any such Finance Party as a
                result of any such failure (excluding, however, any such
                incremental Taxes, interest or penalties incurred as a result of
                the negligence or wilful misconduct of such Finance Party). For
                the purposes of this Clause, a distribution hereunder or under
                any other Finance Document by a Representative, the Facility
                Agent or any Lender to or for the account of any Lender or other
                Finance Party shall be deemed a payment by an Obligor.

        (d)     The Finance Parties agree to cooperate with the relevant Obligor
                in completing and delivering or filing tax-related forms which
                would reduce or eliminate any amount of Taxes required to be
                deducted or withheld on account of any payment made by the
                Obligor under this Agreement or any other Finance Document;
                provided, however, that no Finance Party shall be under any
                obligation to execute and deliver any such form if, in the
                opinion of such Finance Party, completion of any such form might
                reasonably be expected to result in an adverse consequence with
                respect to the business or tax position of such Finance Party.

15.6    TAX CREDITS

        If the Borrower pays any additional amount under Clause 15.5(a) (a "TAX
        PAYMENT") and any Finance Party effectively obtains a refund of tax or
        credit against tax on its overall net income, by reason of that Tax
        Payment (a "TAX CREDIT"), and the Finance Party is able to identify the
        Tax Credit as being attributable to the Tax Payment, then the Finance
        Party shall reimburse to the Borrower such amount as it shall determine
        to be the proportion of the Tax Credit as will leave the Finance Party
        after that reimbursement, in no better or worse position than it would
        have been in if the Tax Payment had not been required. Each Finance
        Party shall have an absolute discretion as to whether to claim any Tax
        Credit and, if it does claim, the extent, order and manner in which it
        does so. No Finance Party shall be obliged to disclose any information
        regarding its tax affairs or computations to the Borrower. Nothing shall
        interfere with the right of each Finance Party to arrange its tax
        affairs in whatever manner it thinks fit.

15.7    DOUBLE TAX AGREEMENT

        If for so long as the UK-Ghana Arrangement of 20 January, 1993 remains
        in force and otherwise than as a result of the introduction of or change
        in any law, regulation, published practice or concession of



                                      -82-


        any relevant authority or the publicly stated interpretation of any of
        the above occurring after the date of this Agreement, a Finance Party:

        (a)     is at the date of this Agreement a party to this Agreement and a
                resident of the United Kingdom for the purposes of that UK -
                Ghana Arrangement but thereafter ceases to be so resident; or

        (b)     is at the date of this Agreement a party to this Agreement and
                does take any interest received by it under this Agreement into
                account as a trading receipt of its business as such a resident
                but thereafter ceases to do so,

        the Borrower will not be liable to pay to that Finance Party under
        Clause 15.5(a) any amount in respect of Taxes levied or imposed by Ghana
        or any taxing authority of or in Ghana in excess of the amount it would
        have been obliged to pay if the Finance Party was so resident or, as the
        case may be, had taken such interest into account as a trading receipt
        of such a business.

15.8    SET OFF

        Each Obligor authorises each Finance Party after the occurrence of an
        Event of Default to apply any credit balance to which the Obligor is
        entitled on any account of the Obligor with that Finance Party (at any
        office and in any currency or commodity (including Gold)) in or towards
        satisfaction of any sum due and payable from the Obligor to any Finance
        Party hereunder and for this purpose, each Finance Party is authorised
        to purchase with the moneys standing to the credit of any such account
        such other currencies as may be necessary to effect such application. No
        Finance Party shall be obliged to exercise any right granted to it
        pursuant to this Clause.

15.9    CURRENCY OF PAYMENT

        (a)     If:

                (i)     any amount payable by an Obligor under this Agreement or
                        any Finance Document is received by a Finance Party
                        entitled thereto in a currency ("PAYMENT CURRENCY")
                        other than the amount agreed to be payable in the
                        currency in which the relevant Obligation is denominated
                        (the "RELEVANT CURRENCY"), whether as a result of any
                        judgement or order or the enforcement thereof, the
                        liquidation of an Obligor or otherwise; and

                (ii)    the amount produced by converting the Payment Currency
                        so received into the Relevant Currency is less than the
                        required amount of the Relevant Currency, then the
                        Obligor shall, as an independent obligation separate and
                        independent from its other obligations contained
                        hereunder and in any other Finance Document, indemnify
                        such Finance Party for the deficiency and any loss
                        sustained as a result.

        (b)     Such conversion shall be made promptly following receipt at such
                prevailing rate of exchange in such market as is reasonably
                determined by such Finance Party as being most appropriate for
                the conversion. The Obligor shall in addition pay the reasonable
                costs of the conversion. Each Obligor waives any right it may
                have in any jurisdiction to pay any amount under this Agreement
                or any other Finance Document in a currency other than the
                Relevant Currency.

        (c)     For the purposes of this Clause, a distribution hereunder or
                under any other Finance Document by a Finance Party to or for
                the account of another Finance Party shall be deemed to be a
                payment by an Obligor.

15.10   NO OBLIGATIONS FOR MINE

        It is expressly understood that none of the Independent Engineer, the
        Insurance Consultant or any Finance Party assumes any obligation to any
        Obligor or any other party in respect of the operation, development,
        exploration and production of the Mine in accordance with the
        Development Plan or otherwise.



                                      -83-


15.11   SURVIVAL

        The obligations of any Obligor under Clauses 15.3, 15.4, 15.5 and 15.9
        and the obligations of any Finance Party under Clause 12.40, shall, in
        each case, survive any termination of this Agreement. The
        representations and warranties made and indemnity and reimbursement
        obligations of each Obligor in this Agreement and in each other Finance
        Document to which it is a party shall survive the execution and delivery
        of this Agreement and each such other Finance Document.

15.12   SEVERABILITY

        If at any time any provision hereof or of any other Finance Document is
        or becomes illegal, invalid or unenforceable in any respect under the
        law of any jurisdiction, neither the legality, validity or
        enforceability of the remaining provisions hereof nor the legality,
        validity or enforceability of such provision under the law of any other
        jurisdiction shall in any way be affected or impaired thereby.

15.13   HEADINGS

        The various headings of this Agreement and of each other Finance
        Document are inserted for convenience only and shall not affect the
        meaning or interpretation of this Agreement or such other Finance
        Document or any provisions hereof or thereof.

15.14   COUNTERPARTS, EFFECTIVENESS, ETC.

        This Agreement may be executed by the parties hereto in several
        counterparts, each of which shall, when executed, be deemed to be an
        original and all of which shall constitute together one and the same
        agreement. This Agreement shall become effective on the date (the
        "EFFECTIVE DATE") when counterparts hereof executed on behalf of the
        Obligors and each Finance Party shall have been received by the Security
        Trustee.

15.15   JURISDICTION OF ENGLISH COURTS

        (a)     The courts of England have exclusive jurisdiction to settle any
                dispute arising out of or in connection with this Agreement
                (including a dispute regarding the existence, validity or
                termination of this Agreement) (a "DISPUTE").

        (b)     The Parties agree that the courts of England are the most
                appropriate and convenient courts to settle Disputes and
                accordingly no Party will argue to the contrary.

        (c)     This Clause 15.15 is, as against the Obligors, for the benefit
                of the Finance Parties only. As a result, no Finance Party shall
                be prevented from taking proceedings against any Obligor
                relating to a Dispute in any other courts with jurisdiction. To
                the extent allowed by law, the Finance Parties may take
                concurrent proceedings against any Obligor in any number of
                jurisdictions.

15.16   SERVICE OF PROCESS

        Without prejudice to any other mode of service allowed under any
        relevant law, the Borrower:

        (a)     shall, on or prior to the New Ownership Date, irrevocably
                appoint an agent for service of process ("PROCESS AGENT") in
                relation to any proceedings before the English courts in
                connection with any Finance Document; and

        (b)     agrees that failure by the Process Agent to notify the Borrower
                of the process will not invalidate the proceedings concerned.

15.17   ENGLISH LANGUAGE

        This Agreement and the other Finance Documents have been negotiated in
        English and executed in the English language. All certificates, reports,
        notices and other documents and communications given or



                                      -84-


        delivered pursuant to this Agreement and the other Finance Documents
        shall be in the English language or, if not in the English language,
        shall be accompanied by a certified English translation thereof. In the
        case of any document originally issued in a language other than English,
        the English language version of any such document shall, absent manifest
        error, control the meaning and interpretation of the matters set forth
        therein.

15.18   PERPETUITIES

        For the purposes of the Perpetuities and Accumulations Act of 1964, any
        trusts created by this Agreement or in any other Finance Documents shall
        be for a period of 80 years.

15.19   DELAY

        No failure or delay on the part of any Finance Party in exercising any
        power or right under this Agreement or any other Finance Document shall
        operate as a waiver thereof, nor shall any single or partial exercise of
        any such power or right preclude any other or further exercise thereof
        or the exercise of any other power or right. No notice to or demand on
        any Obligor in any case shall entitle it or any other Obligor to any
        notice or demand in similar or other circumstances. No waiver or
        approval by any Finance Party under this Agreement or any other Finance
        Document shall, except as may be otherwise stated in such waiver or
        approval, be applicable to subsequent transactions. No waiver or
        approval hereunder shall require any similar or dissimilar waiver or
        approval thereafter to be granted hereunder.

16.     ACCESSION OF OTHER PARTIES

16.1    ADDITIONAL OBLIGORS

        Any Holding Company or any other person may, subject to the Security
        Trustee being satisfied that the security or other obligations provided
        by each of the other Obligor are not adversely affected in any way by
        the proposed accession of the Additional Obligor (and, if any such
        security may be adversely affected, that all such action as the Security
        Trustee may require will have been taken on or prior to the relevant
        Obligor Deed of Accession taking effect in order to ensure that any such
        adverse effect is avoided), become party hereto as an Additional Obligor
        by unconditionally delivering or causing to be delivered unconditionally
        to the Security Trustee an Obligor Deed of Accession duly executed by
        the parties thereto in form and substance satisfactory to the Security
        Trustee. The Additional Obligor shall also provide any documents
        referred to under the heading "Additional Documentation" in the Obligor
        Deed of Accession executed by it.

16.2    CONSTRUING AGREEMENT

        Upon delivery to the Security Trustee of any Obligor Deed of Accession
        referred to in Clause 16.1, this Agreement shall henceforth be read and
        construed as if each person which is a party to such Obligor Deed of
        Accession as an Additional Obligor were a party hereto having all the
        rights and obligations of an Obligor hereunder and all references in
        this Agreement to "Obligor" or "Obligors" shall be construed
        accordingly.

17.     ROLE OF THE LAW DEBENTURE TRUST CORPORATION P.L.C.

        Each party to each Finance Document acknowledges that:

        (a)     The Law Debenture Trust Corporation p.l.c. ("LAWDEB") is a party
                to the Asset Sale Agreements and the First Royalty Agreement in
                its capacity as security trustee pursuant to the Definition &
                Common Terms Agreement dated May 9, 1998 (as amended) (the
                "DACTA") between, inter alia, Satellite Goldfields Limited and
                certain other parties; and

        (b)     upon the resignation or removal of LawDeb as security trustee
                pursuant to the DACTA, the obligations of LawDeb pursuant to the
                Finance Documents to which it is a party shall cease and:

                (i)     any replacement security trustee shall, upon execution
                        of a Royalty Holder Deed of Accession by all parties
                        thereto, become a party to such Finance Documents as if
                        it



                                      -85-


                        had been a party to such Finance Documents from the date
                        LawDeb became party to such Finance Documents; and

                (ii)    if no such security trustee is appointed under the DACTA
                        following such resignation or removal (and until any
                        such replacement is effective), the liability of LawDeb
                        pursuant to any Finance Document to which it is a party
                        shall be limited to any rights of indemnity or assets
                        held on trust by it pursuant to the DACTA.



                                      -86-


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a deed by their respective officers thereunto duly authorised on the
day and year first above written.

THE OBLIGORS


Signed as a deed by WEXFORD GOLDFIELDS     )
LIMITED under a power of attorney          )  ----------------------------------
                                           )  Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title

Address for Notices:       c/o Bentsi-Enchill & Letsa
                           1st Floor, Teachers Hall Annex
                           Education Loop (off Barnes Road)
                           P.O. Box 1632
                           Accra, Ghana





                                      S-1


THE FACILITY AGENT FOR ITSELF AND AS AGENT FOR THE LENDERS


STANDARD BANK LONDON LIMITED               )
                                           )  ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title

Address for Notices:       Cannon Bridge House
                           25 Dowgate Hill
                           London   EC4R 2SB

Facsimile No.:             + 44 (0)20-7815-4284

Attention:                 Mark Turner






                                      S-2


THE SECURITY TRUSTEE


STANDARD BANK LONDON LIMITED, as the       )  ----------------------------------
Security Trustee                           )  Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title


Address for Notices:       Cannon Bridge House
                           25 Dowgate Hill
                           London   EC4R 2SB

Facsimile No.:             +44 (0)20-7815-4284

Attention:                 Mark Turner






                                      S-3


The Common Seal of THE LAW DEBENTURE       )
TRUST PLC was hereunto affixed in the      )
presence of:                               )



- ---------------------------------
Signature


- ---------------------------------
Name Printed


- ---------------------------------
Title


- ---------------------------------
Signature


- ---------------------------------
Name Printed


- ---------------------------------
Title

Address for Notices:       100 Wood Street
                           London
                           EC2V 7EX

Attention:                 Trudi Elkington-Poole

With a copy to:            Standard Bank London Limited
                           Cannon Bridge House
                           25 Dowgate Hill
                           London EC4R 2SB

                           Attention: Mr. Michael Cooke
                           (as Administrative Agent pursuant to the DACTA)




                                      S-4


                                   SCHEDULE 1

                               DISCLOSURE SCHEDULE


        Item 1  Approvals

        Part A  Current Approvals



                                 Permit, Approval or
Agency                              Notification                Date
- ------                           -------------------            ----

                                                          
        None

        Part B  Pending Approvals





                                 Permit, Approval or
Agency                              Notification                Date
- ------                           -------------------            ----

                                                          
1.  District Planning Authority  Construction Permit            Economic Completion Date

2.  Chief Inspector of Mines     Mining Permit                  Economic Completion Date

3.  Environmental Protection     Environmental Certificate      Economic Completion Date
    Agency

4.  Government of Ghana          Transfer of Mining Lease       New Ownership Date

5.  Environmental Protection     Environmental Permit           Economic Completion Date
    Agency

6.  Ministry of Mines            Deed of Warranty, Conditions   New Ownership Date
                                 & Confirmation

7.  Bank of Ghana                Exchange Control Approval      New Ownership Date



        Item 2  Assets; Properties

        None

        Item 3  Environmental Matters

        None.

        Item 4  Liens

        None

        Item 5  Take or Pay Contracts

        None

        Item 6  Royalty Agreements

        By virtue of the Minerals Royalties Regulations 1987 (L.I. 1349), mining
        companies are subject to the payment of royalties to Ghana based on
        profitability in terms of operating ratios which is the ratio expressed
        in terms of the percentage which the operating margin bears to turnover
        during each royalty period. The rate of royalty payable according to the
        law as:

        (a)     Where the operating ratio is thirty per cent (30%) or less, the
                rate of royalty payment is three per cent (3%) of turnover or
                gross value of minerals won.



                                      SS-1


        (b)     where the operating ratio is more than thirty per cent (30%) but
                less than seventy per cent (70%) the rate of royalty payment is
                three per cent (3%) plus 0.225 of every one per cent (1%) by
                which the operating ratio exceeds thirty per cent (30%).

        (c)     where the operating ratio is seventy per cent (70%) or more the
                rate of royalty payment is twelve per cent (12%).

        (d)     See also the Deed of Warranty.

        The Borrower has or will enter into the First Royalty Agreement.

        Item 7  Taxes

1.      Corporate Tax -- 32.5% of taxable income of the Borrower.

2.      Additional Profit Tax: 25% of the carry forward cash balance at the end
        of each year of assessment.

3.      Stamp Duty - payable on financial agreements and security documentation
        at the rate of 0.5% of the amount financed.

4.      Withholding tax is not payable on dividends.

5.      5% withholding tax on goods and services supplied of a value in excess
        of Cedi 100,000.00.

6.      Annual rental charges as may be prescribed by regulations applicable in
        respect of the area to which the mining license of the Borrower relates.
        As at the date hereof, these amounts equal 100,000 Cedis per annum.

7.      Import duty payable on imported items other than plant, machinery,
        equipment and accessories imported specifically and exclusively for the
        commencement of the mineral operations at the rates set out below:




          Description                    Import Duty                  Sales Tax
          -----------                    -----------                  ---------
                                                                
4WD vehicles under 1900cc                    10%                          0

4WD vehicles between 1900cc                  10%                         15%
and 2500cc

4WD vehicles over 2500cc                     25%                         35%

Computers                                    10%                       22 1/2%



        Item 8  Material Agreements

1.      All Operative Documents and all documents provided to the Facility Agent
        prior to the New Ownership Date and identified by an attached
        certificate signed by an Authorised Officer of the Borrower as a
        "Material Agreement".



                                      SS-1


                                   SCHEDULE 2

                       SECURITY TRUSTEE DEED OF ACCESSION

THIS DEED is made on

BETWEEN:-

(1)     [-] (the "NEW SECURITY TRUSTEE");

(2)     [-] (the "RETIRING SECURITY TRUSTEE"); and

(3)     [-] (the "REQUIRED SECURED PARTIES").

RECITAL:-

(A)     This Deed is supplemental to a Common Terms Agreement dated [_], 2002
        (the "CTA") between (1) Wexford Goldfields Limited (the Borrower), (2)
        each other Obligor party hereto from time to time, (3) Standard Bank
        London Limited (the Facility Agent and Security Trustee), and (4) The
        Law Debenture Trust Corporation plc (the "FIRST ROYALTY HOLDER").

(B)     This Deed has been entered into to record the accession of the New
        Security Trustee under the CTA pursuant to the provisions of Clause
        12.50 thereof.

NOW THIS DEED WITNESSETH as follows:-

1.      DEFINITIONS

        Terms defined in the CTA shall have the same meaning when used in this
        Deed.

2.      ACCESSION OF NEW SECURITY TRUSTEE

2.1     The New Security Trustee hereby agrees to be bound by all of the terms
        of the CTA as if it had originally been party thereto.

2.2     The New Security Trustee confirms that its address details for notices
        in relation to Clause 15.2 of the CTA are as follows:-

        Address:

        Telex:

        Facsimile:

        Attention:

2.3     By its signature below the Required Secured Parties confirm the
        acceptance of the New Security Trustee for all purposes under the CTA in
        accordance with Clause 12.50 thereof.

3.      REPRESENTATIONS AND WARRANTIES

        The New Security Trustee hereby represents and warrants for the benefit
        of the Secured Parties that this Deed is within its powers, has been
        duly authorised by it, constitutes its legal, valid and binding
        obligations enforceable in accordance with their terms (subject as to
        enforcement, to bankruptcy and insolvency laws and other similar laws of
        applicability to creditors generally and to general equitable
        principles) and does not conflict with any law or regulation or its
        constitution documents or any document binding on it and that it has
        obtained all necessary consents for the performance by it of this Deed.



                                      SS-2


4.      LAW

        This Deed shall be governed by and construed in all respects in
        accordance with English law.

5.      COUNTERPARTS

        The Deed may be executed in any number of counterparts and all of such
        counterparts taken together shall be deemed to constitute one and the
        same instrument.

IN WITNESS whereof this Deed has been duly executed as a deed on the day and
year first before written.



                                      SS-2


                                   SCHEDULE 3

                            OBLIGOR DEED OF ACCESSION

        THIS DEED OF ACCESSION (THIS "DEED") IS MADE ON THE [ ] DAY OF [ ],[ ]

BETWEEN

[(1)    [Additional Obligor] (the "ADDITIONAL OBLIGOR");] and

(2)     [Security Trustee] on behalf of itself as Security Trustee and on behalf
        of the Finance Parties (the "SECURITY TRUSTEE").

WHEREAS

(A)     On [       ] a Common Terms Agreement (the "AGREEMENT") was entered into
        by, inter alia, Wexford Goldfields Limited and the Security Trustee.
        Pursuant to Clause 16.1 of the Agreement, any person may, at the
        Security Trustee's discretion, become party to the Agreement by
        executing a Deed of Accession, in the form attached to Schedule 8 of the
        Agreement; and

(B)     The Additional Obligor wishes to become a party to the Agreement as an
        Obligor.

NOW IT IS HEREBY AGREED as follows:

1.      INTERPRETATION

        Save as otherwise defined herein, terms defined in the Agreement shall
        bear the same meaning herein.

2.      ADDITIONAL COMPANY

        The Agreement shall henceforth be read and construed as if the
        Additional Obligor were party to the Agreement having all the rights and
        obligations of an Obligor thereunder (and all references to "Obligor" or
        "Obligors") shall be construed accordingly.

3.      REPRESENTATIONS

        The Additional Obligor hereby represents and warrants in respect of
        itself as if the representations set out in Clause 4 of the Agreement
        were set out in full in this Deed and as follows: (1)[ ].

4.      ADDITIONAL DOCUMENTS

        (2)[                   ]

5.      COUNTERPARTS

        This Deed may be signed in counterparts, all of which taken together
        shall constitute a single deed.

6.      LAW

        This Deed shall be governed by, and construed in accordance with,
        English law.


- ----------
(1)     as required by Security Trustee

(2)     Security Trustee to specify



                                      SS-3


7.      JURISDICTION

        The Additional Obligor agrees that the process by which any suit, action
        or proceeding is begun in relation to a Dispute may be served on it by
        being delivered in connection with any suit, action or proceeding in
        England, to:

        [               ] at

        [                    ]

        or its principal other place of business for the time being. If the
        appointment of the person mentioned in this Clause 7 ceases to be
        effective in respect of the Additional Obligor, the Additional Obligor
        shall immediately appoint a further person in England to accept service
        of process on its behalf in England and failing such appointment within
        15 days, the Security Trustee shall be entitled to appoint such a person
        by notice to Additional Obligor. Nothing contained herein shall affect
        the right to serve process in any other manner permitted by law.

EXECUTED as a Deed on the day and year first before written.

[NB:  address for Additional Company to be inserted]



                                      SS-3


                                   SCHEDULE 4

                        ROYALTY HOLDER DEED OF ACCESSION

THIS DEED is made on

BETWEEN:-

(1)     [-] (the "NEW ROYALTY HOLDER");

(2)     [-] (the "RETIRING ROYALTY HOLDER"); and

(3)     [-] (the "BORROWER").

RECITAL:-

(A)     This Deed is supplemental to a Common Terms Agreement dated [_], 2002
        (the "CTA") between (1) Wexford Goldfields Limited (the Borrower), (2)
        each other Obligor party hereto from time to time, (3) Standard Bank
        London Limited (the Facility Agent and Security Trustee), and (4) The
        Law Debenture Trust Corporation plc (the "FIRST ROYALTY HOLDER").

(B)     This Deed has been entered into to record the accession of the New
        Royalty Holder under the CTA pursuant to the provisions of Clause
        13.3(a) thereof and the novation of the Royalty Agreement to the New
        Royalty Holder pursuant to the provisions of Clause 5 of the Royalty
        Agreement.

NOW THIS DEED WITNESSETH as follows:-

1.      DEFINITIONS

        Terms defined in the CTA shall have the same meaning when used in this
        Deed.

2.      ACCESSION OF NEW ROYALTY HOLDER

2.1     The New Royalty Holder hereby agrees to be bound by all of the terms of
        the CTA and the Royalty Agreement, as if it had originally been party
        thereto.

2.2     The New Royalty Holder confirms that its address details for notices in
        relation to Clause 15.2 of the CTA are as follows:-

        Address:

        Telex:

        Facsimile:

        Attention:

2.3     The Retiring Royalty Holder and the New Royalty Holder agree to the
        Retiring Royalty Holder transferring to the New Royalty Holder by
        novation on the date hereof all of the Retiring Royalty Holder's rights
        and obligations in accordance with Clause 13 of the CTA and Clause 5 of
        the Royalty Agreement.

2.4     [ONLY INCORPORATE THIS CLAUSE 2.4 WHERE THE FIRST ROYALTY HOLDER IS THE
        RETIRING ROYALTY HOLDER.] Nothing in any Finance Document obliges the
        Retiring Royalty Holder to:

        (a)     accept a re-transfer from a New Royalty Holder of any of the
                rights and obligations assigned or transferred under Clause 13
                of the CTA or Clause 5 of the Royalty Agreement.;



                                      SS-4


        (b)     support any losses directly or indirectly incurred by the New
                Royalty Holder by reason of the non-performance by any Obligor
                of its obligations under the Finance Documents or otherwise.

2.5     By their signature below the Retiring Royalty Holder and the Borrower
        confirm their acceptance of the New Royalty Holder for all purposes
        under the CTA and each other Finance Agreement to which the Retiring
        Royalty Holder is a party in accordance with Clause 13.3(a) of the CTA.

3.      REPRESENTATIONS AND WARRANTIES

3.1     The New Royalty Holder hereby represents and warrants for the benefit of
        the Borrower that this Deed is within its powers, has been duly
        authorised by it, constitutes its legal, valid and binding obligations
        enforceable in accordance with their terms (subject as to enforcement,
        to bankruptcy and insolvency laws and other similar laws of
        applicability to creditors generally and to general equitable
        principles) and does not conflict with any law or regulation or its
        constitution documents or any document binding on it and that it has
        obtained all necessary consents for the performance by it of this Deed.

3.2     [ONLY INCORPORATE THIS CLAUSE 3.2 WHERE THE FIRST ROYALTY HOLDER IS THE
        RETIRING ROYALTY HOLDER.]. The Retiring Royalty Holder makes no
        representation or warranty and assumes no responsibility to a New
        Royalty Holder for:

        (a)     the legality, validity, effectiveness, adequacy or
                enforceability of the Finance Documents or any other documents;

        (b)     the financial condition of any Obligor;

        (c)     the performance and observance by any Obligor of its obligations
                under the Finance Documents or any other documents; or

        (d)     the accuracy of any statements (whether written or oral) made in
                or in connection with any Finance Document or any other
                document,

        and any representations or warranties implied by law are excluded.

4.      LAW

        This Deed shall be governed by and construed in all respects in
        accordance with English law.

5.      COUNTERPARTS

        The Deed may be executed in any number of counterparts and all of such
        counterparts taken together shall be deemed to constitute one and the
        same instrument.

IN WITNESS whereof this Deed has been duly executed as a deed on the day and
year first before written.



                                      SS-4


                                   SCHEDULE 5

                        FACILITY AGENT DEED OF ACCESSION

THIS DEED is made on

BETWEEN:-

(1)     [-] (the "NEW FACILITY AGENT");

(2)     [-] (the "RETIRING FACILITY AGENT"); and

(3)     [-] (the "LENDERS").

RECITAL:-

(A)     This Deed is supplemental to a Common Terms Agreement dated [_], 2002
        (the "CTA") between (1) Wexford Goldfields Limited (the Borrower), (2)
        each other Obligor party hereto from time to time, (3) Standard Bank
        London Limited (the Facility Agent and Security Trustee), and (4) The
        Law Debenture Trust Corporation plc (the "FIRST ROYALTY HOLDER").

(B)     This Deed has been entered into to record the accession of the New
        Facility Agent under the CTA pursuant to the provisions of Clause
        13.3(b) thereof.

NOW THIS DEED WITNESSETH as follows:-

1.      DEFINITIONS

        Terms defined in the CTA shall have the same meaning when used in this
        Deed.

2.      ACCESSION OF NEW FACILITY AGENT

2.1     The New Facility Agent hereby agrees to be bound by all of the terms of
        the CTA as if it had originally been party thereto.

2.2     The New Facility Agent confirms that its address details for notices in
        relation to Clause 15.2 of the CTA are as follows:-

        Address:

        Telex:

        Facsimile:

        Attention:

2.3     By their signature below the Lenders confirm their acceptance of the New
        Facility Agent for all purposes under the CTA in accordance with Clause
        13.3(b) thereof.

3.      REPRESENTATIONS AND WARRANTIES

        The New Facility Agent hereby represents and warrants for the benefit of
        the Lenders that this Deed is within its powers, has been duly
        authorised by it, constitutes its legal, valid and binding obligations
        enforceable in accordance with their terms (subject as to enforcement,
        to bankruptcy and insolvency laws and other similar laws of
        applicability to creditors generally and to general equitable
        principles) and does not conflict with any law or regulation or its
        constitution documents or any document binding on it and that it has
        obtained all necessary consents for the performance by it of this Deed.



                                      SS-5


4.      LAW

        This Deed shall be governed by and construed in all respects in
        accordance with English law.

5.      COUNTERPARTS

        The Deed may be executed in any number of counterparts and all of such
        counterparts taken together shall be deemed to constitute one and the
        same instrument.

IN WITNESS whereof this Deed has been duly executed as a deed on the day and
year first before written.



                                      SS-5

EX-2.4

                              Dated June 25, 2002



                           WEXFORD GOLDFIELDS LIMITED



                       BAYERISCHE HYPO-UND VEREINSBANK AG
                         DRESDNER BANK AG LONDON BRANCH
                          FORTIS BANK (NEDERLAND) N.V.
                          STANDARD BANK LONDON LIMITED
                                   as Lenders

                                      with

                          STANDARD BANK LONDON LIMITED
                                acting as Agent



                    ----------------------------------------

                        WASSA PROJECT FACILITY AGREEMENT

                    ----------------------------------------







                            Mayer, Brown, Rowe & Maw
                                11 Pilgrim Street
                                 London EC4V 6RW




                                                                                 
1.      DEFINITIONS AND INTERPRETATION...............................................1

2.      THE FACILITIES...............................................................8

3.      PURPOSE......................................................................8

4.      CONDITIONS OF UTILISATION....................................................9

5.      UTILISATION..................................................................9

6.      REPAYMENT...................................................................10

7.      PREPAYMENT AND CANCELLATION.................................................11

8.      INTEREST....................................................................13

9.      INTEREST PERIODS............................................................14

10.     CHANGES TO THE CALCULATION OF INTEREST......................................15

11.     FEES........................................................................16

12.     INCREASED COSTS.............................................................16

13.     INDEMNITY TO THE AGENT......................................................17

14.     MITIGATION BY THE LENDERS...................................................17

15.     COSTS AND EXPENSES..........................................................18

16.     REPRESENTATIONS.............................................................18

17.     EVENTS OF DEFAULT...........................................................18

18.     CHANGES TO THE LENDERS......................................................19

19.     NO CHANGES TO THE BORROWER..................................................22

20.     ROLE OF THE AGENT...........................................................22

21.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES..................................27

22.     SHARING AMONG THE LENDERS...................................................27

23.     PAYMENT MECHANICS...........................................................29

24.     SET-OFF.....................................................................31

25.     CALCULATIONS AND CERTIFICATES...............................................31

26.     PARTIAL INVALIDITY..........................................................32

27.     REMEDIES AND WAIVERS........................................................32

28.     AMENDMENTS AND WAIVERS......................................................32

29.     COUNTERPARTS................................................................33

30.     GOVERNING LAW...............................................................33

31.     ENFORCEMENT.................................................................33






                                       i




SCHEDULE 1      THE ORIGINAL LENDERS
SCHEDULE 2      CONDITIONS PRECEDENT
SCHEDULE 3      REQUESTS
SCHEDULE 4      MANDATORY COST FORMULA
SCHEDULE 5      FORM OF TRANSFER CERTIFICATES
SCHEDULE 6      TIMETABLES
SCHEDULE 7      LMA FORM OF CONFIDENTIALITY UNDERTAKING





                                       ii



THIS AGREEMENT is dated June 25, 2002 and made between:

(1)     WEXFORD GOLDFIELDS LIMITED (the "BORROWER");

(2)     THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the
        "ORIGINAL LENDERS"); and

(3)     STANDARD BANK LONDON LIMITED as agent of the Lenders (the "AGENT").

IT IS AGREED as follows:


                                     PART 1

                                 INTERPRETATION


1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

Unless defined herein, terms defined in the Common Terms Agreement shall have
the same meaning when used in this Agreement (including in the preamble and the
recitals). This Agreement is a Finance Document, and shall be interpreted and
construed in accordance with the terms and provisions of the Common Terms
Agreement (including Clauses 1.2 to 1.10 thereof, the provisions of which are
hereby incorporated in this Agreement with all necessary consequential changes).
The following terms when used in this Agreement, including its preamble and
recitals, have the following meanings:

        "AFFILIATE" means, in relation to any person, a Subsidiary of that
        person or a Holding Company of that person or any other Subsidiary of
        that Holding Company.

        "AGENT" is defined in the preamble.

        "AGREEMENT" is defined in the preamble.

        "AVAILABILITY PERIOD" means in relation to Facility A and in relation to
        Facility B, the period from and including the date of this Agreement to
        and including August 31, 2002.

        "AVAILABLE COMMITMENT" means, in relation to a Lender, the aggregate of
        its Total Facility A Commitments or, as the case may be, its Total
        Facility B Commitments minus, as applicable, the aggregate amount of its
        participation in any outstanding Facility A Loan or, as the case may be,
        Facility B Loan.

        "AVAILABLE FACILITY" means, in relation to Facility A or, as the case
        may be, Facility B, the aggregate for the time being of each Lender's
        Available Commitment in respect of Facility A or, as the case may be,
        Facility B.

        "BORROWER" is defined in the preamble to this Agreement.

        "BREAK COSTS" means the amount (if any) by which:




                                       1


        (a)    the interest which a Lender should have received for the period
               from the date of receipt of all or any part of its participation
               in a Loan or Unpaid Sum to the last day of the current Interest
               Period in respect of that Loan or Unpaid Sum, had the principal
               amount or Unpaid Sum received been paid on the last day of that
               Interest Period;

               exceeds:

        (b)    the amount which that Lender would be able to obtain by placing
               an amount equal to the principal amount of such Loan or such
               Unpaid Sum received by it on deposit with a leading bank in the
               London interbank market for a period starting on the Business Day
               following receipt or recovery and ending on the last day of the
               current Interest Period.

        "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
        Lenders are open for general business in London and New York.

        "COMMITMENT" means a Facility A Commitment or, as the case may be, a
        Facility B Commitment.

        "COMMON TERMS AGREEMENT" means the Common Terms Agreement dated on or
        about the date hereof among the Borrower, any other obligor party
        thereto from time to time, the Agent, The Law Debenture Trust
        Corporation p.l.c. (as Royalty Holder) and the Security Trustee.

        "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking
        substantially in a recommended form of the LMA as set out in Schedule 7
        (LMA Form of Confidentiality Undertaking) or in any other form agreed
        between the Borrower and the Agent.

        "DISCHARGED RIGHTS AND OBLIGATIONS" has the meaning given to it in
        Clause 18.5(b)(i).

        "DOLLARS" and "$" means the lawful currency of the United States of
        America.

        "FACILITIES" means Facility A and Facility B.

        "FACILITY A" means the term loan facility made available under this
        Agreement as described in Clause 2.1(a).

        "FACILITY A COMMITMENT" means:

        (a)    in relation to an Original Lender, the amount set opposite its
               name under the heading "Facility A Commitment" in Schedule 1 (The
               Original Lenders) and the amount of any other Facility A
               Commitment transferred to it under this Agreement; and

        (b)    in relation to any other Lender, the amount of any Facility A
               Commitment transferred to it under this Agreement,

        to the extent not cancelled, reduced or transferred by it under this
        Agreement.




                                       2


        "FACILITY A LOAN" means the loan made or to be made under Facility A or
        the principal amount outstanding for the time being of that loan.

        "FACILITY A LOAN REPAYMENT DATE" means each of:

        (a)    the date which is 15 months after the date hereof; and

        (b)    the last day of each three monthly period thereafter or such
               other dates as are agreed by the Lenders and the Borrower
               pursuant to the Common Terms Agreement.

        "FACILITY A OUTSTANDINGS" means the aggregate amount of the outstanding
        Facility A Loan.

         "FACILITY A REPAYMENT INSTALMENT AMOUNT" means one sixteenth of the
        principal amount of the outstanding Facility A Loan as at the day before
        the first Facility A Loan Repayment Date or such other amount as is
        agreed by the Lenders and the Borrower pursuant to the Common Terms
        Agreement.

        "FACILITY B" means the further term loan facility made available under
        this Agreement as described in Clause 2.1(b).

        "FACILITY B COMMITMENT" means:

        (a)    in relation to an Original Lender, the amount set opposite its
               name under the heading "Facility B Commitment" in Schedule 1 (The
               Original Lenders) and the amount of any other Facility B
               Commitment transferred to it under this Agreement; and

        (b)    in relation to any other Lender, the amount of any Facility B
               Commitment transferred to it under this Agreement,

        in each case to the extent not cancelled, reduced or transferred by it
        under this Agreement.

        "FACILITY B LOAN" means the loan made or to be made under Facility B or
        the principal amount outstanding for the time being of that loan.

        "FACILITY B LOAN REPAYMENT DATE" means:

        (a)    the date which is 15 months after the date hereof; and

        (b)    the last day of each three monthly period thereafter,

        or such other dates as are agreed by the Lenders and the Borrower
        pursuant to the Common Terms Agreement.

        "FACILITY B OUTSTANDINGS" means the aggregate amount of the outstanding
        Facility B Loan.

        "FACILITY B REPAYMENT INSTALMENT AMOUNT" means one sixteenth of the
        principal amount of the outstanding Facility B Loan as at the day before
        the first Facility B




                                       3


        Loan Repayment Date or such other amount as is agreed by the Lenders and
        the Borrower pursuant to the Common Terms Agreement.

        "FACILITY OFFICE" means the office or offices notified by a Lender to
        the Agent in writing on or before the date it becomes a Lender (or,
        following that date, by not less than five Business Days' written
        notice) as the office or offices through which it will perform its
        obligations under this Agreement.

        "FEE LETTER" means any letter or letters dated on or about the date of
        this Agreement between the Agent and the Borrower setting out any of the
        fees referred to in Clause 11.

        "FINANCE PARTY" means the Agent, the Security Trustee or a Lender.

        "HOLDING COMPANY" means, in relation to a company or corporation, any
        other company or corporation in respect of which it is a Subsidiary.

        "INTEREST PERIOD" means, in relation to a Loan, each period determined
        in accordance with Clause 9 and, in relation to an Unpaid Sum, each
        period determined in accordance with Clause 14.3 of the Common Terms
        Agreement.

        "LENDER" means:

        (a)    any Original Lender; and

        (b)    any person which has become a Party as a Lender in accordance
               with Clause 18,

        which in each case has not ceased to be a Party in accordance with the
        terms of this Agreement.

        "LIBOR" means, in relation to any Loan:

        (a)    the applicable Screen Rate; or

        (b)    (if no Screen Rate is available for Dollars for the Interest
               Period of that Loan) the arithmetic mean of the rates (rounded
               upwards to four decimal places) as supplied to the Agent at its
               request quoted by the Reference Banks to leading banks in the
               London interbank market,

        as of the Specified Time on the Quotation Day for the offering of
        deposits Dollars and for a period comparable to the Interest Period for
        that Loan.

        "LOAN" means a Facility A Loan or, as the case may be, a Facility B
        Loan.

        "LMA" means the Loan Market Association.

        "MAJORITY LENDERS" means, at any time:

        (a)    if there are no Loans then outstanding, a Lender or Lenders whose
               Commitments aggregate more than 66 2/3% of the Total Commitments
               (or, if




                                       4


               the Total Commitments have been reduced to zero, aggregated more
               than 66 2/3% of the Total Commitments immediately prior to the
               reduction); or

        (b)    at any other time, a Lender or Lenders whose participations in
               the Loans then outstanding aggregate more than 66 2/3% of all the
               Loans then outstanding.

        "MANDATORY COST" means the percentage rate per annum calculated by the
        Agent in accordance with Schedule 4 (Mandatory Cost Formula).

        "MARKET DISRUPTION EVENT" is defined in Clause 10.2(b).

        "MATURITY DATE" means the date which is five years after the date
        hereof.

        "MONTH" means a period starting on one day in a calendar month and
        ending on the numerically corresponding day in the next calendar month,
        except that:

        (a)    (subject to paragraph (c) below) if the numerically corresponding
               day is not a Business Day, that period shall end on the next
               Business Day in that calendar month in which that period is to
               end if there is one, or if there is not, on the immediately
               preceding Business Day;

        (b)    if there is no numerically corresponding day in the calendar
               month in which that period is to end, that period shall end on
               the last Business Day in that calendar month; and

        (c)    if an Interest Period begins on the last Business Day of a
               calendar month, that Interest Period shall end on the last
               Business Day in the calendar month in which that Interest Period
               is to end.

        The above rules will only apply to the last Month of any period.

        "OUTSTANDINGS" means the aggregate of the Facility A Outstandings and
        the Facility B Outstandings.

        "PARTICIPATING MEMBER STATE" means any member state of the European
        Communities that adopts or has adopted the euro as its lawful currency
        in accordance with legislation of the European Union relating to
        European Monetary Union.

        "PARTY" means a party to this Agreement and includes its successors in
        title, permitted assigns and permitted transferees.

        "QUOTATION DAY" means, in relation to any period for which an interest
        rate is to be determined, two Business Days before the first day of that
        period unless market practice differs in the London interbank market, in
        which case the Quotation Day will be determined by the Agent in
        accordance with market practice in the London interbank market (and if
        quotations would normally be given by leading banks in the London
        interbank market on more than one day, the Quotation Day will be the
        last of those days).

        "RECOVERING LENDER" has the meaning given to it in Clause 22.1.




                                       5


        "REFERENCE BANKS" means such banks as may be appointed by the Agent for
        the purposes of calculating LIBOR.

        "SCREEN RATE" means the British Bankers' Association Interest Settlement
        Rate for Dollars for the relevant period displayed on the appropriate
        page of the Reuters screen. If the agreed page is replaced or service
        ceases to be available, the Agent may specify another page or service
        displaying the appropriate rate after consultation with the Borrower and
        the Lenders.

        "SECURITY TRUSTEE" means Standard Bank London Limited in its capacity as
        Security Trustee under the Common Terms Agreement.

        "SELECTION NOTICE" means a notice substantially in the form set out in
        Part II of Schedule 3 (Requests) given in accordance with Clause 9 in
        relation to any Facility.

        "SHARING PAYMENT" has the meaning given to it in Clause 22.1(c).

        "SPECIFIED TIME" means a time determined in accordance with Schedule 6
        (Timetables).

        "SUBSIDIARY" means a subsidiary within the meaning of section 736 of the
        Companies Act 1985.

        "TAX" means any tax, levy, impost, duty or other charge or withholding
        of a similar nature (including any penalty or interest payable in
        connection with any failure to pay or any delay in paying any of the
        same).

        "TAX DEDUCTION" means a deduction or withholding for or on account of
        Tax from a payment under a Finance Document.

        "TAXES ACT" means the Income and Corporation Taxes Act 1988.

        "TERMINATION DATE" means:

        (a)    in relation to Facility A, the day before the first Facility A
               Loan Repayment Date; and

        (b)    in relation to Facility B, the day before the first Facility B
               Loan Repayment Date.

        "TOTAL COMMITMENTS" means the aggregate of the Total Facility A
        Commitments and the Total Facility B Commitments, being $9,000,000 at
        the date of this Agreement.

        "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A
        Commitments, being $4,000,000 at the date of this Agreement.

        "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B
        Commitments, being $5,000,000 at the date of this Agreement.




                                       6


        "TRANSFER CERTIFICATE" means a certificate substantially in one of the
        forms set out in Schedule 5 (Form of Transfer Certificates) or any other
        form agreed between the Agent and the Borrower.

        "TRANSFER DATE" means, in relation to a transfer, the later of:

        (a)    the proposed Transfer Date specified in the Transfer Certificate;
               and

        (b)    the date on which the Agent executes the Transfer Certificate.

        "UNPAID SUM" means any sum due and payable but unpaid by the Borrower
        under the Finance Documents.

        "UTILISATION" means a utilisation of either of the Facilities.

        "UTILISATION DATE" means the date of a Utilisation, being the date on
        which the relevant Loan is to be made.

        "UTILISATION REQUEST" means a notice substantially in the form set out
        in Part I of Schedule 3 (Requests).

        "VAT" means value added tax as provided for in the Value Added Tax Act
        1994 and any other tax of a similar nature.

1.2     CONSTRUCTION

        (a)    Any reference in this Agreement to:

               (i)    "ASSETS" includes present and future properties, revenues
                      and rights of every description;

               (ii)   a "FINANCE DOCUMENT" or any other agreement or instrument
                      is a reference to that Finance Document or other agreement
                      or instrument as amended or novated;

               (iii)  "INDEBTEDNESS" includes any obligation (whether incurred
                      as principal or as surety) for the payment or repayment of
                      money, whether present or future, actual or contingent;

               (iv)   a "PERSON" includes any person, firm, company,
                      corporation, government, state or agency of a state or any
                      association, trust or partnership (whether or not having
                      separate legal personality) or two or more of the
                      foregoing;

               (v)    a "REGULATION" includes any regulation, rule, official
                      directive, request or guideline (whether or not having the
                      force of law) of any governmental, intergovernmental or
                      supranational body, agency, department or regulatory,
                      self-regulatory or other authority or organisation;

               (vi)   a provision of law is a reference to that provision as
                      amended or re-enacted; and




                                       7


               (vii)  unless a contrary indication appears, a time of day is a
                      reference to London time.

        (b)    Section, Clause and Schedule headings are for ease of reference
               only.

        (c)    Unless a contrary indication appears, a term used in any other
               Finance Document or in any notice given under or in connection
               with any Finance Document has the same meaning in that Finance
               Document or notice as in this Agreement.

1.3     THIRD PARTY RIGHTS

        (a)    Except as provided in a Finance Document, the terms of a Finance
               Document may be enforced only by a party to it and the operation
               of the Contracts (Rights of Third Parties) Act 1999 is excluded.

        (b)    Notwithstanding any provision of any Finance Document, the
               Parties to a Finance Document do not require the consent of any
               third party to rescind or vary any Finance Document at any time.


                                     PART 2

                                 THE FACILITIES


2.      THE FACILITIES

2.1     THE FACILITIES

Subject to the terms of this Agreement, the Lenders make available to the
Borrower:

        (a)    a dollar term loan facility in an aggregate amount equal to the
               Total Facility A Commitments; and

        (b)    a further dollar term loan facility in an aggregate amount equal
               to the Total Facility B Commitments.

Each facility may only be utilised in a single drawing.

2.2     LENDERS' RIGHTS AND OBLIGATIONS

        (a)    The obligations of each Lender under the Finance Documents are
               several. Failure by a Lender to perform its obligations under the
               Finance Documents does not affect the obligations of any other
               Party under the Finance Documents. No Finance Party is
               responsible for the obligations of any other Finance Party under
               the Finance Documents.

        (b)    The rights of each Lender under or in connection with the Finance
               Documents are separate and independent rights and any debt
               arising under the Finance Documents to a Lender from the Borrower
               shall be a separate and independent debt.




                                       8


        (c)    A Finance Party may, except as otherwise stated in the Finance
               Documents, separately enforce its rights under the Finance
               Documents.

3.      PURPOSE

3.1     PURPOSE

        (a)    The Borrower shall apply all amounts borrowed by it under
               Facility A towards financing the initial purchase consideration
               in accordance with the Asset Sale Agreements.

        (b)    The Borrower shall apply all amounts borrowed by it under
               Facility B towards financing the deferred purchase consideration
               in accordance with the Asset Sale Agreements.

3.2     MONITORING

No Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

4.      CONDITIONS OF UTILISATION

4.1     INITIAL CONDITIONS PRECEDENT

The Borrower may not deliver a Utilisation Request in respect of the Facility A
Loan or, as the case may be, the Facility B Loan, unless the Agent has received
all of the documents and other evidence listed in Part I of Schedule 2 and in
respect of a Facility B Loan, all additional documents and other evidence listed
in Part II of Schedule 2, or permanently waived such requirements, and in each
case in form and substance satisfactory to the Agent. The Agent shall, in each
case, notify the Borrower and the Lenders promptly upon being so satisfied.

4.2     FURTHER CONDITIONS PRECEDENT

The Lenders will only be obliged to comply with Clause 5.4 if on the date of the
Utilisation Request and on the proposed Utilisation Date:

        (a)    no Default is continuing or would result from the proposed Loan;
               and

        (b)    the Repeating Representations to be made by the Borrower on the
               date of such Utilisation Request and on such Utilisation Date are
               true in all material respects.


                                     PART 3

                                   UTILISATION


5.      UTILISATION

5.1     DELIVERY OF A UTILISATION REQUEST

The Borrower may utilise a Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.




                                       9


5.2     COMPLETION OF A UTILISATION REQUEST

        (a)    Each Utilisation Request is irrevocable and will not be regarded
               as having been duly completed unless:

               (i)    it identifies the Facility to be utilised;

               (ii)   the proposed Utilisation Date is a Business Day within the
                      Availability Period applicable to that Facility;

               (iii)  the currency and the amount of such Utilisation comply
                      with Clause 5.3; and

               (iv)   the proposed Interest Period complies with Clause 9.

        (b)    Only one Loan may be requested in each Utilisation Request.

5.3     CURRENCY AND AMOUNT

        (a)    The currency specified in a Utilisation Request must be Dollars.

        (b)    The amount of the proposed Loan must be an amount which is equal
               to the Available Facility for such Loan.

5.4     LENDERS' PARTICIPATION

        (a)    If the conditions set out in this Agreement have been met, each
               Lender shall make its participation in each Loan available
               through its Facility Office.

        (b)    The amount of each Lender's participation in each Loan will be
               equal to the proportion borne by its Available Commitment to the
               Available Facility immediately prior to making the Loan.

        (c)    The Agent shall notify each Lender of the amount of each Loan at
               the Specified Time.


                                     PART 4

                     REPAYMENT, PREPAYMENT AND CANCELLATION


6.      REPAYMENT

6.1     REPAYMENT OF FACILITY A LOAN

        (a)    The Borrower shall repay the Facility A Loan in instalments on
               each Facility A Loan Repayment Date such that the amount of the
               Facility A Loan is reduced on each Facility A Loan Repayment Date
               by an amount equal to the Facility A Repayment Instalment Amount
               and to zero by the Maturity Date.

        (b)    The Borrower may not reborrow any part of Facility A which is
               repaid.




                                       10


6.2     REPAYMENT OF FACILITY B LOAN

        (a)    The Borrower shall repay the Facility B Loan in instalments on
               each Facility B Loan Repayment Date such that the amount of the
               Facility B Loan is reduced on each Facility B Loan Repayment Date
               by an amount equal to the Facility B Repayment Instalment Amount
               and to zero by the Maturity Date.

        (b)    The Borrower may not reborrow any part of Facility B which is
               repaid.

6.3     MANDATORY PREPAYMENT FOLLOWING CASH SWEEP

        (a)    The Borrower shall, on each Cash Sweep Date on and from Economic
               Completion, make a mandatory prepayment of the Outstandings on
               such Cash Sweep Date in a principal amount equal to Excess Cash
               Flow for the Cash Flow Period most recently ended prior to such
               Cash Sweep Date.

        (b)    Each prepayment pursuant to Clause (a) shall be applied first to
               the Facility B Loan (if any such Loan is outstanding) or, if no
               Facility B Loan is outstanding, to the Facility A Loan.

        (c)    Any prepayment under this Clause 6.3 shall satisfy the
               obligations under Clause 6.2 or, as the case may be, Clause 6.1
               in inverse order.

7.      PREPAYMENT AND CANCELLATION

7.1     ILLEGALITY

If it becomes unlawful in any jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund its participation in
any Loan:

        (a)    that Lender shall promptly notify the Agent upon becoming aware
               of that event;

        (b)    upon the Agent notifying the Borrower, the Commitment of that
               Lender will be immediately cancelled; and

        (c)    the Borrower shall repay that Lender's participation in the Loans
               made to it on the last day of the Interest Period for each Loan
               occurring after the Agent has notified the Borrower or, if
               earlier, the date specified by the Lender in the notice delivered
               to the Agent (being no earlier than the last day of any
               applicable grace period permitted by law).

7.2     CHANGE OF CONTROL

        (a)    If SGL or any subsequent Holding Company from time to time ceases
               to control the Borrower:

               (i)    the Borrower shall promptly notify the Agent upon becoming
                      aware of that event;

               (ii)   if the Majority Lenders so require, the Agent shall cancel
                      the Facilities and declare all outstanding Loans, together
                      with accrued interest, and




                                       11


                      all other amounts accrued under the Finance Documents
                      immediately due and payable, whereupon the Facilities will
                      be cancelled and all such outstanding amounts will become
                      immediately due and payable.

        (b)    For the purpose of paragraph (a) above "CONTROL" means to
               exercise or control the exercise of more than 50 per cent. (50%)
               of the total voting rights conferred upon the holders of the
               entire issued share capital for the time being of the Borrower.

7.3     VOLUNTARY CANCELLATION

The Borrower may, if it gives the Agent not less than 5 Business Days' (or such
shorter period as the Majority Lenders may agree) prior notice, cancel the whole
or any part (being a minimum amount of U.S.$500,000) of an Available Facility.
Any cancellation under this Clause 7.3 shall reduce the Commitments of the
Lenders rateably under that Facility.

7.4     VOLUNTARY PREPAYMENT OF LOANS

        (a)    The Borrower may, if it gives the Agent not less than 5 Business
               Days' (or such shorter period as the Majority Lenders may agree)
               prior notice, prepay the whole or any part of the Facility A Loan
               or, as the case may be, Facility B Loan (but, if in part, being
               an amount that reduces the amount of the Facility A Loan or, as
               the case may be, Facility B Loan by a minimum amount of
               U.S.$500,000).

        (b)    A Facility A Loan or, as the case may be, a Facility B Loan may
               only be prepaid after the last day of the applicable Availability
               Period (or, if earlier, the day on which the applicable Available
               Facility is zero).

Any prepayment under this Clause 7.4 shall satisfy the obligations under Clause
6.1 or, as the case may be, Clause 6.2 in inverse order.

7.5     RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER

        (a)    If:

               (i)    any sum payable to any Lender by the Borrower is required
                      to be increased under Clauses 8.1(c) or 12.1(a); or

               (ii)   any Lender claims indemnification from the Borrower under
                      Clause 15.5 of the Common Terms Agreement,

               the Borrower may, whilst the circumstance giving rise to the
               requirement or indemnification continues, give the Agent notice
               of cancellation of the Commitment of that Lender and its
               intention to procure the repayment of that Lender's participation
               in the Loans.

        (b)    On receipt of a notice referred to in paragraph (a) above, the
               Commitment of that Lender shall immediately be reduced to zero.

        (c)    On the last day of each Interest Period which ends after the
               Borrower has given notice under paragraph (a) above (or, if
               earlier, the date specified by the




                                       12


               Borrower in that notice), the Borrower shall repay that Lender's
               participation in that Loan.

7.6     RESTRICTIONS

        (a)    Any notice of cancellation or prepayment given by any Party under
               this Clause 7 shall be irrevocable and, unless a contrary
               indication appears in this Agreement, shall specify the date or
               dates upon which the relevant cancellation or prepayment is to be
               made and the amount of that cancellation or prepayment.

        (b)    Any prepayment under this Agreement shall be made together with
               accrued interest on the amount prepaid and, subject to any Break
               Costs, without premium or penalty and the Available Commitments
               will be reduced pro rata.

        (c)    No Borrower may reborrow any part of any Facility which is
               prepaid.

        (d)    The Borrowers shall not repay or prepay all or any part of the
               Loans or cancel all or any part of the Commitments except at the
               times and in the manner expressly provided for in this Agreement.

        (e)    No amount of the Total Commitments cancelled under this Agreement
               may be subsequently reinstated.

        (f)    If the Agent receives a notice under this Clause 7 it shall
               promptly forward a copy of that notice to either the Borrower or
               the affected Lender, as appropriate.


                                     PART 5

                              COSTS OF UTILISATION


8.      INTEREST

8.1     CALCULATION OF INTEREST

The rate of interest on each Loan for each Interest Period is the percentage
rate per annum which is the aggregate of the:

        (a)    Applicable Margin;

        (b)    LIBOR; and

        (c)    the Mandatory Cost, if any.

8.2     PAYMENT OF INTEREST

Interest shall accrue on each Loan and the Borrower shall pay interest as set
forth below:

        (a)    during the period up to the New Ownership Date, accrued interest
               shall be paid by the Borrower on the New Ownership Date or, at
               the election of the Agent, on demand from time to time;




                                       13


        (b)    during the twelve month period commencing on the day immediately
               after the New Ownership Date, interest due but unpaid may remain
               unpaid but shall be capitalised at monthly intervals during that
               12 month period; and

        (c)    commencing with the period thereafter, accrued interest shall be
               paid by the Borrower on the last day of each Interest Period
               (commencing with the first such Interest Period ending after such
               12 month period) or, if such Interest Period is in excess of
               three months, on each Cash Sweep Date falling during such
               Interest Period.

8.3     NOTIFICATION OF RATES OF INTEREST

The Agent shall promptly notify the Lenders and the Borrower of the
determination of a rate of interest under this Agreement.

9.      INTEREST PERIODS

9.1     SELECTION OF INTEREST PERIODS

        (a)    The Borrower may select an Interest Period for a Loan in the
               Utilisation Request for that Loan or (if the Loan has already
               been borrowed) in a Selection Notice.

        (b)    Each Selection Notice for a Loan is irrevocable and must be
               delivered to the Agent by the Borrower to which that Loan was
               made not later than the Specified Time.

        (c)    If the Borrower fails to deliver a Selection Notice to the Agent
               in accordance with paragraph (b) above, the relevant Interest
               Period will, subject to Clause 8, be one Month.

        (d)    Subject to this Clause 9, the Borrower may select an Interest
               Period of one, three or six Months or any other period agreed
               between the Borrower and the Agent (acting on the instructions of
               all the Lenders). In addition, the Borrower may select an
               Interest Period of, in relation to Facility A or, as the case may
               be, Facility B a period of less than one Month, if necessary to
               ensure that such Interest Period will end on a Facility A
               Repayment Date as determined in accordance with Clause 6.1 or, as
               the case may be, a Facility B Repayment Date as determined in
               accordance with Clause 6.2.

        (e)    Subject to Clause (g), an Interest Period for a Loan shall not
               extend beyond the Maturity Date or beyond the next Cash Sweep
               Date.

        (f)    The first Interest Period for a Loan shall start on the date such
               Loan is made and for all succeeding Interest Periods shall start
               on the last day of its preceding Interest Period.

               (g) The Borrower may only select an Interest Period for a Loan
               which extends beyond a Cash Sweep Date if, on or prior to each
               Cash Sweep Date period falling during such Interest Period, the
               Borrower has deposited (and the Borrower hereby undertakes to
               deposit) with the Security Trustee in a blocked account
               (denominated in Dollars) other than a Project Account and which
               is




                                       14


               subject to a lien in favour of the Lenders, an amount not less
               than the aggregate interest accrued on such Loan during such
               Interest Period up to and including such Cash Sweep Date. The
               Borrower agrees that funds may only be withdrawn from such
               account to make payments of interest on such Loan.

9.2     NON-BUSINESS DAYS

If an Interest Period would otherwise end on a day which is not a Business Day,
that Interest Period will instead end on the next Business Day in that calendar
month (if there is one) or the preceding Business Day (if there is not).

10.     CHANGES TO THE CALCULATION OF INTEREST

10.1    ABSENCE OF QUOTATIONS

Subject to Clause 10.2, if LIBOR is to be determined by reference to the
Reference Banks but a Reference Bank does not supply a quotation by the
Specified Time on the Quotation Day, the applicable LIBOR shall be determined on
the basis of the quotations of the remaining Reference Banks.

10.2    MARKET DISRUPTION

        (a)    If a Market Disruption Event occurs in relation to a Loan for any
               Interest Period, then the rate of interest on each Lender's share
               of that Loan for the Interest Period shall be the rate per annum
               which is the sum of:

               (i)    the Applicable Margin;

               (ii)   the rate notified to the Agent by that Lender as soon as
                      practicable and in any event before interest is due to be
                      paid in respect of that Interest Period, to be that which
                      expresses as a percentage rate per annum the cost to that
                      Lender of funding its participation in that Loan from
                      whatever source it may reasonably select; and

               (iii)  the Mandatory Cost, if any, applicable to that Lender's
                      participation in the Loan.

        (b)    In this Agreement "MARKET DISRUPTION EVENT" means:

               (i)    at or about noon on the Quotation Day for the relevant
                      Interest Period the Screen Rate is not available and none
                      or only one of the Reference Banks supplies a rate to the
                      Agent to determine LIBOR for Dollars for the relevant
                      Interest Period; or

               (ii)   before close of business in London on the Quotation Day
                      for the relevant Interest Period, the Agent receives
                      notifications from a Lender or Lenders (whose
                      participations in a Loan exceed 25 per cent. of that Loan)
                      that the cost to it or them of obtaining matching deposits
                      in the London interbank market would be in excess of
                      LIBOR.




                                       15


10.3    ALTERNATIVE BASIS OF INTEREST OR FUNDING

        (a)    If a Market Disruption Event occurs and the Agent or the Borrower
               so requires, the Agent and the Borrower shall enter into
               negotiations (for a period of not more than thirty days) with a
               view to agreeing a substitute basis for determining the rate of
               interest.

        (b)    Any alternative basis agreed pursuant to paragraph (a) above
               shall, with the prior consent of all the Lenders and the
               Borrower, be binding on all Parties.

10.4    BREAK COSTS

        (a)    The Borrower shall, within three Business Days of demand by a
               Finance Party, pay to that Finance Party its Break Costs
               attributable to all or any part of a Loan or Unpaid Sum being
               paid by the Borrower on a day other than the last day of an
               Interest Period for that Loan or Unpaid Sum.

        (b)    Each Lender shall, as soon as reasonably practicable after a
               demand by the Agent, provide a certificate confirming the amount
               of its Break Costs for any Interest Period in which they accrue.

11.     FEES

The Borrower shall pay to the Agent (for its own account) an agency fee in the
amount and at the times agreed in a Fee Letter.


                                     PART 6

                         ADDITIONAL PAYMENT OBLIGATIONS


12.     INCREASED COSTS

12.1    INCREASED COSTS

        (a)    Subject to Clause 12.3 the Borrower shall, within three Business
               Days of a demand by the Agent, pay for the account of a Finance
               Party the amount of any Increased Costs incurred by that Finance
               Party or any of its Affiliates as a result of (i) the
               introduction of or any change in (or in the interpretation or
               application of) any law or regulation or (ii) compliance with any
               law or regulation made after the date of this Agreement.

        (b)    In this Agreement "INCREASED COSTS" means:

               (i)    a reduction in the rate of return from a Facility or on a
                      Finance Party's (or its Affiliate's) overall capital;

               (ii)   an additional or increased cost; or

               (iii)  a reduction of any amount due and payable under any
                      Finance Document,




                                       16


               which is incurred or suffered by a Finance Party or any of its
               Affiliates to the extent that it is attributable to that Finance
               Party having entered into its Commitment or funding or performing
               its obligations under any Finance Document.

12.2    INCREASED COST CLAIMS

        (a)    A Finance Party intending to make a claim pursuant to Clause 12.1
               shall notify the Agent of the event giving rise to the claim,
               following which the Agent shall promptly notify the Borrower.

        (b)    Each Finance Party shall, as soon as practicable after a demand
               by the Agent, provide a certificate confirming the amount of its
               Increased Costs.

12.3    EXCEPTIONS

        Clause 12.1 does not apply to the extent any Increased Cost is:

        (a)    attributable to a Tax Deduction required by law to be made by the
               Borrower;

        (b)    compensated for by the payment of the Mandatory Cost; or

        (c)    attributable to the wilful breach by the relevant Finance Party
               or its Affiliates of any law or regulation.

13.     INDEMNITY TO THE AGENT

The Borrower shall promptly indemnify the Agent against any cost, loss or
liability incurred by the Agent (acting reasonably) as a result of:

        (a)    investigating any event which it reasonably believes is a
               Default; or

        (b)    acting or relying on any notice, request or instruction which it
               reasonably believes to be genuine, correct and appropriately
               authorised.

14.     MITIGATION BY THE LENDERS

14.1    MITIGATION

        (a)    Each Finance Party shall, in consultation with the Borrower, take
               all reasonable steps to mitigate any circumstances which arise
               and which would result in any amount becoming payable by way of
               additional Mandatory Cost or under, or cancelled pursuant to, any
               of Clause 7.1 or Clause 12 including (but not limited to)
               transferring its rights and obligations under the Finance
               Documents to another Affiliate or Facility Office.

        (b)    Paragraph (a) above does not in any way limit the obligations of
               the Borrower under the Finance Documents.




                                       17


14.2    LIMITATION OF LIABILITY

        (a)    The Borrower, provided it has approved the material steps taken
               under Clause 14.1, shall indemnify each Finance Party for all
               costs and expenses reasonably incurred by that Finance Party as a
               result of steps taken by it under Clause 14.1.

        (b)    A Finance Party is not obliged to take any steps under Clause
               14.1 if, in the opinion of that Finance Party (acting
               reasonably), to do so might be prejudicial to it.

15.     COSTS AND EXPENSES

If:

        (a)    the Borrower requests an amendment, waiver or consent; or

        (b)    an amendment is required pursuant to Clause 23.9;

the Borrower shall, within three Business Days of demand, reimburse the Agent
for the amount of all costs and expenses (including legal fees) reasonably
incurred by the Agent in responding to, evaluating, negotiating or complying
with that request or requirement.


                                     PART 7

                      REPRESENTATIONS AND EVENTS OF DEFAULT


16.     REPRESENTATIONS

The representations of the Borrower set forth in Clause 4 of the Common Terms
Agreement shall be true and correct in all material respects as of the date of
this Agreement and from time to time as repeated in the case of each of the
Repeating Representations.

17.     EVENTS OF DEFAULT

On and at any time after the occurrence of an Event of Default the Agent may,
and shall (subject to the applicable grace period, if any, in the Common Terms
Agreement) if so directed by the Majority Lenders, by notice to the Borrower:

        (a)    cancel the Total Commitments whereupon they shall immediately be
               cancelled;

        (b)    declare that all or part of the Loans, together with accrued
               interest, and all other amounts accrued under the Finance
               Documents be immediately due and payable, whereupon they shall
               become immediately due and payable; and/or

        (c)    declare that all or part of the Loans be payable on demand,
               whereupon they shall immediately become payable on demand by the
               Agent on the instructions of the Majority Lenders.




                                       18


                                     PART 8

                               CHANGES TO PARTIES


18.     CHANGES TO THE LENDERS

18.1    ASSIGNMENTS AND TRANSFERS BY THE LENDERS

Subject to this Clause 18, a Lender (the "EXISTING LENDER") may:

        (a)    assign any of its rights; or

        (b)    transfer by novation any of its rights and obligations,

to another bank or financial institution (the "NEW LENDER").

18.2    CONDITIONS OF ASSIGNMENT OR TRANSFER

        (a)    The consent of the Borrower is required for an assignment or
               transfer by a Lender, unless the assignment or transfer is to
               another Lender or an Affiliate of a Lender.

        (b)    The consent of the Borrower to an assignment or transfer must not
               be unreasonably withheld or delayed. The Borrower will be deemed
               to have given its consent five Business Days after the Lender has
               requested it unless consent is expressly refused by the Borrower
               within that time or unless Clause 7.1 would apply to the assignee
               or the transferee immediately after such transfer or assignment.

        (c)    An assignment will only be effective on receipt by the Agent of
               written confirmation from the New Lender (in form and substance
               satisfactory to the Agent) that the New Lender will assume the
               same obligations to the other Finance Parties as it would have
               been under if it was an Original Lender.

        (d)    A transfer will only be effective if the procedure set out in
               Clause 18.5 is complied with.

        (e)    Any assignment or transfer by an Existing Lender to a New Lender
               shall only be effective if it transfers or assigns the Existing
               Lender's share of each Facility pro rata.

        (f)    If:

               (i)    a Lender assigns or transfers any of its rights or
                      obligations under the Finance Documents or changes its
                      Facility Office; and

               (ii)   as a result of circumstances existing at the date the
                      assignment, transfer or change occurs, the Borrower would
                      be obliged to make a payment to the New Lender or Lender
                      acting through its new Facility Office under Clause
                      15.5(a) of the Common Terms Agreement, Clause 8.1(c) or
                      Clause 12,




                                       19


                      then the New Lender or Lender acting through its new
                      Facility Office is only entitled to receive payment under
                      those Clauses to the same extent as the Existing Lender or
                      Lender acting through its previous Facility Office would
                      have been if the assignment, transfer or change had not
                      occurred.

18.3    ASSIGNMENT OR TRANSFER FEE

The New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of $1,000.

18.4    LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

        (a)    Unless expressly agreed to the contrary, an Existing Lender makes
               no representation or warranty and assumes no responsibility to a
               New Lender for:

               (i)    the legality, validity, effectiveness, adequacy or
                      enforceability of the Finance Documents or any other
                      documents;

               (ii)   the financial condition of any Obligor;

               (iii)  the performance and observance by any Obligor of its
                      obligations under the Finance Documents or any other
                      documents; or

               (iv)   the accuracy of any statements (whether written or oral)
                      made in or in connection with any Finance Document or any
                      other document,

               and any representations or warranties implied by law are
               excluded.

        (b)    Each New Lender confirms to the Existing Lender and the other
               Finance Parties that it:

               (i)    has made (and shall continue to make) its own independent
                      investigation and assessment of the financial condition
                      and affairs of each Obligor and its related entities in
                      connection with its participation in this Agreement and
                      has not relied exclusively on any information provided to
                      it by the Existing Lender in connection with any Finance
                      Document; and

               (ii)   will continue to make its own independent appraisal of the
                      creditworthiness of each Obligor and its related entities
                      whilst any amount is or may be outstanding under the
                      Finance Documents or any Commitment is in force.

        (c)    Nothing in any Finance Document obliges an Existing Lender to:

               (i)    accept a re-transfer from a New Lender of any of the
                      rights and obligations assigned or transferred under this
                      Clause 18; or

               (ii)   support any losses directly or indirectly incurred by the
                      New Lender by reason of the non-performance by the
                      Borrower of its obligations under the Finance Documents or
                      otherwise.




                                       20


18.5    PROCEDURE FOR TRANSFER

        (a)    Subject to the conditions set out in Clause 18.2 a transfer is
               effected in accordance with paragraph (b) below when the Agent
               executes an otherwise duly completed Transfer Certificate
               delivered to it by the Existing Lender and the New Lender. The
               Agent shall, as soon as reasonably practicable after receipt by
               it of a duly completed Transfer Certificate appearing on its face
               to comply with the terms of this Agreement and delivered in
               accordance with the terms of this Agreement, execute that
               Transfer Certificate.

        (b)    On the Transfer Date:

               (i)    to the extent that in the Transfer Certificate the
                      Existing Lender seeks to transfer by novation its rights
                      and obligations under the Finance Documents each of the
                      Borrower and the Existing Lender shall be released from
                      further obligations towards one another under the Finance
                      Documents and their respective rights against one another
                      shall be cancelled (being the "DISCHARGED RIGHTS AND
                      OBLIGATIONS");

               (ii)   the Borrower and the New Lender shall assume obligations
                      towards one another and/or acquire rights against one
                      another which differ from the Discharged Rights and
                      Obligations only insofar as the Borrower and the New
                      Lender have assumed and/or acquired the same in place of
                      the Borrower and the Existing Lender;

               (iii)  the Agent, the New Lender and other Lenders shall acquire
                      the same rights and assume the same obligations between
                      themselves as they would have acquired and assumed had the
                      New Lender been an Original Lender with the rights and/or
                      obligations acquired or assumed by it as a result of the
                      transfer and to that extent the Agent and the Existing
                      Lender shall each be released from further obligations to
                      each other under this Agreement; and

               (iv)   the New Lender shall become a Party as a "Lender".

18.6    DISCLOSURE OF INFORMATION

Any Lender may disclose to any of its Affiliates and any other person:

        (a)    to (or through) whom that Lender assigns or transfers (or may
               potentially assign or transfer) all or any of its rights and
               obligations under this Agreement;

        (b)    with (or through) whom that Lender enters into (or may
               potentially enter into) any sub-participation in relation to, or
               any other transaction under which payments are to be made by
               reference to, this Agreement or the Borrower; or

        (c)    to whom, and to the extent that, information is required to be
               disclosed by any applicable law or regulation,




                                       21


any information about the Borrower, the Group and the Finance Documents as that
Lender shall consider appropriate if, in relation to paragraphs (a) and (b)
above, the person to whom the information is to be given has entered into a
Confidentiality Undertaking.

19.     NO CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.


                                     PART 9

                               THE FINANCE PARTIES


20.     ROLE OF THE AGENT

20.1    APPOINTMENT OF THE AGENT

        (a)    The Lenders appoint the Agent to act as its agent under and in
               connection with the Finance Documents.

        (b)    The Lenders authorise the Agent to exercise the rights, powers,
               authorities and discretions specifically given to the Agent under
               or in connection with the Finance Documents together with any
               other incidental rights, powers, authorities and discretions.

20.2    DUTIES OF THE AGENT

        (a)    The Agent shall promptly forward to a Party the original or a
               copy of any document which is delivered to the Agent for that
               Party by any other Party.

        (b)    If the Agent receives notice from a Party referring to this
               Agreement, describing a Default and stating that the circumstance
               described is a Default, it shall promptly notify the Lenders.

        (c)    The Agent's duties under the Finance Documents are solely
               mechanical and administrative in nature.

20.3    NO FIDUCIARY DUTIES

        (a)    Nothing in this Agreement constitutes the Agent as a trustee or
               fiduciary of any other person.

        (b)    The Agent shall not be bound to account to any Lender for any sum
               or the profit element of any sum received by it for its own
               account.

20.4    BUSINESS WITH THE GROUP

The Agent may accept deposits from, lend money to and generally engage in any
kind of banking or other business with any member of the Group.




                                       22


20.5    RIGHTS AND DISCRETIONS OF THE AGENT

        (a)    The Agent may rely on:

               (i)    any representation, notice or document believed by it to
                      be genuine, correct and appropriately authorised; and

               (ii)   any statement made by a director, authorised signatory or
                      employee of any person regarding any matters which may
                      reasonably be assumed to be within his knowledge or within
                      his power to verify.

        (b)    The Agent may assume (unless it has received notice to the
               contrary in its capacity as agent for the Lenders) that:

               (i)    no Default has occurred (unless it has actual knowledge of
                      a Default arising under Clause 7.1 of the Common Terms
                      Agreement); and

               (ii)   any right, power, authority or discretion vested in any
                      Party or the Majority Lenders has not been exercised.

        (c)    The Agent may engage, pay for and rely on the advice or services
               of any lawyers, accountants, surveyors or other experts.

        (d)    The Agent may act in relation to the Finance Documents through
               its personnel and agents.

20.6    MAJORITY LENDERS' INSTRUCTIONS

        (a)    Unless a contrary indication appears in a Finance Document, the
               Agent shall:

               (i)    act in accordance with any instructions given to it by the
                      Majority Lenders (or, if so instructed by the Majority
                      Lenders, refrain from acting or exercising any right,
                      power, authority or discretion vested in it as Agent); and

               (ii)   not be liable for any act (or omission) if it acts (or
                      refrains from taking any action) in accordance with such
                      an instruction of the Majority Lenders.

        (b)    Unless a contrary indication appears in a Finance Document, any
               instructions given by the Majority Lenders will be binding on all
               the Lenders.

        (c)    The Agent may refrain from acting in accordance with the
               instructions of the Majority Lenders (or, if appropriate, the
               Lenders) until it has received such lien as it may require for
               any cost, loss or liability (together with any associated VAT)
               which it may incur in complying with the instructions.

        (d)    In the absence of instructions from the Majority Lenders, (or, if
               appropriate, the Lenders) the Agent may act (or refrain from
               taking action) as it considers to be in the best interest of the
               Lenders.




                                       23


        (e)    The Agent is not authorised to act on behalf of a Lender without
               first obtaining that Lender's consent in any legal or arbitration
               proceedings relating to any Finance Document.

20.7    RESPONSIBILITY FOR DOCUMENTATION

The Agent:

        (a)    is not responsible for the adequacy, accuracy and/or completeness
               of any information (whether oral or written) supplied by the
               Agent, the Borrower or any other person given in or in connection
               with any Finance Document; or

        (b)    is not responsible for the legality, validity, effectiveness,
               adequacy or enforceability of any Finance Document or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of or in connection with any Finance Document.

20.8    EXCLUSION OF LIABILITY

        (a)    Without limiting paragraph (b) below, the Agent will not be
               liable for any action taken by it under or in connection with any
               Finance Document, unless directly caused by its gross negligence
               or wilful misconduct.

        (b)    No Party may take any proceedings against any officer, employee
               or agent of the Agent in respect of any claim it might have
               against the Agent or in respect of any act or omission of any
               kind by that officer, employee or agent in relation to any
               Finance Document and any officer, employee or agent of the Agent
               may rely on this Clause. Any third party referred to in this
               paragraph (b) may enjoy the benefit of or enforce the terms of
               this paragraph in accordance with the provisions of the Contracts
               (Rights of Third Parties) Act 1999.

        (c)    The Agent will not be liable for any delay (or any related
               consequences) in crediting an account with an amount required
               under the Finance Documents to be paid by the Agent if the Agent
               has taken all necessary steps as soon as reasonably practicable
               to comply with the regulations or operating procedures of any
               recognised clearing or settlement system used by the Agent for
               that purpose.

20.9    LENDERS' INDEMNITY TO THE AGENT

Each Lender shall (in proportion to its share of:

        (a)    the Total Commitment; or

        (b)    if the Total Commitments are then zero, to its share of the
               aggregate amount of all Outstandings)

indemnify the Agent, within three Business Days of demand, against any cost,
loss or liability incurred by the Agent (otherwise than by reason of the Agent's
gross negligence or wilful misconduct) in acting as Agent under the Finance
Documents (unless the Agent has been reimbursed by the Borrower pursuant to a
Finance Document).




                                       24


20.10   RESIGNATION OF THE AGENT

        (a)    The Agent may resign and appoint one of its Affiliates acting
               through an office in the United Kingdom as successor by giving
               notice to the Lenders and the Borrower.

        (b)    Alternatively the Agent may resign by giving notice to the
               Lenders and the Borrower, in which case the Majority Lenders
               (after consultation with the Borrower) may appoint a successor
               Agent.

        (c)    If the Majority Lenders have not appointed a successor Agent in
               accordance with paragraph (b) above within 30 days after notice
               of resignation was given, the Agent (after consultation with the
               Borrower) may appoint a successor Agent (acting through an office
               in the United Kingdom).

        (d)    The retiring Agent shall, at its own cost, make available to the
               successor Agent such documents and records and provide such
               assistance as the successor Agent may reasonably request for the
               purposes of performing its functions as Agent under the Finance
               Documents.

        (e)    The Agent's resignation notice shall only take effect upon the
               appointment of a successor.

        (f)    Upon the appointment of a successor, the retiring Agent shall be
               discharged from any further obligation in respect of the Finance
               Documents but shall remain entitled to the benefit of this Clause
               20. Its successor and each of the other Parties shall have the
               same rights and obligations amongst themselves as they would have
               had if such successor had been an original Party.

        (g)    After consultation with the Borrower, the Majority Lenders may,
               by notice to the Agent, require it to resign in accordance with
               paragraph (b) above. In this event, the Agent shall resign in
               accordance with paragraph (b) above.

20.11   CONFIDENTIALITY

        (a)    In acting as agent for the Finance Parties, the Agent shall be
               regarded as acting through its agency division which shall be
               treated as a separate entity from any other of its divisions or
               departments.

        (b)    If information is received by another division or department of
               the Agent, it may be treated as confidential to that division or
               department and the Agent shall not be deemed to have notice of
               it.

        (c)    Notwithstanding any other provision of any Finance Document to
               the contrary, the Agent is not obliged to disclose to any other
               person:

               (i)    any confidential information; or

               (ii)   any other information if the disclosure would or might in
                      its reasonable opinion constitute a breach of any law or a
                      breach of a fiduciary duty.




                                       25


20.12   RELATIONSHIP WITH THE LENDERS

        (a)    The Agent may treat each Lender as a Lender, entitled to payments
               under this Agreement and acting through its Facility Office
               unless it has received not less than five Business Days prior
               notice from that Lender to the contrary in accordance with the
               terms of this Agreement.

        (b)    Each Lender shall supply the Agent with any information required
               by the Agent in order to calculate the Mandatory Cost in
               accordance with Schedule 4 (Mandatory Cost Formula).

20.13   CREDIT APPRAISAL BY THE LENDERS

Without affecting the responsibility of the Borrower for information supplied by
it or on its behalf in connection with any Finance Document, each Lender
confirms to the Agent that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but not
limited to:

        (a)    the financial condition, status and nature of each member of the
               Group or any Obligor;

        (b)    the legality, validity, effectiveness, adequacy or enforceability
               of any Finance Document and any other agreement, arrangement or
               document entered into, made or executed in anticipation of, under
               or in connection with any Finance Document;

        (c)    whether that Lender has recourse, and the nature and extent of
               that recourse, against any Party or any of its respective assets
               under or in connection with any Finance Document, the
               transactions contemplated by the Finance Documents or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of, under or in connection with any Finance
               Document; and

        (d)    the adequacy, accuracy and/or completeness of any information
               provided by the Agent, any Party or by any other person under or
               in connection with any Finance Document, the transactions
               contemplated by the Finance Documents or any other agreement,
               arrangement or document entered into, made or executed in
               anticipation of, under or in connection with any Finance
               Document.

20.14   LENDERS' TAX STATUS CONFIRMATION

Each Lender confirms in favour of the Agent on the date of this Agreement or, in
the case of a Lender which becomes a Party pursuant to a transfer or assignment,
on the date on which the relevant transfer or assignment becomes effective that
either:

        (a)    it is not resident for tax purposes in the United Kingdom and is
               beneficially entitled to its share of the Loan and associated
               interest; or

        (b)    it is a bank as defined for the purposes of section 349 of the
               Taxes Act and is beneficially entitled to its share of the Loan
               and associated interest,




                                       26


and each Lender shall promptly notify the Agent if there is any change in its
position from that set out above.

20.15   REFERENCE BANKS

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of
which it is an Affiliate) ceases to be a Lender, the Agent shall (in
consultation with the Borrower) appoint another Lender or an Affiliate of a
Lender to replace that Reference Bank.

20.16   AGENT'S MANAGEMENT TIME

Any amount payable to the Agent under Clause 15.4 of the Common Terms Agreement,
Clause 15 and Clause 20.9 shall include the cost of utilising the Agent's
management time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the Agent may notify to the Borrower and the
Lenders, and is in addition to any fee paid or payable to the Agent under
Clause 11.

20.17   COMMON TERMS AGREEMENT AND THE FINANCE DOCUMENTS

Each Lender authorises the Agent to enter into the Common Terms Agreement and
each other Finance Documents to which the Agent is party as agent for such
Lender and such Lender agrees to abide by the terms of the Common Terms
Agreement and such other Finance Documents.

21.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

        (a)    interfere with the right of any Finance Party to arrange its
               affairs (tax or otherwise) in whatever manner it thinks fit;

        (b)    oblige any Finance Party to investigate or claim any credit,
               relief, remission or repayment available to it or the extent,
               order and manner of any claim; or

        (c)    oblige any Finance Party to disclose any information relating to
               its affairs (tax or otherwise) or any computations in respect of
               Tax.

22.     SHARING AMONG THE LENDERS

22.1    PAYMENTS TO LENDERS

If a Lender (a "RECOVERING LENDER") receives or recovers any amount from the
Borrower other than in accordance with Clause 23 and applies that amount to a
payment due under the Finance Documents then, without prejudice to the terms of
the Common Terms Agreement (which shall prevail over this Clause 22):

        (a)    the Recovering Lender shall, within three Business Days, notify
               details of the receipt or recovery, to the Agent;

        (b)    the Agent shall determine whether the receipt or recovery is in
               excess of the amount the Recovering Lender would have been paid
               had the receipt or recovery been received or made by the Agent
               and distributed in accordance




                                       27


               with Clause 23, without taking account of any Tax which would be
               imposed on the Agent in relation to the receipt, recovery or
               distribution; and

        (c)    the Recovering Lender shall, within three Business Days of demand
               by the Agent, pay to the Agent an amount (the "SHARING PAYMENT")
               equal to such receipt or recovery less any amount which the Agent
               determines may be retained by the Recovering Lender as its share
               of any payment to be made, in accordance with Clause 23.5.

22.2    REDISTRIBUTION OF PAYMENTS

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower
and distribute it between the Finance Parties (other than the Recovering Lender)
in accordance with Clause 23.5.

22.3    RECOVERING LENDER'S RIGHTS

        (a)    On a distribution by the Agent under Clause 22.2, the Recovering
               Lender will be subrogated to the rights of the Finance Parties
               which have shared in the redistribution.

        (b)    If and to the extent that the Recovering Lender is not able to
               rely on its rights under paragraph (a) above, the Borrower shall
               be liable to the Recovering Lender for a debt equal to the
               Sharing Payment which is immediately due and payable.

22.4    REVERSAL OF REDISTRIBUTION

If any part of the Sharing Payment received or recovered by a Recovering Lender
becomes repayable and is repaid by that Recovering Lender, then:

        (a)    each Lender which has received a share of the relevant Sharing
               Payment pursuant to Clause 22.2 shall, upon request of the Agent,
               pay to the Agent for account of that Recovering Lender an amount
               equal to its share of the Sharing Payment (together with an
               amount as is necessary to reimburse that Recovering Lender for
               its proportion of any interest on the Sharing Payment which that
               Recovering Lender is required to pay); and

        (b)    that Recovering Lender's rights of subrogation in respect of any
               reimbursement shall be cancelled and the Borrower will be liable
               to the reimbursing Lender for the amount so reimbursed.

22.5    EXCEPTIONS

        (a)    This Clause 22 shall not apply to the extent that the Recovering
               Lender would not, after making any payment pursuant to this
               Clause, have a valid and enforceable claim against the Borrower.

        (b)    A Recovering Lender is not obliged to share with any other Lender
               any amount which the Recovering Lender has received or recovered
               as a result of taking legal or arbitration proceedings, if:




                                       28


               (i)    it notified the other Lenders of the legal or arbitration
                      proceedings; and

               (ii)   the other Lender had an opportunity to participate in
                      those legal or arbitration proceedings but did not do so
                      as soon as reasonably practicable having received notice
                      or did not take separate legal or arbitration proceedings.


                                     PART 10

                                 ADMINISTRATION


23.     PAYMENT MECHANICS

23.1    PAYMENTS TO THE AGENT

        (a)    Subject to the Common Terms Agreement, on each date on which the
               Borrower or a Lender is required to make a payment under a
               Finance Document, the Borrower or Lender shall make the same
               available to the Agent (unless a contrary indication appears in a
               Finance Document) for value on the due date at the time and in
               such funds specified by the Agent as being customary at the time
               for settlement of transactions in the relevant currency in the
               place of payment.

        (b)    Payment shall be made to such account in the principal financial
               centre of the country of that currency with such bank as the
               Agent specifies.

23.2    DISTRIBUTIONS BY THE AGENT

Each payment received by the Agent under the Finance Documents for another Party
shall, subject to Clause 23.3 and Clause 23.4 be made available by the Agent as
soon as practicable after receipt to the Party entitled to receive payment in
accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Agent by not
less than five Business Days' notice with a bank in the principal financial
centre of the country of that currency.

23.3    DISTRIBUTIONS TO THE BORROWER

The Agent may (with the consent of the Borrower or in accordance with Clause 24)
apply any amount received by it for the Borrower in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from the
Borrower under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.

23.4    CLAWBACK

        (a)    Where a sum is to be paid to the Agent under the Finance
               Documents for another Party, the Agent is not obliged to pay that
               sum to that other Party (or to enter into or perform any related
               exchange contract) until it has been able to establish to its
               satisfaction that it has actually received that sum.

        (b)    If the Agent pays an amount to another Party and it proves to be
               the case that the Agent had not actually received that amount,
               then the Party to whom that amount (or the proceeds of any
               related exchange contract) was paid by the




                                       29


               Agent shall on demand refund the same to the Agent together with
               interest on that amount from the date of payment to the date of
               receipt by the Agent, calculated by the Agent to reflect its cost
               of funds.

23.5    PARTIAL PAYMENTS

        (a)    If the Agent receives a payment that is insufficient to discharge
               all the amounts then due and payable by the Borrower under the
               Finance Documents, the Agent shall apply that payment towards the
               obligations of the Borrower under the Finance Documents in the
               following order:

               (i)    FIRST, in or towards payment pro rata of any unpaid fees,
                      costs and expenses of the Agent under the Finance
                      Documents;

               (ii)   SECONDLY, in or towards payment pro rata of any accrued
                      interest or commission due but unpaid under this
                      Agreement;

               (iii)  THIRDLY, in or towards payment pro rata of any principal
                      due but unpaid under this Agreement; and

               (iv)   FOURTHLY, in or towards payment pro rata of any other sum
                      due but unpaid under the Finance Documents.

        (b)    The Agent shall, if so directed by the Majority Lenders, vary the
               order set out in paragraphs (a)(ii) to (iv) above.

        (c)    Paragraphs (a) and (b) above will override any appropriation made
               by the Borrower.

23.6    NO SET-OFF BY THE BORROWER

All payments to be made by the Borrower under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

23.7    BUSINESS DAYS

        (a)    Any payment which is due to be made on a day that is not a
               Business Day shall be made on the next Business Day in the same
               calendar month (if there is one) or the preceding Business Day
               (if there is not).

        (b)    During any extension of the due date for payment of any principal
               or an Unpaid Sum under this Agreement interest is payable on the
               principal at the rate payable on the original due date.

23.8    CURRENCY OF ACCOUNT

        (a)    Subject to paragraphs (b) to (e) below, Dollars is the currency
               of account and payment for any sum due from the Borrower under
               any Finance Document.

        (b)    A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid
               Sum shall be made in the currency in which that Loan or Unpaid
               Sum is denominated on its due date.




                                       30


        (c)    Each payment of interest shall be made in the currency in which
               the sum in respect of which the interest is payable was
               denominated when that interest accrued.

        (d)    Each payment in respect of costs, expenses or Taxes shall be made
               in the currency in which the costs, expenses or Taxes are
               incurred.

        (e)    Any amount expressed to be payable in a currency other than
               Dollars shall be paid in that other currency.

23.9    CHANGE OF CURRENCY

        (a)    Unless otherwise prohibited by law, if more than one currency or
               currency unit are at the same time recognised by the central bank
               of any country as the lawful currency of that country, then:

               (i)    any reference in the Finance Documents to, and any
                      obligations arising under the Finance Documents in the
                      currency of that country shall be translated into, or paid
                      in, the currency or currency unit of that country
                      designated by the Agent (after consultation with the
                      Borrower); and

               (ii)   any translation from one currency or currency unit to
                      another shall be at the official rate of exchange
                      recognised by the central bank for the conversion of that
                      currency or currency unit into the other, rounded up or
                      down by the Agent (acting reasonably).

        (b)    If a change in any currency of a country occurs, this Agreement
               will, to the extent the Agent (acting reasonably and after
               consultation with the Borrower) specifies to be necessary, be
               amended to comply with any generally accepted conventions and
               market practice in the London interbank market and otherwise to
               reflect the change in currency.

24.     SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under
the Finance Documents (to the extent beneficially owned by that Finance Party)
against any matured obligation owed by that Finance Party to the Borrower,
regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Finance Party
may convert either obligation at a market rate of exchange in its usual course
of business for the purpose of the set-off.

25.     CALCULATIONS AND CERTIFICATES

25.1    ACCOUNTS

In any litigation or arbitration proceedings arising out of or in connection
with a Finance Document, the entries made in the accounts maintained by a
Finance Party are prima facie evidence of the matters to which they relate.




                                       31


25.2    CERTIFICATES AND DETERMINATIONS

Any certification or determination by a Finance Party of a rate or amount under
any Finance Document is, in the absence of manifest error, conclusive evidence
of the matters to which it relates.

25.3    DAY COUNT CONVENTION

Any interest, commission or fee accruing under a Finance Document will accrue
from day to day and is calculated on the basis of the actual number of days
elapsed and a year of 360 days or, in any case where the practice in the London
interbank market differs, in accordance with that market practice.

26.     PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal,
invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor
the legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.

27.     REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or remedy. The
rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.

28.     AMENDMENTS AND WAIVERS

28.1    REQUIRED CONSENTS

        (a)    Subject to Clause 28.2 and to the Common Terms Agreements any
               term of the Finance Documents may be amended or waived only with
               the consent of the Majority Lenders and the Borrower and any such
               amendment or waiver will be binding on all Parties.

        (b)    The Agent may effect, on behalf of any Finance Party, any
               amendment or waiver permitted by this Clause.

28.2    EXCEPTIONS

        (a)    An amendment or waiver that has the effect of changing or which
               relates to:

               (i)    the definition of "Majority Lenders" in Clause 1.1;

               (ii)   an extension to the date of payment of any amount under
                      the Finance Documents;

               (iii)  a reduction in the Applicable Margin or the amount of any
                      payment of principal, interest, fees or commission
                      payable;




                                       32


               (iv)   an increase in Commitment;

               (v)    any provision which expressly requires the consent of all
                      the Lenders; or

               (vi)   Clause 2.2, Clause 18 or this Clause 28,

               shall not be made without the prior consent of all the Lenders.

        (b)    An amendment or waiver which relates to the rights or obligations
               of the Agent may not be effected without the consent of the
               Agent.

29.     COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts were
        on a single copy of the Finance Document.


                                     PART 12

                          GOVERNING LAW AND ENFORCEMENT


30.     GOVERNING LAW

        This Agreement is governed by English law.

31.     ENFORCEMENT

31.1    JURISDICTION OF ENGLISH COURTS

        (a)    The courts of England have exclusive jurisdiction to settle any
               dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "DISPUTE").

        (b)    The Parties agree that the courts of England are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no Party will argue to the contrary.

        (c)    This Clause 31.1 is for the benefit of the Finance Parties only.
               As a result, no Finance Party shall be prevented from taking
               proceedings relating to a Dispute in any other courts with
               jurisdiction. To the extent allowed by law, the Finance Parties
               may take concurrent proceedings in any number of jurisdictions.

31.2    SERVICE OF PROCESS

Without prejudice to any other mode of service allowed under any relevant law,
the Borrower:

        (a)    shall on or before the New Ownership Date irrevocably appoint as
               an agent for service of process in relation to any proceedings
               before the English courts in connection with any Finance
               Document; and




                                       33


        (b)    agrees that failure by a process agent to notify the Borrower of
               the process will not invalidate the proceedings concerned.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.







                                       34



THE BORROWER WEXFORD GOLDFIELDS LIMITED

By:

Name:




Address:      c/o Bentsi-Enchill & Letsa
              1st Floor, Teachers Hall Annex
              Education Loop (off Barnes Road)
              P.O. Box 1632
              Accra, Ghana






                                      S-1


THE AGENT

STANDARD BANK LONDON LIMITED

By:

Name:




Address:      Cannon Bridge House
              25 Dowgate Hill
              London  EC4R 2SB

Fax:          + 44 (0)20-7815-4284

Attention:    Mark Turner






                                      S-2


THE LENDERS

BAYERISCHE HYPO-UND VEREINSBANK AG

By:

Name:




Address:           GPF London
                   41 Moorgate
                   London  EC2R 6PP

Fax:               + 44 (0)20-7573-8435
Attention:         Geoffrey Oates



Address:           Loans Services
                   41 Moorgate
                   London  EC2R 6PP

Fax:               + 44 (0)20-7382-1199
Attention:         Stewart Miloslawer



Address:           FPA9
                   Am Tucherpark 1
                   80538 Munchen
                   Germany
Fax:               + 49 89 378-31847
Attention:         Frank Biburger





                                      S-3


DRESDNER BANK AG

By:

Name:




Address:          PO Box 18075
                  Riverbank House
                  2 Swan Lane
                  London  EC4R 3UX

Fax:              + 44 (0) 20-7623-3598
Attention:        Mark Pettit





                                      S-4


FORTIS BANK (NEDERLAND) N.V.
By:
Name:




Address:       Such address as is notified in writing from time to time to
               the Facility Agent






                                      S-5


STANDARD BANK LONDON LIMITED

By:

Name:




Address:          Cannon Bridge House
                  25 Dowgate Hill
                  London  EC4R 2SB

Fax:              + 44 (0)20-7875-4284
Attention:        Mark Turner






                                      S-6


                                   SCHEDULE 1
                              THE ORIGINAL LENDERS





Name of Original Lender         Facility A Commitment        Facility B Commitment
                                                       

Bayerische Hypo-und             $1,090,909                   $1,363,636
Vereinsbank AG
Dresdner Bank AG London Branch  $1,454,545                   $1,818,181
Fortis Bank (Nederland) N.V.    $  727,273                   $  909,090
Standard Bank London Limited    $  727,273                   $  909,093









                                      SS-1


                                   SCHEDULE 2
                              CONDITIONS PRECEDENT

                                     PART I
                     CONDITIONS PRECEDENT TO ANY UTILISATION


1.      RESOLUTIONS, ETC.

        The Agent shall have received:

        (a)    from the Borrower and each Ghana Insurer a certificate of its
               Secretary or similar officer as to:

               (i)    resolutions of its Board of Directors, Management
                      Committee or similar body then in full force and effect
                      authorising the execution, delivery and performance of
                      (where applicable) this Agreement and each other Operative
                      Document and other document to be executed by it in
                      connection with the transactions contemplated hereby and
                      thereby;

               (ii)   the incumbency and signatures of those of its officers
                      authorised to act with respect to (where applicable) this
                      Agreement and each other Operative Document and other such
                      document executed or to be executed by it; and

               (iii)  its Organic Documents as then in effect,

               upon which certificates each Finance Party may conclusively rely
               until it shall have received a further certificate of the
               Secretary or similar officer of (where applicable) the Borrower
               cancelling or amending such prior certificate; provided, however,
               that any such further certificate may not retroactively cancel or
               amend any matters contained in any certificate previously
               delivered hereunder; and

        (b)    such other documents (certified if requested) as the Agent may
               reasonably request from the Borrower, any Obligor or any other
               Project Party, as the case may be, with respect to any Organic
               Document, Contractual Obligation, Operative Document or Approval.

2.      SECURITY AGREEMENTS

        The Agent and the Security Trustee shall each have received:

        (a)    counterparts of each of the Security Agreements:

               (i)    in each case executed (where applicable), by an Authorised
                      Representative of the Borrower and each other Obligor
                      party thereto;

               (ii)   in the case of the Assignments of Reinsurances by a duly
                      authorised officer of each of the Ghana Insurer party
                      thereto; and

               (iii)  in the case of the Contractor's Undertakings, by a duly
                      authorised officer of the Contractor party thereto;




                                      SS-2


        (b)    such evidence of filing as may be acceptable to the Agent, naming
               the Borrower as debtor (as appropriate) and the relevant Finance
               Parties as secured parties, and/or other similar instruments or
               documents, filed under the Applicable Law of all jurisdictions as
               may be necessary or, in the opinion of legal advisers to the
               Agent, advisable or desirable to perfect the lien interests
               purported to be granted pursuant to the Security Agreements; and

        (c)    copies of each payment notice, counterparty notice or notice of
               assignment (as referred to in and required by any Security
               Agreements or otherwise), duly executed by an Authorised
               Representative of the Borrower obliged to give such notice and/or
               the relevant Representative (as the case may be), and by an
               authorised signatory of any other person required to execute such
               notice.

3.      SUBORDINATION AGREEMENTS

        The Agent and the Security Trustee shall each have received counterparts
        of each Subordination Agreement, duly executed by an Authorised
        Representative of (where applicable) party thereto, and by a duly
        authorised officer of each other party thereto.

4.      PROJECT DOCUMENTS; APPROVALS

        The following conditions shall have been met:

        (a)    all Project Documents shall be satisfactory in form and substance
               to the Agent (acting on the instructions of the Lenders (acting
               reasonably)), shall be in full force and effect, and copies
               thereof (certified by an Authorised Representative of (where
               applicable) the Borrower) shall have been delivered to the Agent;

        (b)    the Agent shall have received a certificate of an Authorised
               Representative of the Borrower, to the effect that:

               (i)    all Approvals of the nature referred to in the first
                      sentence of Clause 4.17(a) of the Common Terms Agreement
                      have been obtained, all such Approvals are listed in Part
                      A ("Current Approvals") of Item 1 of the Disclosure
                      Schedule and each such Current Approval is in full force
                      and effect as of the date listed in Part A of Item 1
                      ("Current Approvals") of Item 1 of the Disclosure
                      Schedule; and

               (ii)   a true, correct, and complete copy of each such Approval
                      is attached to such certificate.

5.      INSURANCE

        The terms of and policies of insurance required to be maintained
        pursuant to Clause 5.8 of the Common Terms Agreement (including as to
        amount, risks covered and deductibles and as to the noting of the
        Finance Parties' interests thereon and the naming of the Security
        Trustee as sole loss payee where required in accordance with Clause 5.8
        of the Common Terms Agreement) shall be reasonably satisfactory to the
        Representatives, and the Agent shall have received a schedule detailing
        all policies of insurance maintained in connection with the Project. In
        addition, the Agent shall have received copies of all policies and
        binders or brokers' letters of undertaking regarding such policies, such
        copies having been certified as being true and complete copies of




                                      SS-2


        the originals by an Authorised Representative of the Borrower. The Agent
        shall also have received:

        (a)    the Insurance Summary;

        (b)    the Insurance Advisor's Certificate (or such other evidence
               relating to the adequacy of insurance cover with respect to the
               Project as the Agent, in its sole and absolute discretion, may
               accept); and

        (c)    evidence reasonably satisfactory to the Agent that all premiums
               (or deposits in connection therewith) required to be paid in
               order to ensure that the policies referred to in this Schedule
               are in full force and effect, have been paid and that all such
               policies are in full force and effect.

6.      PROJECT ACCOUNTS

        The Agent and the Security Trustee shall have received:

        (a)    evidence that the Project Accounts that are required to have been
               established by the first Utilisation have been established;

        (b)    counterparts of the Project Account Agreement (U.K.) duly
               executed by the Project Account Bank (U.K.) and an Authorised
               Representative of the Borrower;

        (c)    counterparts of the Project Account Agreement (Ghana) duly
               executed by the Project Account Bank (Ghana) and an Authorised
               Representative of the Borrower;

        (d)    counterparts of certificates substantially in the form of Exhibit
               E of each Project Account Agreement duly executed by each Project
               Account Bank party to each such Project Account Agreement.

7.      PROCESS AGENT ACCEPTANCE

        The Agent and the Security Trustee shall each have received a
        counterpart of the Process Agent Acceptance, duly executed by the
        Process Agent, together with any other necessary evidence of the
        appointment of the Process Agent by the Borrower, the Ghana Insurer and
        each other Obligor.

8.      OPINIONS OF COUNSEL

        The Agent shall have received opinions from:

        (a)    Bentsi-Enchill & Letsa, legal advisers in Ghana to the Agent, in
               a form acceptable to the Agent (acting reasonably); and

        (b)    Mayer, Brown, Rowe & Maw, English legal advisers to the Agent, in
               a form acceptable to the Agent (acting reasonably).




                                      SS-2


9.      DUE DILIGENCE REPORT

        The Agent shall have received from the Agent's Ghanaian legal counsel a
        legal due diligence report in a form satisfactory to it (acting
        reasonably) addressed to each Finance Party and the Arranger.

10.     MATERIAL AGREEMENTS

        The Agent shall have received certified copies of each Instrument listed
        under Item 11 (Material Agreements) of the Disclosure Schedule.

11.     MINISTER'S CONSENT

        The Agent shall have received evidence of such consents as shall be
        required by any Finance Party, including the Ghanaian Minister for Mines
        approval of the Borrower Security Agreement (Ghana - Debenture) and the
        transfer of the Mining Lease to the Borrower.

12.     SUBORDINATED NOTE

        The Borrower shall have issued the Subordinated Note to SGL.

13.     COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC.

        The representations and warranties of the Borrower set forth in Clause 4
        of the Common Terms Agreement and those of the Borrower, the Ghana
        Insurer and each other Obligor set forth in each other Finance Document
        to which such person is a party shall be true and correct in all
        material respects as of the date initially made, and as if made both
        immediately before and immediately after the making of the Loans.

14.     UTILISATION REQUEST

        The Agent shall have received a duly completed Utilisation Request for
        such Loan. The delivery of a Utilisation Request and the acceptance by
        the Borrower of the proceeds of the Loans shall constitute a
        representation and warranty by the Borrower on the relevant Utilisation
        Date (both immediately before and immediately after giving effect to the
        making of the Loans and the application of the proceeds thereof) that
        the statements made in Clause 4 of the Common Terms Agreement are true
        and correct.

15.     SATISFACTORY LEGAL FORM

        All documents executed or submitted pursuant hereto by or on behalf of
        any person shall be satisfactory in form and substance as to legal
        matters to the Finance Parties and their legal advisers acting
        reasonably and the Agent shall have received all information, and such
        counterpart originals or such certified or other copies of such
        Instruments related to the conditions precedent described in this
        Schedule, as the Finance Parties or their legal advisers may reasonably
        request.




                                      SS-2


                                     PART II
           ADDITIONAL CONDITIONS PRECEDENT TO FACILITY B UTILISATIONS

1.      The Agent shall have received counterparts of the Support Agreement and
        the Holding Company Security Agreement and the Caystar Holdings Security
        Agreement:

        (a)    executed by an Authorised Representative of each party thereto;

        (b)    such evidence of filing as may be acceptable to the Agent, filed
               under the Applicable Law of all jurisdictions as may be necessary
               or, in the opinion of legal advisers to the Agent, advisable or
               desirable to perfect the lien purported to be granted pursuant
               thereto; and

        (c)    copies of each payment notice, counterparty notice or notice of
               assignment (as referred to in and required by any Security
               Agreement or otherwise) duly executed by an Authorised
               Representative of the Obligor party thereto and such other
               obligor obliged to give notice and/or the relevant Representative
               (as the case may be), and by an authorised signatory of any other
               person required to execute such notice.

2.      Documentary evidence that the proceeds from the Facility B Utilisation
        will be applied solely towards payment of the liabilities of the
        Borrower under the Asset Sale Agreement.

3.      Each condition set forth in Part I which has not been satisfied or
        waived in writing as at the date of the relevant Utilisation of Facility
        B.

4.      Such other conditions precedent as the Agent and the Borrower shall
        agree on or prior to the Sale Date.




                                      SS-2


                                   SCHEDULE 3

                                    REQUESTS

                                     PART I

                               UTILISATION REQUEST


From:   Wexford Goldfields Limited
To:     Standard Bank London Limited

Dated:

Dear Sirs


            WEXFORD GOLDFIELDS LIMITED -- PROJECT FACILITY AGREEMENT
                   DATED [=], 2002 (THE "FACILITY AGREEMENT")

1.      We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:            [         ] (or, if that is not a
                                      Business Day, the next Business Day)
Facility to be utilised:              [Facility A]/[Facility B]*
Amount:                               [   ] or, if less, the Available Facility

Interest Period:                      [         ]


2.      We confirm that each condition specified in Clause 4.2 is satisfied on
        the date of this Utilisation Request.

3.      The proceeds of this Loan should be credited to [account].

4.      This Utilisation Request is irrevocable.


                                Yours faithfully


                        -------------------------------
                            authorised signatory for
                           Wexford Goldfields Limited


- ----------
* Delete as appropriate.

                                      SS-3


                                     PART II

                                SELECTION NOTICE


From:   Wexford Goldfields Limited

To:     [Agent]

Dated:

Dear Sirs


             WEXFORD GOLDFIELDS LIMITED - PROJECT FACILITY AGREEMENT
                   DATED [=], 2002 (THE "FACILITY AGREEMENT")

1.      We refer to the following Facility [A][B] Loan[s] with an Interest
        Period ending on [      ]*

2.      [We request that the above Facility [A][B] Loan[s] be divided into [ ]
        Facility [A][B] Loans with the following amounts and Interest
        Periods:]**

        or

        [We request that the next Interest Period for the above Facility [A][B]
        Loan[s] is [   ]].***

3.      This Selection Notice is irrevocable.



                                Yours faithfully



                         -------------------------------
                            authorised signatory for
                           Wexford Goldfields Limited




- ----------
*   Insert details of all Facility [A][B] Loans which have an Interest Period
    ending on the same date.

**  Use this option if division of Loans is requested.

*** Use this option if sub-division is not required.


                                      SS-3



                                   SCHEDULE 4
                             MANDATORY COST FORMULAE

1.      The Mandatory Cost is an addition to the interest rate to compensate
        Lenders for the cost of compliance with (a) the requirements of the Bank
        of England and/or the Financial Services Authority (or, in either case,
        any other authority which replaces all or any of its functions) or (b)
        the requirements of the European Central Bank.

2.      On the first day of each Interest Period (or as soon as possible
        thereafter) the Agent shall calculate, as a percentage rate, a rate (the
        "ADDITIONAL COST RATE") for each Lender, in accordance with the
        paragraphs set out below. The Mandatory Cost will be calculated by the
        Agent as a weighted average of the Lenders' Additional Cost Rates
        (weighted in proportion to the percentage participation of each Lender
        in the relevant Loan) and will be expressed as a percentage rate per
        annum.

3.      The Additional Cost Rate for any Lender lending from a Facility Office
        in a Participating Member State will be the percentage notified by that
        Lender to the Agent. This percentage will be certified by that Lender in
        its notice to the Agent to be its reasonable determination of the cost
        (expressed as a percentage of that Lender's participation in all Loans
        made from that Facility Office) of complying with the minimum reserve
        requirements of the European Central Bank in respect of Loans made from
        that Facility Office.

4.      The Additional Cost Rate for any Lender lending from a Facility Office
        in the United Kingdom will be calculated by the Agent as follows:

        A x 0.01  per cent. per annum
        --------
          300

        Where:

        A is designed to compensate Lenders for amounts payable under the Fees
        Rules and is calculated by the Agent as being the average of the most
        recent rates of charge supplied by the Reference Banks to the Agent
        pursuant to paragraph 7 below and expressed in pounds per Pound
        Sterling1,000,000.

5.      For the purposes of this Schedule:

        (a)    "SPECIAL DEPOSITS" has the meaning given to it from time to time
               under or pursuant to the Bank of England Act 1998 or (as may be
               appropriate) by the Bank of England;

        (b)    "FEES RULES" means the rules on periodic fees contained in the
               FSA Supervision Manual or such other law or regulation as may be
               in force from time to time in respect of the payment of fees for
               the acceptance of deposits;

        (c)    "FEE TARIFFS" means the fee tariffs specified in the Fees Rules
               under the activity group A.1 Deposit acceptors (ignoring any
               minimum fee or zero rated fee required pursuant to the Fees Rules
               but taking into account any applicable discount rate); and

        (d)    "TARIFF BASE" has the meaning given to it in, and will be
               calculated in accordance with, the Fees Rules.

6.      If requested by the Agent, each Reference Bank shall, as soon as
        practicable after publication by the Financial Services Authority,
        supply to the Agent, the rate of charge payable by that Reference Bank
        to the Financial Services Authority pursuant to the Fees Rules in
        respect of




                                      SS-4


        the relevant financial year of the Financial Services Authority
        (calculated for this purpose by that Reference Bank as being the average
        of the Fee Tariffs applicable to that Reference Bank for that financial
        year) and expressed in pounds per Pound Sterling1,000,000 of the Tariff
        Base of that Reference Bank.

        Each Reference Bank shall promptly notify the Agent in writing of any
        change to the information provided by it pursuant to this paragraph.

7.      Each Lender shall supply any information required by the Agent for the
        purpose of calculating its Additional Cost Rate. In particular, but
        without limitation, each Lender shall supply the following information
        in writing on or prior to the date on which it becomes a Lender:

        (a)    its jurisdiction of incorporation and the jurisdiction of its
               Facility Office; and

        (b)    any other information that the Agent may reasonably require for
               such purpose.

        Each Lender shall promptly notify the Agent in writing of any change to
        the information provided by it pursuant to this paragraph.

8.      The percentages of each Lender for the purpose of A above shall be
        determined by the Agent based upon the information supplied to it
        pursuant to paragraphs 6 and 7 above and on the assumption that, unless
        a Lender notifies the Agent to the contrary, each Lender's obligations
        in relation to cash ratio deposits and Special Deposits are the same as
        those of a typical bank from its jurisdiction of incorporation with a
        Facility Office in the same jurisdiction as its Facility Office.

9.      The Agent shall have no liability to any person if such determination
        results in an Additional Cost Rate which over or under compensates any
        Lender and shall be entitled to assume that the information provided by
        any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is
        true and correct in all respects.

10.     The Agent shall distribute the additional amounts received as a result
        of the Mandatory Cost to the Lenders on the basis of the Additional Cost
        Rate for each Lender based on the information provided by each Lender
        and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11.     Any determination by the Agent pursuant to this Schedule in relation to
        a formula, the Mandatory Cost, an Additional Cost Rate or any amount
        payable to a Lender shall, in the absence of manifest error, be
        conclusive and binding on all Parties.

12.     The Agent may from time to time, after consultation with the Borrower
        and the Lenders, determine and notify to all Parties any amendments
        which are required to be made to this Schedule in order to comply with
        any change in law, regulation or any requirements from time to time
        imposed by the Bank of England, the Financial Services Authority or the
        European Central Bank (or, in any case, any other authority which
        replaces all or any of its functions) and any such determination shall,
        in the absence of manifest error, be conclusive and binding on all
        Parties.




                                     SS-4


                                   SCHEDULE 5
                          FORM OF TRANSFER CERTIFICATES


To:     [            ] as Agent

From:   [The Existing Lender] (the "EXISTING LENDER") and [The New Lender]
        (the "NEW LENDER")

Dated:


            WEXFORD GOLDFIELDS LIMITED -- PROJECT FACILITY AGREEMENT
                   DATED [=], 2002 (THE "FACILITY AGREEMENT")

1.      We refer to Clause 18.5:

        (a)    The Existing Lender and the New Lender agree to the Existing
               Lender and the New Lender transferring by novation all or part of
               the Existing Lender's Commitment, rights and obligations referred
               to in the Schedule in accordance with Clause 18.5.

        (b)    The proposed Transfer Date is [            ].

        (c)    The Facility Office and address, fax number and attention details
               for notices of the New Lender are set out in the Schedule.

2.      The New Lender expressly acknowledges the limitations on the Existing
        Lender's obligations set out in paragraph (c) of Clause 18.4.

3.      This Transfer Certificate is governed by English law.


                                  THE SCHEDULE

               COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                           [insert relevant details]

[Facility Office address, fax number and attention details for notices and
account details for                  payments,]


[Existing Lender]                                  [New Lender]
By:                                                By:


        This Transfer Certificate is accepted by the Agent and the Transfer Date
        is confirmed as [      ].

        [Agent]

        By:




                                     SS-5


                                   SCHEDULE 6
                                   TIMETABLES


Delivery of a duly completed:              5 Business
(i) Utilisation Request (Clause 5.1):      Days prior to
or                                         Utilisation
                                           Date

(ii) Selection Notice (Clause 9.1):        5 Business
                                           Days prior to
                                           the end of
                                           Interest
                                           Period
                                           preceding the
                                           Interest
                                           Period to
                                           which such
                                           Selection
                                           Notice relates

Agent notifies the Lenders of the
Loan in accordance with Clause 5.4(c)
LIBOR is fixed                             Quotation Day
                                           as of 11:00
                                           a.m. London
                                           time

Reference Banks gives quotation as         Quotation Day
contemplated by Clause 10.1                as of 11:00
                                           a.m. London
                                           time




                                      SS-6


                                   SCHEDULE 7
                     LMA FORM OF CONFIDENTIALITY UNDERTAKING

                             [LETTERHEAD OF LENDER]

To:                               [insert name]

Re: THE FACILITIES

BORROWER:
AMOUNT:
AGENT:

Dear Sirs

We understand that you are considering participating in the Facilities. In
consideration of us agreeing to make available to you certain information, by
your signature of a copy of this letter you agree as follows:

1.      CONFIDENTIALITY UNDERTAKING

        You undertake:

        (a)    to keep the Confidential Information confidential and not to
               disclose it to anyone except as provided for by paragraph 2 below
               and to ensure that the Confidential Information is protected with
               security measures and a degree of care that would apply to your
               own confidential information;

        (b)    to keep confidential and not disclose to anyone the fact that the
               Confidential Information has been made available or that
               discussions or negotiations are taking place or have taken place
               between us in connection with the Facilities;

        (c)    to use the Confidential Information only for the Permitted
               Purpose;

        (d)    to use all reasonable endeavours to ensure that any person to
               whom you pass any Confidential Information (unless disclosed
               under paragraph 2(b) below) acknowledges and complies with the
               provisions of this letter as if that person were also a party to
               it; and

        (e)    not to make enquiries of any member of the Group or any of their
               officers, directors, employees or professional advisers relating
               directly or indirectly to the Facilities.

2.      PERMITTED DISCLOSURE

        We agree that you may disclose Confidential Information:

        (a)    to members of the Participant Group and their officers,
               directors, employees and professional advisers to the extent
               necessary for the Permitted Purpose and to any auditors of
               members of the Participant Group;




                                      SS-7


        (b)    (i) where requested or required by any court of competent
               jurisdiction or any competent judicial, governmental, supervisory
               or regulatory body, (ii) where required by the rules of any stock
               exchange on which the shares or other securities of any member of
               the Participant Group are listed or (iii) where required by the
               laws or regulations of any country with jurisdiction over the
               affairs of any member of the Participant Group; or

        (c)    with the prior written consent of us and the Borrower.

3.      NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE

        You agree (to the extent permitted by law) to inform us of the full
        circumstances of any disclosure under paragraph 2(b) or upon becoming
        aware that Confidential Information has been disclosed in breach of this
        letter.

4.      RETURN OF COPIES

        If we so request in writing, you shall return all Confidential
        Information supplied to you by us and destroy or permanently erase all
        copies of Confidential Information made by you and use all reasonable
        endeavours to ensure that anyone to whom you have supplied any
        Confidential Information destroys or permanently erases such
        Confidential Information and any copies made by them, in each case save
        to the extent that you or the recipients are required to retain any such
        Confidential Information by any applicable law, rule or regulation or by
        any competent judicial, governmental, supervisory or regulatory body or
        in accordance with internal policy, or where the Confidential
        Information has been disclosed under paragraph 2(b) above.

5.      CONTINUING OBLIGATIONS

        The obligations in this letter are continuing and, in particular, shall
        survive the termination of any discussions or negotiations between you
        and us. Notwithstanding the previous sentence, the obligations in this
        letter shall cease (a) if you become a party to or otherwise acquire (by
        assignment or sub participation) an interest, direct or indirect in the
        Facilities or (b) twelve months after you have returned all Confidential
        Information supplied to you by us and destroyed or permanently erased
        all copies of Confidential Information made by you (other than any such
        Confidential Information or copies which have been disclosed under
        paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to
        paragraph 4 above, are not required to be returned or destroyed).

6.      NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC

        You acknowledge and agree that:

        (a)    neither we nor any of our officers, employees or advisers (each a
               "RELEVANT PERSON") (i) make any representation or warranty,
               express or implied, as to, or assume any responsibility for, the
               accuracy, reliability or completeness of any of the Confidential
               Information or any other information supplied by us or any member
               of the Group or the assumptions on which it is based or (ii)
               shall be under any obligation to update or correct any inaccuracy
               in the Confidential Information or any other information supplied
               by us or any member of the




                                      SS-8


               Group or be otherwise liable to you or any other person in
               respect to the Confidential Information or any such information;
               and

        (b)    we or members of the Group may be irreparably harmed by the
               breach of the terms of this letter and damages may not be an
               adequate remedy; each Relevant Person or member of the Group may
               be granted an injunction or specific performance for any
               threatened or actual breach of the provisions of this letter by
               you.

7.      NO WAIVER; AMENDMENTS, ETC

        This letter sets out the full extent of your obligations of
        confidentiality owed to us in relation to the information the subject of
        this letter. No failure or delay in exercising any right, power or
        privilege under this letter will operate as a waiver thereof nor will
        any single or partial exercise of any right, power or privilege preclude
        any further exercise thereof or the exercise of any other right, power
        or privileges under this letter. The terms of this letter and your
        obligations under this letter may only be amended or modified by written
        agreement between us.

8.      INSIDE INFORMATION

        You acknowledge that some or all of the Confidential Information is or
        may be price-sensitive information and that the use of such information
        may be regulated or prohibited by applicable legislation relating to
        insider dealing and you undertake not to use any Confidential
        Information for any unlawful purpose.

9.      NATURE OF UNDERTAKINGS

        The undertakings given by you under this letter are given to us and
        (without implying any fiduciary obligations on our part) are also given
        for the benefit of the Borrower and each other member of the Group.

10.     THIRD PARTY RIGHTS

        (a)    Subject to paragraph 6 and paragraph 9 the terms of this letter
               may be enforced and relied upon only by you and us and the
               operation of the Contracts (Rights of Third Parties) Act 1999 is
               excluded.

        (b)    Notwithstanding any provisions of this letter, the parties to
               this letter do not require the consent of any Relevant Person or
               any member of the Group to rescind or vary this letter at any
               time.

11.     GOVERNING LAW AND JURISDICTION

        This letter (including the agreement constituted by your acknowledgement
        of its terms) shall be governed by and construed in accordance with the
        laws of England and the parties submit to the non-exclusive jurisdiction
        of the English courts.

12.     DEFINITIONS

        In this letter (including the acknowledgement set out below):




                                      SS-9


        "CONFIDENTIAL INFORMATION" means any information relating to the
        Borrower, the Group, and the Facilities including, without limitation,
        the information memorandum, provided to you by us or any of our
        affiliates or advisers, in whatever form, and includes information given
        orally and any document, electronic file or any other way of
        representing or recording information which contains or is derived or
        copied from such information but excludes information that (a) is or
        becomes public knowledge other than as a direct or indirect result of
        any breach of this letter or (b) is known by you before the date the
        information is disclosed to you by us or any of our affiliates or
        advisers or is lawfully obtained by you after that date, other than from
        a source which is connected with the Group and which, in either case, as
        far as you are aware, has not been obtained in violation of, and is not
        otherwise subject to, any obligation of confidentiality;

        "GROUP" means the Borrower and each of its holding companies and
        subsidiaries and each subsidiary of each of its holding companies (as
        each such term is defined in the Companies Act 1985);

        "PARTICIPANT GROUP" means you, each of your holding companies and
        subsidiaries and each subsidiary of each of your holding companies (as
        each such term is defined in the Companies Act 1985); and

        "PERMITTED PURPOSE" means considering and evaluating whether to enter
        into the Facilities.

Please acknowledge your agreement to the above by signing and returning the
enclosed copy.


Yours faithfully



- ---------------------------
For and on behalf of

[Lender]



To:     [Lender]
        The Borrower and each other member of the Group

We acknowledge and agree to the above:



- ---------------------------
For and on behalf of




                                     SS-10

EX-2.5

                              Dated June 26, 2002



                           WEXFORD GOLDFIELDS LIMITED

                                       and

                                THE LAW DEBENTURE
                             TRUST CORPORATION p.l.c




                    ----------------------------------------

                                ROYALTY AGREEMENT

                    ----------------------------------------






                                TABLE OF CONTENTS




                                                                                       PAGE

                                                                                 
1       DEFINITIONS AND INTERPRETATION...................................................1

2       COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE
        MINING LEASE AND OPERATIONS......................................................3

3       ROYALTY..........................................................................4

4       PREEMPTIVE RIGHTS................................................................5

5       ASSIGNMENT AND TRANSFER..........................................................6

6       EVENT OF DEFAULT.................................................................7

7       DISPUTES.........................................................................7

8       RELEASE OF SECURITY..............................................................8

9       WAIVER...........................................................................8

10      AMENDMENTS.......................................................................8

11      COUNTERPARTS.....................................................................9

12      SUCCESSORS AND ASSIGNS...........................................................9

13      GOVERNING LAW....................................................................9

14      JURISDICTION.....................................................................9

15      INVALIDITY.......................................................................9




SCHEDULE  1           ROYALTY RATE



                                      -i-


THIS ROYALTY AGREEMENT is dated June 26, 2002 and made between:

(1)     WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the
        Republic of Ghana ("WGL"); and

(2)     THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated under
        the laws of England, in its capacity as security trustee (as more
        particularly described in Clause 17 of the Common Terms Agreement) and
        in its capacity as the seller of certain assets pursuant to the Asset
        Sale Agreement dated 1st March 2002 between The Law Debenture Trust
        Corporation p.l.c. and WGL (the "ROYALTY HOLDER").

WHEREAS

WGL has agreed to purchase and the Royalty Holder has agreed to sell without
warranty certain Acquired Assets pursuant to the Asset Sale Agreements and the
Gold Royalty forms part of the deferred price payable by WGL to the Royalty
Holder for the Acquired Assets under the Asset Sale Agreements.

IT IS AGREED as follows:

1       DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this Agreement, unless otherwise expressly defined herein, terms
        defined in the Common Terms Agreement have the same meaning when used in
        this Agreement, and unless the context otherwise requires:

        "AGREEMENT" means this Royalty Agreement;

        "AREA OF INTEREST" means the area which is the subject of the Mining
        Lease;

        "COMMENCEMENT DATE" means the date of this Agreement;

        "COMMON TERMS AGREEMENT" means that certain agreement dated on or about
        the date hereof, 2002, as amended, modified or supplemented from time to
        time between (1) WGL, as borrower, (2) the other obligors party thereto
        from time to time, (3) Standard Bank London Limited, as facility agent
        and security trustee and (4) the Royalty Holder;

        "DEPARTMENT" means the Minerals Commission of Ghana and the Minister of
        Mines of Ghana;

        "$" and U.S. dollars means the lawful currency of the United States of
        America;

        "EXCLUDED PROVISIONS" means Clause 15.11 of the Common Terms Agreement
        and Clause 7;

        "EXPLORATION ACTIVITIES" means:





        (a)    all activities and operations which have as their purpose the
               discovery, location and delineation and further investigation of
               ore bodies within the Area of Interest, the testing of such ore
               bodies and the analysis of samples derived from such ore bodies,
               including feasibility, viability and amenability studies and the
               administration of field offices for the performance of any of
               these functions;

        (b)    the acquisition, registration and maintenance of exploration or
               mining tenements within the Area of Interest; and

        (c)    the study and evaluation of mining methods and of treatment
               plants and processes and the preparation of pre-feasibility and
               feasibility studies in respect of discoveries of gold and other
               Minerals within the Area of Interest;

        "GOLD ROYALTY" means the royalty interest referred to in Clause 3.1 and
        the proceeds therefrom, calculated in accordance with Clause 3.3;

        "MINERALS" shall have the meaning given to it in PNDCL 153;

        "MINING OPERATIONS" means every kind of work done on, or in respect of,
        the Mining Lease, including developing, designing, constructing,
        equipping, extracting, mining, improving, crushing, smelting, treating,
        refining, transporting, handling gold and other Minerals and everything
        incidental thereto;

        "PARTIES" means each of the parties to this Agreement and "PARTY" means
        either one of them;

        "PNDCL 153" means the Minerals and Mining Law, 1986 (PNDCL 153) as
        amended by the Minerals and Mining Amendment Act, 1994 (Act 475);

        "PURCHASE PRICE" means, on any date and in respect of any offer made
        pursuant to Clause 4.1:

        (a)    the higher of:

                (i)     Proven and Probable Reserves on such date, and

                (ii)    proven and probable reserves in the area the subject of
                        the Mining Lease on such date, calculated in accordance
                        with the standards of Canada's National Instrument NI
                        43-101, multiplied by:

        (b)    the higher of:


                (i)     the Royalty Rate on the date such offer is made, and

                (ii)    the Royalty Rate on the date payment is made pursuant to
                        such offer

        multiplied by (subject to Clause 7.1) the Recovery Rate; and

        "ROYALTY RATE" means, on any date, the applicable royalty rate for such
        date set forth in Schedule 1.



                                       2


1.2     INTERPRETATION

        This Agreement is a Finance Document and shall be interpreted and
        construed in accordance with the terms and provisions of the Common
        Terms Agreement (including Clauses 1.2 to 1.5 and 17 thereof which are
        hereby incorporated into this Agreement with all necessary consequential
        changes).

2       COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE
        MINING LEASE AND OPERATIONS

2.1     WGL will:

        (a)    supply the Royalty Holder with copies of all returns and notices
               provided to the Department and all returns and notices from the
               Department;

        (b)    unless it is not commercially justified having regard to the
               current London Gold Price and business conditions in Ghana, carry
               out Exploration Activities within the Area of Interest in
               accordance with good industry practices;

        (c)    unless it is not commercially justified having regard to the
               current London Gold Price and business conditions in Ghana, use
               its best endeavours to obtain extensions of the term of the
               Mining Lease, renewals and conversions of the Mining Lease and to
               comply with conditions imposed on the Mining Lease unless
               otherwise agreed by the Royalty Holder in writing;

        (d)    act as a reasonable and prudent miner in exploring, developing
               and operating the Area of Interest;

        (e)    act in accordance with all applicable laws, rules and
               regulations; and

        (f)    use its best efforts, consistent with the standards of a
               reasonable and prudent operator, to keep and perform all of the
               terms, conditions and covenants, express and implied, of the
               servitudes, Mining Lease and other interests comprising the Area
               of Interest or imposed by other parties or governmental
               authorities.

2.2     WGL agrees to conduct and carry on, or cause to be conducted and carried
        on all operations respecting the Mining Lease with reasonable and
        prudent business judgment and in accordance with good mining field
        practices and to cause every Mine within the Area of Interest to be
        operated in a good, prudent and workmanlike manner, and all improvements
        and equipment necessary or useful to the operation of the same to be
        provided and all to be done that a reasonably prudent operator would do,
        to the end that the Area of Interest shall be operated and produced to
        optimise returns to WGL and Royalty Holder.

2.3     WGL shall, subject to the other terms of this Agreement, have exclusive
        charge, management and control of all operations to be conducted on the
        Area of Interest. WGL shall promptly pay all costs and expenses incurred
        in developing, operating and maintaining the Area of Interest.



                                       3


3       ROYALTY

3.1     WGL will pay to the Royalty Holder, its successors and assigns forever,
        a royalty interest in the Mining Lease and Area of Interest in all gold
        in, under and extracted from the Area of Interest by or on behalf of WGL
        (or any subsequent owner of the Mining Lease) or any other Person (the
        "GOLD ROYALTY") provided that the aggregate Gold Royalty shall be
        limited to $38 million.

3.2     WGL agrees to execute and deliver, at WGL's cost and expense, all other
        and further instruments, certificates, agreements and other documents
        necessary or desirable to further evidence or document the creation of
        the Gold Royalty, including all filings and registrations of every kind
        with the Department and other Governmental Agencies.

3.3     WGL hereby agrees to pay the Gold Royalty in accordance with the terms
        of this Agreement. WGL will make quarterly payments of the Gold Royalty
        to the Royalty Holder in arrears on each Cash Sweep Date and provide
        written details of the amount of any such payments to the Royalty Holder
        at the same time such payment is made. The Gold Royalty for any period
        shall be calculated by multiplying the numbers of Ounces of Gold
        produced and shipped from the Mine from the Area of Interest during such
        period by the applicable Royalty Rate set out in Schedule 1 (such
        Royalty Rate to be calculated as at the last Business Day of such
        period); provided that WGL may not hold more than the higher of:

        (a)    two weeks average production; or

        (b)    5,000 ounces,

        of dore at the Mine without shipping such ounces of dore.

3.4     Without prejudice to any provision of any other Finance Document, the
        Royalty Holder shall never personally be responsible for payment of any
        part of the costs, expenses or other liabilities related to the Area of
        Interest including, but not limited to, liabilities incurred by anyone
        in developing, exploring, equipping, operating and abandoning the Area
        of Interest, after the Effective Date, and WGL hereby agrees to
        indemnify and save the Royalty Holder harmless from and against any and
        all such responsibility and liability. Nothing herein shall ever be
        construed to create a partnership, joint venture, mining partnership or
        association between WGL and the Royalty Holder.

3.5     WGL shall within seven days after each Cash Sweep Date give to the
        Royalty Holder a notice detailing the calculation and the amount of the
        Gold Royalty for the particular quarter. The Royalty Holder shall have
        the right to appoint a person or persons to audit WGL's books and
        records, and to examine and inspect the Mine and to observe any and all
        Mining Operations at any time and from time to time.

3.6     No later than March 31 in each year, WGL shall provide to the Royalty
        Holder a certificate from its auditors confirming the amount of Ounces
        so produced during that financial year and the quarterly statements
        shall, if necessary, be adjusted accordingly and any adjusting payment
        shall be made on the date such auditor's certificate is



                                       4


        delivered, together with interest from the date such payment should have
        been made until such payment is actually received, at the Default Rate.

3.7     All books, accounts and records used by WGL to calculate the Gold
        Royalty shall be kept in accordance with GAAP.

3.8     As soon as reasonably possible (but in all events not more than 30 days)
        after the close of each calendar quarter, WGL shall furnish to the
        Royalty Holder a detailed reconciliation statement of the Proven and
        Probable Reserves as of the close of business on the last day of the
        preceding calendar quarter.

4       PREEMPTIVE RIGHTS

4.1     (a)    In the event that the Royalty Holder receives a written offer
               from a third party to purchase the Gold Royalty under this
               Agreement and such offer shall be acceptable to the Royalty
               Holder, the Royalty Holder shall advise WGL of such proposal
               including a written summary of the price and credit terms offered
               by such third party. WGL shall then have the right, for a period
               of 10 Business Days to acquire (or cause any Affiliate to
               acquire) the Gold Royalty under the same price and credit terms
               offered by such third party. In the event that WGL declines to
               exercise its first right of refusal or fails to communicate its
               intentions to do so to the Royalty Holder within the 10 Business
               Day notice period, WGL shall be deemed to have granted approval
               to the Royalty Holder's disposal of its rights or obligations
               under this Agreement to such third party and the Royalty Holder
               may assign and transfer such rights and obligations in accordance
               with the provisions of Clause 5 of this Agreement and the
               relevant provisions of the Common Terms Agreement to such third
               party on the same price and credit terms within 10 Business Days
               of WGL declining to exercise its first right of refusal or the
               initial 10 Business Day notice period expiring, whichever occurs
               sooner.

        (b)    If, in accordance with Clause 4.1(a), WGL advises it wishes to
               acquire (or cause a Group Member to acquire) the Gold Royalty
               then, upon payment by WGL or such Group Member (as the case may
               be) of the amount due from WGL or such Group Member of the
               purchase price specified in the relevant offer, the Gold Royalty
               shall terminate, the Royalty Holder shall immediately thereafter
               be irrevocably and unconditionally released from all its
               obligations to WGL under each Finance Document, and (other than
               in respect of the Excluded Provisions) WGL's obligations to the
               Royalty Holder under the Finance Documents shall cease.

4.2     (a)    At its election, and upon presentation of a quarterly statement
               of Proven and Probable Reserves, as provided for in Clause 3.8,
               WGL shall have the right to acquire the Gold Royalty from the
               Royalty Holder at a price equal to the Purchase Price;

        (b)    As a condition to acquiring the Gold Royalty of the Royalty
               Holder pursuant to this Clause 4.2, WGL must, inter alia, make a
               written offer to the Royalty Holder in compliance with sub-clause
               (c);

        (c)    Any offer made pursuant to Clause 4.2(b) shall:



                                       5


                (i)     be for cash;

                (ii)    contain details of the Purchase Price offered, including
                        reasonable details thereof including each component of
                        the calculation thereof;

                (iii)   attach a certificate of the Sponsor representing and
                        warranting the accuracy of the calculation of:

                        (A)     the Proven and Probable Reserves; and

                        (B)     the proven and probable reserves calculated
                                pursuant to paragraph (a)(ii) of the definition
                                of "Purchase Price";

                (iv)    provide details of the date payment will be made
                        pursuant to such offer, which must not be more than 60
                        days after such offer is made;

        (d)    Subject to Clause 7, upon (i) making such offer and payment in
               accordance with Clause 4.2(c)(iv), and (ii) the Royalty Holder
               advising it does not intend to exercise its rights pursuant to
               Clause 7.1 with respect to such offer, or the expiration of 60
               days after such offer is made, the Gold Royalty shall terminate,
               the Royalty Holder shall immediately thereafter be irrevocably
               and unconditionally released from all its obligations to WGL
               under each Finance Document, and (other than in respect of the
               Excluded Provisions) WGL's obligations to the Royalty Holder
               under each Finance Document shall cease.

5       ASSIGNMENT AND TRANSFER

5.1     WGL will not sell, transfer, assign, mortgage, encumber, charge or
        pledge or otherwise deal with any rights or obligations arising under
        this Agreement without the prior written approval of the Royalty Holder.

5.2     The Royalty Holder may, subject always to Clause 4.1 and in accordance
        with Clauses 5.3 and 5.4 of this Agreement, sell, transfer, assign,
        mortgage, encumber, charge or pledge or otherwise deal with the Gold
        Royalty and any of its rights or obligations arising under this
        Agreement without the consent of WGL, provided that the Royalty Holder
        may not sell, transfer or assign the Gold Royalty to any person where
        payment of the Gold Royalty to such person would lead to a breach of
        U.S., Canadian or Ghanaian Applicable Law.

5.3     A transfer is effected in accordance with this Agreement and the Common
        Terms Agreement when a New Royalty Holder executes an otherwise duly
        completed Royalty Holder Deed of Accession delivered to it by the
        Retiring Royalty Holder or WGL (as the case may be). WGL agrees that it
        shall, as soon as reasonably practicable after receipt by it of a
        Royalty Holder Deed of Accession duly completed by the Retiring Royalty
        Holder appearing on its face to comply with the terms of this Agreement
        and the Common Terms Agreement, execute that Royalty Holder Deed of
        Accession.

5.4     On the execution of a Royalty Holder Deed of Accession by all the
        parties thereto:

        (a)    each of the Retiring Royalty Holder and WGL shall be released
               from further obligations towards one another under this Agreement
               and their respective



                                       6


               rights against one another shall be cancelled (being the
               "DISCHARGED RIGHTS AND OBLIGATIONS");

        (b)    each of the New Royalty Holder and WGL shall assume obligations
               towards one another and/or acquire rights against one another
               which differ from the Discharged Rights and Obligations only
               insofar as that New Royalty Holder and WGL have assumed and/or
               acquired the same in place of that Retiring Royalty Holder and
               WGL;

        (c)    the New Royalty Holder and WGL shall acquire the same rights and
               assume the same obligations between themselves as they would have
               acquired and assumed had the New Royalty Holder been the First
               Royalty Holder with the rights and/or obligations acquired or
               assumed by it as a result of the transfer and to that extent the
               Retiring Royalty Holder shall be released from any further
               obligations to WGL and/or the New Royalty Holder under this
               Agreement; and

        (d)    the New Royalty Holder shall become a party to this Agreement as
               "Royalty Holder".

6       EVENT OF DEFAULT

6.1     Upon the occurrence of an Event of Default, the Royalty Holder may
        terminate the obligations of the Royalty Holder hereunder and, in
        exchange for the surrender of the Gold Royalty, may demand and receive
        liquidated damages (calculated pursuant to Clause 6.2) be paid to it.
        Upon such demand being made, WGL shall pay to the Royalty Holder the
        amount of liquidated damages due from it (calculated pursuant to Clause
        6.2).

6.2     The amount of liquidated damages payable by WGL pursuant to Clause 6.1
        shall be equal to the amount of Proven and Probable Reserves (as set
        forth in the most recent statement delivered pursuant to Clause 3.8 but
        subject to dispute pursuant to Clause 7) multiplied by the applicable
        Royalty Rate set out in Schedule 1, calculated as at the date of demand
        made pursuant to Clause 6.1; provided that the amount of liquidated
        damages payable by WGL pursuant to Clause 6.1 shall not exceed
        $38,000,000 in aggregate.

7       DISPUTES

7.1     The Royalty Holder may dispute (a) the amount of a particular royalty,
        (b) the amount of Proven and Probable Reserves, or (c) the calculation
        of the Purchase Price (or any component forming part thereof, including
        without limitation, the Recovery Rate, but, for the avoidance of doubt,
        in each case only in respect of circumstances existing as at the date of
        calculation of the Purchase Price) if it serves a notice upon WGL within
        24 calendar months after the receipt by the Royalty Holder of that
        particular royalty, or after service of a statement pursuant to Clause
        3.8 or after any offer is made pursuant to Clause 4.1, as the case may
        be (a "DISPUTE NOTICE"). Each Dispute Notice shall set out in reasonable
        detail the grounds upon which the Royalty Holder is contesting the
        particular royalty, statement of Proven and Probable Reserves or
        calculation of the Purchase Price, as the case may be.



                                       7


7.2     If WGL receives a Dispute Notice, then:

        (a)    WGL shall use its best endeavours to resolve the dispute within
               60 days of the date of such Dispute Notice;

        (b)    if the dispute is not so resolved within 60 days of the date of
               the Dispute Notice then the Expert shall determine the dispute
               within 28 days of its appointment and the Parties shall give such
               Expert all such assistance, access to information and other
               documentation as such Expert may require;

        (c)    the Parties shall accept such Expert's determination of the
               matter in dispute as final and binding and shall comply with such
               determination forthwith; and

        (d)    the costs incurred by the Expert in making such determination
               shall be borne by WGL, unless the Expert (based upon information
               provided to the Royalty Holder prior to the date of service of a
               Dispute Notice by or on behalf of the Royalty Holder) determines
               the dispute in favour of WGL, in which case the Royalty Holder
               shall pay such costs.

 8      RELEASE OF SECURITY

        Upon the occurrence of the later of:

        (a)    the Discharge Date;

        (b)    the payment in full of all royalties that may be payable under
               any other royalty agreement secured by any Security Agreement;
               and

        (c)    the sixth anniversary of the New Ownership Date,

        and, provided that no Default shall have occurred, the Royalty Holder
        shall exercise its voting rights under the Common Terms Agreement by
        voting to instruct the Security Trustee to release all assets the
        subject of a lien in favour of the Security Trustee pursuant to any
        Security Agreement.

 9      WAIVER

        No waiver by either Party of any provision of or right, remedy or power
        of that Party under this Agreement shall be effective unless it is in
        writing signed by a director or senior officer of that Party and such
        waiver shall be effective only in the specific instance and for the
        specific purposes for which it was given and no failure or delay by any
        Party to exercise any right, remedy or power under this Agreement or to
        insist on strict compliance by the other Party with any obligation under
        this Agreement, and no custom or practice of the parties at variance
        with the terms of this Agreement shall act as a waiver of any Party's
        rights hereunder.

 10     AMENDMENTS

        This Agreement may be only amended as set forth in the Common Terms
        Agreement.



                                       8


11      COUNTERPARTS

        This Agreement may be signed in any number of counterparts and all
        counterparts taken together shall be deemed to constitute one
        instrument.

12      SUCCESSORS AND ASSIGNS

        This Agreement shall be binding upon and inure to the benefit of the
        Parties and their respective successors and permitted assigns and each
        Party shall, at its own expense, execute and cause its successors and
        permitted assigns to execute any instrument and do everything necessary
        to bind its successors and permitted assigns to this Agreement.

13      GOVERNING LAW

        This Agreement shall be governed by and construed in accordance with the
        laws in force in England.

14      JURISDICTION

        Each Party irrevocably and unconditionally:

        (a)    submits to the exclusive jurisdiction of the courts of England;

        (b)    waives any objection it may now or in the future have to the
               bringing of proceedings in those courts and any claim that any
               proceedings have been brought in an inconvenient forum; and

        (c)    agrees, without preventing any other mode of service permitted by
               law, that any document required to be served in any proceedings
               may be served in the manner in which notices and other written
               communications may be given under the Common Terms Agreement.

15      INVALIDITY

        Any provision of this Agreement which is or becomes prohibited or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be
        ineffective to the extent thereof without invalidating any other
        provision of this Agreement, and any such prohibition or
        unenforceability shall not invalidate such provision in any other
        jurisdiction.



                                       9


Signed by                               )
a duly authorised representative of     )
and for and on behalf of WEXFORD        )
GOLDFIELDS LIMITED                      )

Address:                                c/o Bentsi-Enchill & Letsa
                                        1st Floor, Teachers Hall Annex
                                        Education Loop (off Barnes Road)
                                        P.O. Box 1632
                                        Accra, Ghana

Attention:                              The directors



                                      S-1


The Common Seal of
THE LAW DEBENTURE
TRUST CORPORATION P.L.C.
was hereunto affixed in the
presence of:
                                        ---------------------------------------
Name Printed:
                                        ---------------------------------------
Title:
                                        ---------------------------------------
and
                                        ---------------------------------------
Name Printed:
                                        ---------------------------------------
Title:
                                        ---------------------------------------

Address for Notices:                    100 Wood Street
                                        London
                                        EC2V 7EX

Attention:                              Trudi Elkington-Poole



                                      S-2


                                   SCHEDULE 1

                                  ROYALTY RATE





                  AVERAGE GOLD PRICE                           ROYALTY RATE
- -----------------------------------------------------     ----------------------
                                                       
  Less than or equal to US$280                                    US$7.00
  Greater than US$280 but less than or equal to US$290            US$8.00
  Greater than US$290 but less than or equal to US$300            US$9.00
  Greater than US$300 but less than or equal to US$310           US$10.00
  Greater than US$310 but less than or equal to US$320           US$11.00
  Greater than US$320 but less than or equal to US$330           US$12.00
  Greater than US$330 but less than or equal to US$340           US$13.00
  Greater than US$340 but less than or equal to US$350           US$14.00
  Greater than US$350                                            US$15.00



"AVERAGE GOLD PRICE" means, on any date, the simple average of the market price
for 1 troy ounce of gold denominated in US dollars (London Bullion Market, P.M.
fix) for all the trading days in the previous three months.



                                      SS-1

EX-2.6

                              Dated June 26, 2002



                   THE LAW DEBENTURE TRUST CORPORATION p.l.c.


                                       and


                                WASFORD HOLDINGS





   ---------------------------------------------------------------------------

                     AGREEMENT FOR THE SALE AND PURCHASE OF

             90% OF THE ISSUED CAPITAL OF WEXFORD GOLDFIELDS LIMITED

   ---------------------------------------------------------------------------






                               TABLE OF CONTENTS




                                                                                      PAGE

                                                                                
1.      DEFINITIONS AND INTERPRETATION...................................................1

2.      SALE AND PURCHASE................................................................4

3.      CONDITIONS.......................................................................4

4.      COMPLETION.......................................................................5

5.      EXCLUSION OF WARRANTIES..........................................................6

6.      CONFIDENTIALITY AND ANNOUNCEMENTS................................................7

7.      ASSIGNMENT.......................................................................8

8.      COSTS............................................................................8

9.      EFFECT OF COMPLETION.............................................................8

10.     FURTHER ASSURANCES...............................................................8

11.     ENTIRE AGREEMENT.................................................................9

12.     WAIVER...........................................................................9

13.     INVALIDITY.......................................................................9

14.     NOTICES..........................................................................9

15.     THIRD PARTY RIGHTS..............................................................11

16.     COUNTERPARTS....................................................................11

17.     GOVERNING LAW AND JURISDICTION..................................................11


SCHEDULE 1    PARTICULARS RELATING TO THE COMPANY.........................................

SCHEDULE 2    EXCLUSIONS..................................................................






THIS AGREEMENT is made on June 26, 2002

BETWEEN:

(1)     THE LAW DEBENTURE TRUST CORPORATION P.L.C. of 5th Floor, 100 Wood
        Street, London EC2V 7EX (the "MORTGAGEE") as mortgagee pursuant to a
        Debenture dated 28 May 1998 (the "SECURITY") among Satellite Goldfields
        Limited, Standard Bank London Limited and the Mortgagee; and

(2)     WASFORD HOLDINGS, a company incorporated with limited liability pursuant
        to the laws of the Cayman Islands (the "BUYER").

WHEREAS

(A)     The Mortgagee has the power pursuant to the Security to sell the Shares.

(B)     The Mortgagee has agreed to sell and the Buyer has agreed to purchase
        whatever right, title and interest the Mortgagee may have in the Shares.

THE PARTIES AGREE AS FOLLOWS:

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this Agreement, the following words and expressions and abbreviations
        have the following meanings, unless the context otherwise requires:

        "ASSETS" shall have the meaning specified in the Asset Sale Agreements;

        "ASSET SALE AGREEMENTS" means each of the agreements between (a) the
        Mortgagee, the Receiver and the Company dated 15 March 2002 and (b) the
        Initial Asset Sale Agreement;

        "BANK OF GHANA" means the Central Bank of Ghana, as established or
        continued in existence under section 1 of the Bank of Ghana Law 1992
        (PNDCL 291);

        "BUSINESS DAY" means a day (other than a Saturday, Sunday or a public
        holiday) on which banks generally are open in Colorado, London, England
        and Ghana for the transaction of normal banking business;

        "COMPANY" means Wexford Goldfields Limited whose registered office is at
        c/ Bentsi-Enchill & Letsa, 1st Floor Teachers' Hall Annex, Education
        Loop (Off Barnes Road), Accra, P.O. Box 1632, Accra, Ghana;

        "COMPLETION" means the completion of the sale and purchase of the Shares
        in accordance with the terms of this Agreement;

        "CONDITIONS" means each of the conditions to Completion as provided for
        in Clause 3.1;



                                       1


        "CONFIDENTIAL INFORMATION" means all information relating to the
        Company's business, financial or other affairs which is not publicly
        known;

        "DISPUTE" has the meaning given in Clause 17.2;

        "ENCUMBRANCE" means all security interests, any option, equity, claim,
        charge mortgage, lien, restriction, power of sale or hypothecation or
        other third Party rights including rights of pre-emption of any nature
        whatsoever;

        "GOVERNMENT" means the duly constituted government of the Republic of
        Ghana or any political subdivision thereof, whether central, regional,
        district or local, or any judicial body, agency or instrumentality of
        any such government or political subdivision;

        "INITIAL ASSET SALE AGREEMENT" means the agreement entered into on 1
        March 2002 between the Mortgagee and the Company for the transfer and
        sale of certain immovable assets of SGL to the Company;

        "LEASE" shall have the meaning specified in the Asset Sale Agreements;

        "LOAN NOTE" shall have the meaning specified in the Asset Sale
        Agreements;

        "LONDON STOCK EXCHANGE" means the London Stock Exchange p.l.c.;

        "MINE" shall have the meaning specified in the Asset Sale Agreements;

        "RECEIVER" means Nii Amanor Dodoo, as receiver and manager of certain
        assets of SGL;

        "RELATED PERSON" means in relation to any Party its holding companies
        and the subsidiary undertakings and associated companies from time to
        time of such holding company, all of them and each of them as the
        context admits;

        "SGL" means Satellite Goldfields Limited (in receivership) whose
        registered office is at 142 Nortei Ababei Loop, Ambassadorial Estates,
        Roman Ridge, Airport Residential Area, Accra, Ghana;

        "SGL'S GROUP" means SGL, its holding companies and the subsidiary
        undertakings and associated companies from time to time of such holding
        companies, all of them and each of them as the context admits;

        "SECURITY" shall have the meaning given to it in the preamble to this
        Agreement;

        "SENIOR LENDERS" means Standard Bank London Limited, Bayerische Hypo-und
        Vereinsbank AG, Dresdner Bank AG and Fortis Bank (Nederland) NV;

        "SHARE COMPLETION DATE" means the date falling three Business Days after
        satisfaction or waiver of all of the Conditions;

        "SHARES" means 90% of the issued capital of the Company; and



                                       2


        "UK LISTING AUTHORITY" means the Financial Services Authority in its
        capacity as the competent authority for the purposes of Part IV of the
        Financial Services Act 1986.

1.2     INTERPRETATION

        In this Agreement:

        (a)    any reference to any statute or statutory provision shall include
               any statute or statutory provision which amends or replaces, or
               has amended or replaced, it, and vice versa, and shall include
               any rules, regulations or subordinate legislation made under the
               relevant statute provided however that, as between the Parties,
               no such amendment or replacement shall apply for the purposes of
               this Agreement to the extent that it would impose any new or
               extended obligation, liability or restriction on, or otherwise
               adversely affect the rights of any Party;

        (b)    a person shall be deemed to be connected with another if that
               person is connected with another within the meaning of Section
               839 of the Income and Corporation Taxes Act 1988;

        (c)    a document specified to be in the "agreed form" is a reference to
               that document in the form approved and signed by or on behalf of
               each Party for the purpose of identification;

        (d)    the expressions "accounting reference date", "allotment", "body
               corporate", "debentures", "holding company", "subsidiary",
               "subsidiary undertaking" and "wholly owned subsidiary" shall have
               the meaning giving in the Companies Act 1985;

        (e)    reference to a "company" shall be construed so as to include any
               company, corporation or other body corporate, wherever and
               however incorporated or established;

        (f)    references to this Agreement shall include any Recitals and
               Schedules to it and references to Clauses and Schedules are to
               Clauses of and Schedules to this Agreement;

        (g)    use of any gender includes the other genders;

        (h)    references to a "person" shall be construed so as to include any
               individual, firm, company or other body corporate, government,
               state or agency of a state, local or municipal authority or
               government body or any joint venture, association or partnership
               (whether or not having separate legal personality);

        (i)    any reference to a "day" (including within the phrase "Business
               Day") shall mean a period of 24 hours running from midnight to
               midnight;

        (j)    a reference to any other document referred to in this Agreement
               is a reference to that other document as amended, varied, novated
               or supplemented (other than in breach of the provisions of this
               Agreement) at any time;



                                       3


        (k)    headings and titles are for convenience only and do not affect
               the interpretation of this Agreement;

        (l)    a reference to any statute statutory instrument, regulation,
               bylaw or other requirement of English law or any English legal
               term for any action, remedy, method of judicial proceeding, legal
               document, legal status, court, official or any legal concept or
               thing shall in respect of any jurisdiction other than England be
               treated as a reference to that which most nearly approximates in
               that jurisdiction to the relevant requirement of English law or
               English legal term;

        (m)    general words shall not be given a restrictive meaning by reason
               of the fact that they are followed by particular examples
               intended to be embraced by the general words; and

        (n)    a reference to "$" or "dollars" shall be a reference to the
               lawful currency of the United States of America.

2.      SALE AND PURCHASE

2.1     Upon the terms and subject to the conditions of this Agreement, the
        Mortgagee shall sell and the Buyer shall purchase such right, title and
        interest as the Mortgagee may have in the Shares and the Loan Note with
        effect from Completion free from any Encumbrance together with all
        accrued rights attached thereto.

2.2     The consideration for the sale of the Shares shall be the sum of $1 to
        be satisfied in cash on Completion.

2.3     The consideration for the sale of the Loan Note shall be the sum of $1
        to be satisfied in cash on Completion.

3.      CONDITIONS

3.1     Completion shall be conditional upon the fulfilment of each of the
        following conditions:

        (a)    the approval of the Government and the Bank of Ghana to the sale
               of the Shares and change in control of the Company and to the
               sale of the Loan Note under this Agreement;

        (b)    the final agreement, execution and delivery of the Finance
               Agreement (as that term is defined in the Asset Sale Agreements)
               by each of the relevant parties thereto and satisfaction of all
               conditions precedent as are specified thereunder (save and except
               for formal Completion of this Agreement); and

        (c)    the satisfaction of all such other conditions to Completion as
               the Mortgagee and the Buyer may each require to be satisfied.

3.2     If either Party becomes aware of any fact, matter or circumstance which
        in the opinion of that Party may prevent any of the Conditions from
        being fulfilled on or before 31 July 2002, then that Party must notify
        the other Party to this Agreement forthwith.



                                       4


3.3     If all of the Conditions have not been fulfilled on or before 31 July
        2002 (or such later date as the parties may agree in writing), this
        Agreement shall terminate.

3.4     If the Agreement is terminated or terminates in accordance with Clause
        3.3 then the respective obligations of each Party shall automatically
        terminate save that the rights and liabilities of the Parties which have
        accrued prior to termination shall continue to subsist including without
        limitation those rights and liabilities arising under Clauses 6 to 9 and
        11 to 17 inclusive.

4.      COMPLETION

4.1     DATE AND PLACE

        Completion shall take place at the offices of Bentsi Enchill & Letsa on
        the Share Completion Date.

4.2     MORTGAGEE'S OBLIGATIONS ON COMPLETION

        On Completion the Mortgagee shall:

        (a)    procure that a board meeting of the Company is held at which:

                (i)     the directors (or an authorised committee of that board)
                        approve the registration of the transfer of the Shares
                        (subject only to stamping); and

                (ii)    approve the appointment of such nominees as the Buyer
                        may elect as directors of the Company subject only to
                        Completion.

        (b)    deliver to or, if the Buyer shall so agree, make available to the
               Buyer:

                (i)     a true copy of the Lease;

                (ii)    a true copy of the Loan Note (the original being held
                        pursuant to the Financing Agreement by Standard Bank
                        London Limited);

                (iii)   a duly executed transfer of the Shares in favour of the
                        Buyer or as it may direct together with the relative
                        share certificates together with any power of attorney
                        under which any transfer is executed;

                (iv)    an irrevocable power of attorney in the agreed form duly
                        executed by the Mortgagee in favour of the Buyer to
                        enable the Buyer (pending registration of the transfer
                        of Shares) to exercise all voting rights and other
                        rights attaching to the Shares and to appoint proxies
                        for such purpose;

                (v)     written resignations in the agreed terms and duly
                        executed as deeds of each of the directors of the
                        Company to take effect on the Asset Completion Date
                        whereby such directors relinquish any rights which they
                        may have against the Company for compensation for loss
                        of office or otherwise such resignations to be tendered
                        at the board meeting referred to in Clause 4.2(a) above;



                                       5


                (vi)    the statutory books (which shall be written up to but
                        not including the Share Completion), the certificates of
                        incorporation, corporate seals (if any) and cheque books
                        of the Company;

                (vii)   bank statements of all bank accounts of the Company as
                        at a date not later than three Business Days prior to
                        the Share Completion Date;

                (viii)  a confirmation in the agreed terms from the Mortgagee to
                        the effect that there is no indebtedness owing from the
                        Company to the Mortgagee;

                (ix)    the written resignations of the auditors (if any) of the
                        Company containing an acknowledgement that they have no
                        claim against the Company for compensation for loss of
                        office, professional fees or otherwise.

4.3     BUYER'S OBLIGATIONS ON COMPLETION

        On Completion the Buyer shall pay to the Mortgagee the Consideration
        specified in Clauses 2.3 and 2.4 in cash.

5.      EXCLUSION OF WARRANTIES

5.1     All representations, warranties and conditions, express or implied and
        whether statutory or otherwise are expressly excluded (including without
        limitation, warranties and covenants for or as to title of the Shares,
        freedom from encumbrances, quiet possession, further assurance,
        satisfactory quality, fitness or purchase and description) in relation
        to the sale of the Shares hereunder. It is agreed by the Buyer that the
        provisions of this Agreement are fair and reasonable in the context of a
        sale of the Shares forming part of the assets of an insolvent company
        and particularly having regard to the following matters, namely:

        (a)    that the Mortgagee, the Receiver, the Company and SGL have
               specifically informed the Buyer that the Buyer must rely
               absolutely on its own opinion and/or that of its professional
               advisers concerning the Business, the Assets, the Mine and the
               Lease and the quality, state and condition of the same, their
               fitness and/or suitability for any purpose, the possibility that
               some or all of them may have defects not apparent on inspection
               and examination (which could render it inappropriate that they
               should be described as they are in fact described in this
               Agreement) or the reasons that the Buyer has or should have for
               purchasing the Shares;

        (b)    that the Buyer has, and has informed SGL, the Mortgagee, the
               Receiver and the Company that it has, skilled professional advice
               available to it concerning the Business and the Assets and the
               matters referred to in sub-Clause 5.1(a) above, that it is on the
               basis of this advice that the Buyer has agreed to purchase the
               Shares for a consideration calculated to take into account (inter
               alia) the risk to the Buyer represented by this Agreement, the
               Mortgagee making it clear that on any other basis it would not
               have agreed to sell the same except for a much higher
               consideration;



                                       6


        (c)    that the Buyer and its professional advisers have been given
               every opportunity it or they may wish to examine and inspect the
               Mine and all or any of the Assets and all or any books, records
               and documents relating thereto;

        (d)    that SGL is insolvent and faces the constraints of selling
               necessarily imposed on it in those circumstances; and

        (e)    that the knowledge of the Assets available to:

                (i)     the Receiver and its partners, staff and advisers; and

                (ii)    the Mortgagee and its staff, agents and advisers, is in
                        each case, necessarily limited.

5.2     The Buyer acknowledges, for the avoidance of doubt, that if it shall be
        found that the Mortgagee or SGL does not have title or unencumbered
        title to the Shares this shall not be a ground for rescinding, avoiding
        or varying any or all of the provisions hereof or for the recovery of
        any or all of the consideration paid by the Buyer hereunder.

5.3     The exclusion of liability set out in this Clause shall operate in
        favour of each of SGL, the Receiver and the Mortgagee as waivers of any
        claims in tort as well as under the law of contract and such exclusions
        shall be in addition to and not in substitution for and notwithstanding
        any right of indemnity or relief otherwise available to the Mortgagee
        and/or the Receiver.

5.4     For the avoidance of doubt the exclusions and limitations in Schedule 2
        shall apply to this Agreement.

6.      CONFIDENTIALITY AND ANNOUNCEMENTS

6.1     Subject to Clause 6.2, following Completion the Mortgagee shall not use
        or disclose to any person any Confidential Information.

6.2     Clause 6.1 does not apply to:

        (a)    disclosure of Confidential Information to or at the written
               request of the Buyer;

        (b)    disclosure of Confidential Information by the Mortgagee to the
               Finance Parties under the Definitions and Common Terms Agreement
               dated May 8, 1998 as amended among, inter alia, Satellite
               Goldfields Limited, Glencar Mining plc, the Senior Lenders party
               thereto, CDC Group plc (formerly Commonwealth Development
               Corporation) and The Law Debenture Trust Corporation p.l.c;

        (c)    use or disclosure of Confidential Information required to be
               disclosed by law or the rules and standards of any stock exchange
               or securities regulator for which the Mortgagee is a reporting
               issuer or the rules and requirements of any other regulatory
               body;

        (d)    disclosure of Confidential Information to professional advisers
               for the purpose of advising the Mortgagee; or



                                       7


        (e)    Confidential Information which becomes generally known other than
               by a breach of Clause 6.1.

6.3     No Party shall disclose the making of this Agreement nor its terms nor
        any other agreement referred to in this Agreement (except those matters
        set out in the press release in the agreed terms) and each Party shall
        procure that each of its Related Persons shall not make any such
        disclosure without the prior consent of the other Party unless
        disclosure is:

        (a)    to its professional advisers; or

        (b)    required by law; or

        (c)    the rules or standards of any stock exchange or securities
               regulator for which a Party is a reporting issuer or the rules
               and requirements of any other regulatory body having jurisdiction
               and disclosure shall then only be made by that Party:

                (i)     after it has taken all such steps as may be reasonable
                        in the circumstances to agree the contents of such
                        announcement with the other Party before making such
                        announcement and provided that any such announcement
                        shall be made only after notice to the other
                        Party/Parties; and

                (ii)    to the person or persons and in the manner required by
                        law or the rules and standards or regulations of such
                        stock exchange, securities regulator or other regulatory
                        body having jurisdiction or as otherwise agreed between
                        the Parties.

6.4     The restrictions contained in Clauses 6.1 and 6.3 shall apply without
        limit of time.

7.      ASSIGNMENT

        This Agreement is personal to the Parties and accordingly the Buyer may
        not without the prior written consent of the Mortgagee assign, transfer
        or declare a trust of the benefit of all or any of the Buyer's
        obligations nor any benefit arising under this Agreement.

8.      COSTS

        Unless expressly otherwise provided in this Agreement each of the
        Parties shall bear its own legal, accountancy and other costs, charges
        and expenses connected with the sale and purchase of the Shares.

9.      EFFECT OF COMPLETION

        The terms of this Agreement (insofar as not performed at Completion and
        subject as specifically otherwise provided in this Agreement) shall
        continue in force after and notwithstanding Completion.



                                       8


10.     FURTHER ASSURANCES

        Following Completion, the Mortgagee shall, at the sole expense of the
        Buyer and subject to the provisions of this Agreement, execute such
        further assurances and do such further acts and things (insofar as it
        may be reasonably able and empowered so to do) as shall be necessary for
        the purpose of transferring to the Buyer all of the Mortgagee's right,
        title and interest in and to the Shares provided that this shall not
        oblige the Mortgagee to become a Party to any litigation or arbitration
        proceedings and provided further that no document executed pursuant to
        this Clause shall confer or have the effect of conferring on the Buyer
        any additional right or rights not conferred by this Agreement against
        the Mortgagee. The obligations of the Mortgagee under this Clause shall
        cease six months from the Completion Date.

11.     ENTIRE AGREEMENT

        This Agreement (including all documents to be executed pursuant to this
        Agreement) contain the whole agreement between the Parties relating to
        the subject matter of this Agreement and no variation of this Agreement
        shall be effective unless in writing and signed by or on behalf of each
        of the Parties to this Agreement.

12.     WAIVER

12.1    A waiver of any term, provision or condition of, or consent granted
        under, this Agreement shall be effective only if given in writing and
        signed by the waiving or consenting Party and then only in the instance
        and for the purpose for which it is given.

12.2    No failure or delay on the part of any Party in exercising any right,
        power or privilege under this Agreement shall operate as a waiver
        thereof, nor shall any single or partial exercise of any such right,
        power or privilege preclude any other or further exercise thereof or the
        exercise of any other right, power or privilege.

13.     INVALIDITY

        If any provision of this Agreement is or becomes invalid, illegal or
        unenforceable in any respect under the law of any jurisdiction:

        (a)    the validity, legality and enforceability under the law of that
               jurisdiction of any other provision; and

        (b)    the validity, legality and enforceability under the law of any
               other jurisdiction of that or any other provision,

        shall not be affected or impaired in any way.



                                       9


14.     NOTICES

14.1    Any notice, demand or other communication given or made under or in
        connection with the matters contemplated by this Agreement shall be in
        writing and shall be delivered personally or sent by fax or prepaid
        first class post (air mail if posted to or from a place outside the
        United Kingdom):

        In the case of the Buyer to:         Wasford Holdings
                                             Such address and facsimile number
                                             as is notified in writing by the
                                             Buyer to the Mortgagee from time to
                                             time provided always that delivery
                                             of notice to Golden Star Resources
                                             Ltd at the address specified below
                                             shall constitute valid service and
                                             delivery of any notice required to
                                             be delivered to the Buyer.

        Fax:                                 As above

        Attention:                           Corporate Secretary

        With a copy to:                      Golden Star  Resources Ltd
                                             10579 Bradford Road,
                                             Suite 103,
                                             Littleton,
                                             Colorado 80127-4247,
                                             U.S.A.

        Fax:                                 303-830-9094

        Attention:                           Corporate Secretary

        In the case of the Mortgagee to:     The Law Debenture Trust Corporation
                                             p.l.c.
                                             5th Floor
                                             100 Wood Street
                                             London EC2V 7EX

        Fax:                                 00 44 (0)207 606 0643

        Attention:                           Trudi Elkington-Poole

        and shall be deemed to have been duly given or made as follows:

        (a)    if personally delivered, upon delivery at the address of the
               relevant Party;

        (b)    if sent by air mail, five Business Days after the date of
               posting; and

        (c)    if sent by fax, when despatched;



                                       10


        provided that if, in accordance with the above provisions, any such
        notice, demand or other communication would otherwise be deemed to be
        given or made outside 9.00 a.m. - 5.00 p.m. on a Business Day such
        notice, demand or other communication shall be deemed to be given or
        made at 9.00 a.m. on the next Business Day.

14.2    A Party may notify the other Party to this Agreement of a change to its
        name, relevant addressee, address or fax number for the purposes of
        Clause 14.1 provided that such notification shall only be effective:

        (a)    on the date specified in the notification as the date on which
               the change is to take place; or

        (b)    if no date is specified or the date specified is less than five
               Business Days after the date on which notice is given, the date
               falling five Business Days after notice of any such change has
               been given.

15.     THIRD PARTY RIGHTS

        The terms of this Agreement may be enforced only by a Party to it and
        shall not create any rights in favour of any third parties whether under
        the Contracts (Rights of Third Parties) Act 1999 or otherwise save and
        except for those granted to the Company, SGL or the Receiver.
        Notwithstanding any provision of this Agreement, the Parties do not
        require the consent of any third party to rescind or vary this Agreement
        at any time.

16.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts which
        together shall constitute one agreement. Any Party may enter into this
        Agreement by executing a counterpart and this Agreement shall not take
        effect until it has been executed by all Parties.

17.     GOVERNING LAW AND JURISDICTION

17.1    This Agreement (and any dispute, controversy, proceedings or claim of
        whatever nature arising out of or in any way relating to this Agreement
        or its formation) shall, except to the extent otherwise agreed by the
        Parties in writing, be governed by and construed in accordance with
        English law.

17.2    Except to the extent otherwise agreed by the Parties in writing:

        (a)    the courts of England have exclusive jurisdiction to settle any
               dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "DISPUTE");

        (b)    the Parties agree that the courts of England are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no Party will argue to the contrary;

        (c)    each Party irrevocably waives any objection which it may have now
               or hereafter to proceedings being brought in the courts of
               England, and any claim that proceedings have been brought in an
               inconvenient forum. Each Party



                                       11


                further irrevocably agrees that a judgment in any proceedings in
                the courts of England shall be conclusive and binding upon each
                Party and may be enforced in the courts of any other
                jurisdiction.

17.3    Without prejudice to any other mode of service allowed under any
        relevant law, the Buyer:

        (a)    irrevocably appoints Moriah Limited (No. 03991620) a company
               incorporated in England and Wales and having its registered
               office at 60A Manchuria Road, London SW11 6AE, as its agent for
               service of process in relation to any proceedings before the
               English courts in connection with this Agreement PROVIDED THAT
               the Buyer may at any time upon the giving of one month's notice
               to the Mortgagee substitute an alternative company (which must be
               duly incorporated in England and Wales and have its registered
               office at an address within England and Wales) in substitution
               for Moriah Limited such substitution to be documented in form and
               substance satisfactory to the Mortgagee; and

        (b)    each agrees that failure by a process agent to notify the
               Mortgagee as the case may be of the process will not invalidate
               the proceedings concerned.

        If the appointment of the Person mentioned in this Clause 17.3 ceases to
        be effective, the Buyer shall immediately appoint another Person in
        England as its agent for service of process in relation to any
        proceeding before the English courts in connection with this Agreement.
        If the Buyer fails to do so (and such failure continues for a period of
        not less than 15 Business Days), the Mortgagee shall be entitled to
        appoint such a Person by notice to the Buyer.

IN WITNESS whereof this Agreement has been executed on the date first above
written.



                                       12


                                   SCHEDULE 1
                       PARTICULARS RELATING TO THE COMPANY


Authorised share capital:                   10 million ordinary shares of no par
                                            value divided into 9 million Class
                                            "A" ordinary shares of no par value
                                            and 1 million Class "B" ordinary
                                            shares of no par value


Issued share capital:                       108 Class "A" ordinary shares of no
                                            par value and 12 Class "B" ordinary
                                            shares of no par value


Directors:                                  Sadia Chinery-Hesse
                                            Philip Dosoo


Secretary:                                  Trustee Services Limited


Registered Office:                          C/ Bentsi Enchill & Letsa
                                            1st Floor, Teachers' Hall Annex
                                            Education Loop (Off Barnes Road)
                                            P.O. Box 1632 Accra
                                            Ghana



                                      SS-1


                                   SCHEDULE 2

                                   EXCLUSIONS

1.      The interest in the Shares which the Mortgagee sells and the Buyer buys
        is such right, title and interest as such Mortgagee may have at the
        commencement of business on the date hereof.

2.      Save as expressly provided in this Agreement the Assets are sold in
        their present state and condition, and whereabouts, and subject to all
        faults and to any extant lien, distraint, execution or detention, or
        claims of third Parties over them or in respect of their use the cost of
        discharging or compromising any or all of which shall be for the account
        of the Buyer. The Buyer accepts that it has had opportunity to inspect
        the Mine and the Assets, as have its advisers, and the Buyer
        acknowledges and agrees that it has satisfied itself as to the state and
        condition, and whereabouts of the Assets and as to their fitness for
        such purpose or purposes as the Buyer may intend to use them, and as to
        their correspondence with any description given or to be implied. The
        Shares are acquired by the Buyer on the basis that it is deemed to be
        aware for all purposes with respect to the Mine and the Assets of the
        presence of any buildings or structure thereon, and of the presence,
        position or absence of drains, services, cables, sewers, tanks, tunnels,
        wayleaves, easements, quasi-easements, rights of light and way and any
        obligation to give vacant possession is modified accordingly.

3.      It is accepted that no reliance has been placed in regard to the matters
        referred to in Clause 6.1 of the Agreement on any statement, or silence,
        of the Mortgagee, the Receiver, the Senior Lenders, SGL or of their
        employees, solicitors, advisers, valuers, agents, partners,
        Representatives or, save and except in the case of SGL, any of their
        directors or officers.

4.      Any claim of the Buyer, or of any person claiming through it, against
        the Mortgagee shall not take effect otherwise than as an unsecured
        claim.

5.      The exclusions of liability in this Schedule and this Agreement shall
        arise and continue notwithstanding the entry into receivership,
        administration or liquidation of SGL before or after the signing of this
        Agreement, and shall operate as waivers of any claims in tort as well as
        under the law of contract. Such exclusions shall be in addition to, and
        not in substitution for and notwithstanding any right of indemnity or
        relief otherwise available to either the Mortgagee and/or Receiver. They
        shall continue as well after as before completion of this Agreement in
        whole or in part.

6.      The Buyer acknowledges the terms of the Asset Sale Agreements.

7.      Except as expressly provided in this Agreement, neither the Mortgagee
        nor the Receiver shall not incur any liability to the Buyer by reason of
        any act or omission, or negligence or default, of any officer or
        employee, that expression including anyone under a contract for
        services, as well as of service, of the Mortgagee or the Receiver whose
        services may be made available to the Buyer on a sub-contract basis from
        time to time.



                                      SS-2


8.      Save as expressly provided in this Agreement nothing in this Agreement
        is to require either Mortgagee or the Receiver to discharge in whole or
        in part any liability of the Mortgagee outstanding at the Share
        Completion Date.

9.      If any of the provisions of this Agreement is held not to be valid but
        would be valid if part of the wording were deleted or modified, then
        such provision shall apply with such modification as may be necessary to
        make it enforceable.

10.     Nothing in this Agreement shall, in the absence of an express provision
        to the contrary herein contained, require the Mortgagee to carry out or
        continue to carry out any arrangement or contract, whether single or of
        continuing effect, with third Parties and whether in relation to the
        Mine or any of the Assets or otherwise.



                                      SS-2


Signed by                              )
a duly authorised representative of    )
and for and on behalf of WASFORD       )
HOLDINGS:





                                       S-1


Signed by                              )
for and on behalf of THE LAW           )
DEBENTURE TRUST                        )
CORPORATION P.L.C.:





                                       S-2

                          WASFORD HOLDINGS LETTERHEAD



Law Debenture Trust Corporation p.l.c.
5th Floor
100 Wood Street
London EC2V  7EX

Attention:     Trudi Elkington-Poole
                                                              September 13, 2002


Dear Sirs

AGREEMENT FOR THE SALE AND PURCHASE OF 90% OF THE ISSUED CAPITAL OF WEXFORD
GODLFIELDS LIMITED (THE "SHARE SALE AGREEMENT") DATED 26 JUNE, 2002.

We refer to the Share Sale Agreement. Terms used but not defined in this letter
are used as defined in the Share Sale Agreement.

The parties hereto agree that the reference in Clause 3.3 of the Share Sale
Agreement to "on or before 31 July 2002" shall be deleted and replaced with "on
or before August 31, 2002".

Please countersign and return to us the attached copy of this letter to signify
your acceptance of its terms.

This letter may be executed by the parties hereto in several counterparts, each
of which shall, when executed, be deemed to be an original and all of which
shall constitute together but one and the same agreement.



Yours faithfully




- ---------------------------------------
For and on behalf of WASFORD HOLDINGS
 By:



Accepted




- ---------------------------------------
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
By:

EX-2.7

                            Dated September 13, 2002


                           GOLDEN STAR RESOURCES LTD.
                                 as the Sponsor

                                       and

                          STANDARD BANK LONDON LIMITED
                             as the Security Trustee





                     --------------------------------------

                                SUPPORT AGREEMENT
                                       for
                               WASSA GOLD PROJECT
                     --------------------------------------









                            Mayer, Brown, Rowe & Maw
                                11 Pilgrim Street
                                 London EC4V 6RW





                               TABLE OF CONTENTS




                                                                                      PAGE

                                                                                
1.      DEFINITIONS AND INTERPRETATIONS..................................................1

2.      GUARANTEE AND INDEMNITY..........................................................6

3.      REPRESENTATIONS AND WARRANTIES...................................................9

4.      UNDERTAKINGS OF THE SPONSOR.....................................................17

5.      NEGATIVE COVENANTS..............................................................22

6.      ACKNOWLEDGMENTS AND CONSENTS OF THE SPONSOR.....................................25

7.      STEP-IN AND STEP-OUT RIGHTS.....................................................26

8.      MISCELLANEOUS PROVISIONS........................................................27

9.      GOVERNING LAW AND SUBMISSION TO JURISDICTION....................................35




SCHEDULE 1       Disclosure Schedule

SCHEDULE 2       Form of Compliance Certificate

SCHEDULE 3       Payment Notice



                                        i


THIS SUPPORT AGREEMENT (as amended, modified or supplemented from time to time,
this "AGREEMENT"), dated September 13, 2002, made between:

(1)     GOLDEN STAR RESOURCES LTD., a company amalgamated and continuing under
        the federal laws of Canada (the "SPONSOR"); and

(2)     STANDARD BANK LONDON LIMITED in its capacity as security trustee for the
        Finance Parties (in such capacity the "SECURITY TRUSTEE").

WHEREAS:

(A)     pursuant to the Loan Agreement, the Lenders have agreed to make certain
        loans available to the Borrower on the terms and conditions of the Loan
        Agreement;

(B)     the Sponsor owns, indirectly, a majority of the outstanding share
        capital of the Borrower; and

(C)     the Sponsor has determined that the execution, delivery and performance
        of this Agreement are within its corporate powers and in its best
        interests, and have been duly authorised.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and in order to induce the Lenders to make or
participate in the Loan to the Borrower pursuant to the Loan Agreement and to
enter into the transactions contemplated thereby, the Sponsor agrees, with the
Security Trustee, as follows:

1.  DEFINITIONS AND INTERPRETATIONS

1.1     DEFINITIONS

        The following terms (whether or not underscored) when used in this
        Agreement, including its preamble and recitals, shall have the following
        meanings:

        "ADDRESS FOR NOTICES" is defined in Clause 8.8;

        "AGREEMENT" is defined in the preamble;

        "BARNEX AGREEMENT" means the Share Sale Agreement between the Sponsor
        and Barnato Exploration Limited dated June 21, 2001.

        "COMMON TERMS AGREEMENT" means that certain agreement, dated June 26,
        2002, as amended, modified or supplemented from time to time among (1)
        Wexford Goldfields Limited, as the borrower, (2) the other Obligors
        party thereto from time to time, (3) Standard Bank London Limited, as
        the facility agent and the security trustee, and (4) The Law Debenture
        Trust Corporation p.l.c., as the initial Royalty Holder;

        "COMPLIANCE CERTIFICATE" means a certificate duly executed by an
        Authorised Representative of the Sponsor in the form annexed as Schedule
        2;

        "CURRENT ASSETS" means, in respect of the Sponsor, the sum of its
        inventory, trade receivables and other receivables including sundry
        debtors (falling due within 12 months);



                                       1


        "CURRENT LIABILITIES" means, in respect of the Sponsor, the sum of all
        its consolidated liabilities falling due within 12 months;

        "DISCLOSURE SCHEDULE" means the disclosure schedule attached hereto as
        Schedule 1;

        "DISPUTE" is defined in Clause 9.2(a);

        "EFFECTIVE DATE" is defined in Clause 8.7;

        "ENVIRONMENTAL REVIEW STANDARDS" is defined in Clause 3.15(a);

        "EXCLUDED OBLIGATIONS" means all Obligations of the Borrower under the
        Asset Sale Agreements (excluding any such Obligations arising pursuant
        to Clauses 4.1 and of the Asset Sale Agreement, dated 1 March , 2002
        and/or Clauses 4.1(a) and 4.2 of the Asset Sale Agreement, dated 15
        March, 2002);

        "FACILITY A COMMITMENT" has the meaning given to it in the Loan
        Agreement;

        "FACILITY A OUTSTANDINGS" has the meaning given to it in the Loan
        Agreement;

        "FINANCIAL INDEBTEDNESS" means any indebtedness in respect of or arising
        under or in connection with:

        (a)    moneys borrowed (including overdrafts); or

        (b)    money raised including any debenture, bond (other than a
               performance bond issued in the ordinary course of trading by one
               member of the Group in respect of the obligations of another
               member of the Group), note or loan stock or other similar
               instrument; or

        (c)    any acceptance or documentary credit; or

        (d)    receivables sold or discounted (otherwise than on a non-recourse
               basis); or

        (e)    the acquisition cost of any asset to the extent unconditionally
               payable (except for any condition relating to time of payment)
               after the time of acquisition or possession by the person liable
               as principal obligor for the payment thereof where the deferred
               payment is arranged primarily as a method of raising finance or
               financing or refinancing the acquisition of the asset acquired
               (but not including any royalty payment obligation pursuant to a
               Royalty Agreement or the Barnex Agreement); or

        (f)    the sale price of any asset to the extent paid before the time of
               sale or delivery by the person liable to effect such sale or
               delivery where the advance payment is arranged primarily as a
               method of raising finance or financing or refinancing the
               manufacture, assembly, acquisition or holding of the asset to be
               sold; or

        (g)    finance leases, credit sale or conditional sale agreements
               (whether in respect of land, buildings, plant, machinery,
               equipment or otherwise) which are treated as finance leases in
               accordance with GAAP (but not including liabilities under
               operating leases); or



                                       2


        (h)    any agreement for managing or hedging currency and/or interest
               rate and/or commodity risk provided that where such agreement
               provides for netting to occur this paragraph (h) shall include
               the net amount of the payment obligation outstanding from the
               relevant member of the Group thereunder after such netting-off
               has occurred; or

        (i)    the amount payable under any put option or other arrangement
               whereby any member of the Group is liable, at the request of a
               third party, to purchase share capital or other securities issued
               by it or any other member of the Group; or

        (j)    the amount payable by any member of the Group in respect of the
               redemption of any share capital or other securities issued by it
               or any other member of the Group (if the share capital or other
               securities are redeemable at the option of their holder or if the
               relevant member of the Group is otherwise obliged to redeem
               them); or

        (k)    amounts raised under any other transaction required to be
               accounted for as a borrowing; or

        (l)    any guarantee, indemnity or similar assurance against financial
               loss of any person in respect of any indebtedness falling within
               paragraphs (a) to (k) inclusive of this definition,

        and so that, where the amount of Financial Indebtedness falls to be
        calculated, no amount shall be taken into account more than once in the
        same calculation;

        "GUARANTEED OBLIGATIONS" means all Liabilities of the Borrower now or
        hereafter existing (excluding any Liability in respect of any Excluded
        Obligations);

        "INDEMNIFIED LIABILITIES" is defined in Clause 8.10;

        "INDEMNIFIED PARTIES" is defined in Clause 8.10;

        "INTEREST" means interest and amounts in the nature of interest paid or
        payable in respect of any Financial Indebtedness of any member of the
        Group excluding any interest paid or payable on Financial Indebtedness
        between any member of the Group and any other member of the Group but
        including, without limitation:

        (a)    the interest element of finance leases;

        (b)    discount and acceptance fees payable (or deducted) in respect of
               any Financial Indebtedness;

        (c)    fees payable in connection with the issue or maintenance of any
               bond, letter of credit, guarantee or other assurance against
               financial loss which constitutes Financial Indebtedness and which
               is issued by a third party on behalf of a member of the Group;

        (d)    repayment and prepayment premiums payable or incurred in repaying
               or prepaying any Financial Indebtedness; and



                                       3


        (e)    commitment, utilisation and non-utilisation fees payable or
               incurred in respect of Financial Indebtedness (but excluding any
               fees payable in relation to any borrowing for arranging such
               borrowing and which are paid at the commencement of such
               borrowing);

        "MATERIAL AGREEMENTS" is defined in Clause 3.20;

        "NET WORTH" means (in each case calculated at the end of each quarter):

        (a)    the stated share capital fully paid up and the additional paid in
               capital of the Group; plus

        (b)    the aggregate amount standing to the credit of the Group's
               consolidated capital and revenue reserves (including any share
               premium account and capital redemption reserve fund); plus or
               minus

        (c)    the amount standing to the credit or debit, as the case may be,
               of the consolidated profit and loss account of the Group; less

        (d)    any dividend or other distribution declared, recommended or made
               by any Group Member to the extent such distribution is not
               provided for in such accounts; less

        (e)    the amount of any writing up of the book value of any assets of
               any Group Member after the Effective Date or, in the case of a
               company becoming a subsidiary after the Effective Date, after the
               date of its becoming a subsidiary; less

        (f)    the amount of any sums required to be set aside for taxation
               payable by any Group Member and not provided for in such
               accounts; less (if not already deducted)

        (g)    any amount attributable to minority interests; less

        (h)    any amount attributable to goodwill or other intangible assets of
               the Group but after adding back any amortised goodwill;

        "OPERATING CASH FLOW" means the net cash provided by the operating
        activities of the Group after adding back interest expense, in each case
        determined in accordance with GAAP;

        "PARTY" means a party to this Agreement;

        "PAYMENT CURRENCY" is defined in Clause 8.14(a)(i);

        "PAYMENT NOTICE" means a notice substantially in the form of Schedule 3
        hereto;

        "PROCESS AGENT" is defined in Clause 9.6(a);

        "RELEVANT CURRENCY" is defined in Clause 8.14(a)(i);

        "SEC" means the U.S. Securities and Exchange Commission;



                                       4


        "SECURITY TRUSTEE" is defined in the preamble;

        "SPONSOR" is defined in the preamble;

        "STEP-IN DATE" means the date specified in the Step-in Notice as the
        date for assumption of the obligations of the Borrower under the
        Management Agreement;

        "STEP-IN NOTICE" means a written notice served by the Security Trustee
        on the Sponsor pursuant to Clause 7.1;

        "STEP-IN PERIOD" means the period from (and including) the Step-in Date
        to (and excluding) the earlier of:

        (a)    the Step-out Date; and

        (b)    the date which is one year after the Step-in Date.

        "STEP-OUT DATE" means the date specified in the Step-out Notice as the
        date for the termination of the obligations of the Substitute Entity
        under the Management Agreement;

        "STEP-OUT NOTICE" means a written notice served by the Security Trustee
        or a Substitute Entity pursuant to Clause 7.5;

        "SUBSTITUTE ENTITY" means the person appointed by the Security Trustee
        for the purposes of assuming the rights and obligations of the Borrower
        under the Management Agreement;

        "SUSPENSION PERIOD" has the meaning provided in Clause 5.9;

        "TAX CREDIT" is defined in Clause 8.12;

        "TAX PAYMENT" is defined in Clause 8.12; and

        "TAXES" is defined in Clause 8.11(a).

        "TERMINATION ACTION" has the meaning provided in Clause 5.9;

        "TERMINATION DATE" means the later of:

        (a)    the Discharge Date;

        (b)    the date on which all Liabilities to each Finance Party have been
               irrevocably and fully discharged; and

        (c)    the date on which the last shipment of Gold has occurred and the
               Mine has been closed in accordance with the Development Plan.

        "TERMINATION NOTICE" means a written notice served by the Sponsor on the
        Security Trustee pursuant to Clause 5.9.



                                       5


1.2     INTERPRETATION.

        Unless a clear contrary intention appears, this Agreement shall be
        construed and interpreted in accordance with the provisions set forth
        below:

        (a)    the parties hereto intend that this Agreement shall take effect
               as a deed.

        (b)    capitalised terms used but not defined in this Agreement
               (including the preamble hereto) have the same meanings as in the
               Common Terms Agreement; and

        (c)    this Agreement is a Finance Document and shall be interpreted and
               construed in accordance with the terms and provisions of the
               Common Terms Agreement (including Clauses 1.2 to 1.5 thereof
               which are hereby incorporated into this Agreement with all
               necessary consequential changes).

2.  GUARANTEE AND INDEMNITY

2.1     GUARANTEE AND INDEMNITY

        The Sponsor hereby irrevocably and unconditionally:

        (a)    guarantees to each Finance Party the due and punctual observance
               and performance of all the Guaranteed Obligations and agrees to
               pay to the Security Trustee on demand the Guaranteed Obligations
               which shall not have been paid by the Borrower at the time such
               demand is made; and

        (b)    agrees as a primary obligation to indemnify each Finance Party on
               demand by the Security Trustee from and against any cost, loss or
               liability incurred or suffered by such Finance Party as a result
               of any of the Guaranteed Obligations being or becoming void,
               voidable, unenforceable, invalid, illegal or ineffective as
               against the Borrower for any reason whatsoever, whether or not
               known to such Finance Party or any other person. The amount of
               such cost, loss or liability shall be the amount which such
               Finance Party would otherwise have been entitled to recover from
               the Borrower.

2.2     ADDITIONAL SECURITY

        The obligations of the Sponsor herein contained shall be in addition to
        and independent of every other security which any Finance Party may at
        any time hold in respect of any of the Guaranteed Obligations and shall
        not be prejudiced in any way by any such security.

2.3     RELEASE OF OBLIGATIONS

        The obligations of the Sponsor herein contained shall constitute and be
        continuing obligations notwithstanding any settlement of account or
        other matter or thing whatsoever, and in particular, but without
        limitation, shall not be considered satisfied by any intermediate
        payment or satisfaction of any of the Guaranteed Obligations and shall
        continue in full force and effect; provided, however, that the Sponsor's
        obligations pursuant to Clause 2.1 shall (subject to Clause 2.10) cease
        on the earlier of:



                                       6


        (a)    the Release Date (other than in respect of any demand for payment
               made prior to the Release Date); and

        (b)    the date on which all of the Facility A Outstandings, together
               with all interest thereon and any costs in relation thereto for
               which the Borrower is liable pursuant to any Finance Document
               shall have been irrevocably and unconditionally paid and
               discharged in full and the Lenders shall be under no further
               obligations to advance funding pursuant to the Loan Agreement.

2.4     RIGHTS NOT AFFECTED

        Neither the obligations of the Sponsor herein contained nor the rights,
        powers and remedies conferred in respect of the Sponsor upon the Finance
        Parties by this Agreement (whether pursuant to this Clause 2 or
        otherwise) or by law shall be discharged, impaired or otherwise affected
        by:

        (a)    the winding-up or dissolution of the Borrower or any change in
               the Borrower's status, function, control or ownership;

        (b)    any of the Guaranteed Obligations being or becoming illegal,
               invalid, unenforceable or ineffective in any respect;

        (c)    time or other indulgence being granted or agreed to be granted to
               the Borrower or any other person in respect of the Guaranteed
               Obligations;

        (d)    any amendment to, or any variation, waiver or release of, any
               Guaranteed Obligation except if, and to the extent that, the
               obligations of the Borrower are actually expressly reduced with
               the consent of the Finance Parties;

        (e)    the taking, variation, compromise, exchange, renewal or release
               of or refusal or neglect to perfect, take up or enforce, any
               rights against, or security over assets of, the Borrower or any
               other person or any non-presentation or any instrument or any
               failure to realise the full value of any security;

        (f)    any other act, event or omission which, but for this Clause 2.4,
               might operate to discharge, impair or otherwise affect any of the
               obligations of the Sponsor herein contained or any of the rights,
               powers or remedies conferred upon the Finance Parties by this
               Agreement or by law; or

        (g)    any incapacity or lack of power, authority or legal personality
               of, or dissolution or change in the members or status of the
               Borrower or any other person.

2.5     CONDITIONAL SETTLEMENT

        Any settlement or discharge between the Sponsor and any Finance Party
        shall be conditional upon no security or payment to such Finance Party
        by any Obligor or any other person on behalf of any Obligor being
        avoided or reduced by virtue of any provisions or enactments relating to
        bankruptcy, insolvency or liquidation for the time being in force and,
        if any such security or payment is so avoided or reduced the liability
        of each Obligor shall continue as if the settlement or discharge had not
        occurred and each Finance Party shall be entitled to recover the value
        or amount of



                                       7


        such security or payment from the Sponsor subsequently as if such
        settlement or discharge had not occurred.

2.6     RETENTION OF GUARANTEE

        The Security Trustee may following repayment of all of the Guaranteed
        Obligations in its absolute discretion retain an original counterpart of
        this Agreement for a period of 25 months after the Guaranteed
        Liabilities shall have been paid and discharged in full. If at any time
        within that period of 25 months a petition is presented to a competent
        court for a winding-up or administration order to be made in respect of
        any of the Obligors or steps are taken to wind up any of the Obligors
        voluntarily, then the Security Trustee may continue to retain an
        original counterpart of this Agreement for such further period as the
        Security Trustee in its absolute discretion shall determine.

2.7     NO OBLIGATION TO TAKE ACTION

        No Finance Party shall be obliged and the Sponsor waives any rights it
        may have of first requiring any Finance Party, before exercising any of
        the rights, powers or remedies conferred upon it in respect of the
        Sponsor by this Agreement or by law:

        (a)    to make any demand of any Obligor;

        (b)    to take any action, obtain judgment in any court against or
               otherwise exhaust its remedies against any Obligor;

        (c)    to make or file any claim or proof in a winding-up or dissolution
               of any Obligor; or

        (d)    to enforce or seek to enforce any other security taken in respect
               of any of the Guaranteed Obligations.

        This waiver applies irrespective of any law or any provision of a
        Finance Document to the contrary.

2.8     SPONSOR NOT TO TAKE ACTION

        The Sponsor agrees that, so long as any of the Guaranteed Obligations
        are or may be owed by the Borrower, or the Borrower is under any actual
        or contingent obligations in connection therewith, the Sponsor shall not
        exercise any rights which the Sponsor may at any time have by reason of
        performance by it of its obligations hereunder:

        (a)    to be indemnified by or to seek reimbursement from the Borrower;
               and/or

        (b)    to claim any contribution from any other guarantor of the
               Guaranteed Obligations; and/or

        (c)    to take the benefit (in whole or in part and whether by way of
               subrogation or otherwise) of any rights of any Finance Party
               hereunder or of any other security taken pursuant to, or in
               connection with, the Common Terms Agreement or any other Finance
               Document by any Finance Party.



                                       8


2.9     SUSPENSE ACCOUNT

        If the Borrower is wound up, goes into liquidation, becomes bankrupt or
        makes any composition or arrangement with its creditors, neither the
        existence of the guarantee or indemnity contained in this Clause 2, the
        rights of any Finance Party pursuant to Clause 4, nor any monies
        received or recovered by any Finance Party pursuant to this Clause 2 or
        Clause 4 shall impair the right of such Finance Party to prove in such
        winding up, liquidation, bankruptcy, composition or arrangement for the
        total amount due from the Borrower and, to this end or so as to preserve
        intact the obligations of any person answerable for any part of such
        total amount, any Finance Party may at any time and after any such event
        takes place and, for so long as such Finance Party thinks fit prior to
        satisfaction in full of each of the Sponsor's obligations under this
        Agreement, keep any monies received or recovered under this Agreement in
        a separate or suspense account, in such name as such Finance Party
        thinks fit, without any intermediate obligation on the part of such
        Finance Party to apply the same in or towards discharge of any part of
        such total amount.

2.10    LIMITATION OF LIABILITY

        The Sponsor's liability pursuant to this Deed shall be limited to:

        (a)    in respect of Clause 2.1, the Facility A Outstandings from time
               to time, together with accrued and unpaid interest thereon and
               any cost incurred by any Finance Party in relation thereto for
               which the Borrower is liable pursuant to Clause 15.3 of the
               Common Terms Agreement; and

        (b)    in each other case, any loss suffered by any Finance Party as a
               result of a breach by the Sponsor of any of its obligations
               pursuant to this Deed.

3.  REPRESENTATIONS AND WARRANTIES

3.1     MAKING OF REPRESENTATIONS AND WARRANTIES

        The representations and warranties set forth in this Clause shall be
made:

        (a)    on the date of this Agreement;

        (b)    upon the delivery of each Utilisation Request delivered on or
               after the New Ownership Date;

        and shall be deemed to have been made on:

        (c)    each Utilisation Date on or after the New Ownership Date (both
               immediately before and immediately after the application of the
               proceeds of the relevant Loans);

        (d)    the New Ownership Date;

        (e)    the Economic Completion Date;

        (f)    the Release Date;



                                       9


        (g)    any date on which any person grants further security pursuant to
               any Finance Document on or after the New Ownership Date;

        (h)    any date the Borrower enters into a Royalty Agreement other than
               the First Royalty Agreement;

        (i)    any date when any person accedes to or becomes party to any
               Finance Document as an Obligor on or after the New Ownership
               Date; and

        (j)    on the last day of each twelve monthly period ending after the
               New Ownership Date;

        provided, however, that no such representation or warranty (other than
        those in Clauses 3.13, 3.14, 3.18) shall be made, or deemed to be made,
        at any time after the Release Date.

3.2     ORGANISATION, POWER, AUTHORITY, ETC

        The Sponsor:

        (a)    is duly qualified to do business and is in good standing (where
               such concept is applicable) as a foreign company in each
               jurisdiction where the nature of its business makes such
               qualification necessary and where the failure to so qualify would
               have a Materially Adverse Effect on it;

        (b)    has full power and authority, and holds all requisite Approvals,
               to own and hold under lease its property, to sue and to be sued
               in its own name and to conduct its business substantially as
               currently conducted by it; and

        (c)    has full power and authority to enter into and perform its
               obligations under this Agreement and the other Operative
               Documents executed or to be executed by it.

3.3     DUE AUTHORISATION; NON-CONTRAVENTION

        The execution and delivery by the Sponsor of this Agreement and each
        other Operative Document executed or to be executed by it and the
        performance by it of its obligations hereunder and thereunder:

        (a)    has been duly authorised by all necessary corporate action on its
               part and do not require any Approval, except where failure to
               obtain such Approval could not lead to a Materially Adverse
               Effect with respect to the Sponsor;

        (b)    do not and will not conflict with, result in any violation of, or
               constitute any default under, any provision of any Requirement of
               Law or Approval binding on it, except where such conflict,
               violation or default could not lead to a Materially Adverse
               Effect with respect to the Sponsor;

        (c)    will not result in or require the creation or imposition of any
               lien on any of its properties pursuant to the provisions of any
               Contractual Obligation); and



                                       10


        (d)    will not cause any borrowing, negative pledge or other limitation
               on it or the powers of the directors or other officers of the
               Sponsor to be exceeded.

3.4     VALIDITY, ETC

        This Agreement constitutes, and each other Operative Document executed
        or to be executed by the Sponsor constitutes, or on the due execution
        and delivery by it thereof will constitute, the legal, valid, and
        binding obligation of the Sponsor enforceable against it in accordance
        with its terms (subject, as to enforcement, to bankruptcy and insolvency
        laws and other similar laws of applicability to creditors generally and
        to general equitable principles).

3.5     LEGAL STATUS; NO IMMUNITY

        Neither the Sponsor nor any of its properties or revenues enjoys any
        right of immunity from suit, set-off, attachment, execution, attachment,
        judgment or other legal process in respect of the Sponsor's obligations
        under any of the Operative Documents to which it is a party.

3.6     FINANCIAL INFORMATION

        All balance sheets and all statements of profit and loss and cash flow
        and all other financial information relating to the Sponsor which has
        been furnished by or on behalf of the Sponsor to a Finance Party for the
        purposes of or in connection with any Finance Document or any
        transaction contemplated thereby, including the most recent consolidated
        balance sheet of the Sponsor filed with the U.S. Securities and Exchange
        Commission, and the related consolidated statements of profit and loss
        and cash flow of the Sponsor have been prepared in accordance with GAAP
        consistently applied throughout the periods involved (except as
        disclosed therein) and present fairly the financial position of the
        Sponsor as at the dates thereof and the results of its operations for
        the periods then ended. The Borrower does not have any material
        contingent liability or liability for taxes, long-term leases or unusual
        forward or long-term commitments (in each case incurred on or after the
        New Ownership Date) which are not reflected in the financial statements
        described in this Clause or in the notes thereto.

3.7     ABSENCE OF DEFAULT

        (a)    The Sponsor is not in default in the payment of (or in the
               performance of any material obligation applicable to) any
               indebtedness;

        (b)    No Default is outstanding or would result (or has resulted) from
               the making of any Loan; and

        (c)    The Sponsor is not in default under any material provision of any
               Operative Document to which it is party, any material Requirement
               of Law or the terms or conditions upon which any Approval has
               been granted.


3.8     LITIGATION, ETC.

        There is no pending or, to the knowledge of the Sponsor, threatened
        litigation, arbitration, employment dispute or governmental
        investigation or proceeding against



                                       11


        the Sponsor or to which any of its business, operations, properties,
        assets (including the Mine), revenues or prospects is subject which, if
        adversely determined, could reasonably have a Materially Adverse Effect
        with respect to the Sponsor. In the case of any litigation so disclosed,
        there has been no development in such litigation since the Effective
        Date which could reasonably have a Materially Adverse Effect with
        respect to the Sponsor.

3.9     MATERIALLY ADVERSE EFFECT

        Since the New Ownership Date, there have been no occurrences which,
        individually or in the aggregate, could reasonably be expected to have a
        Materially Adverse Effect with respect to the Sponsor.

3.10    BURDENSOME AGREEMENTS

        The Sponsor is not a party or subject to any Contractual Obligation or
        Organic Document which has or may reasonably be expected to have a
        Materially Adverse Effect on it.

3.11    TAXES AND OTHER PAYMENTS

        The Sponsor has:

        (a)    except as disclosed in filings made with the SEC, filed all tax
               returns and reports required by Applicable Law to have been filed
               by it; and

        (b)    paid all taxes and governmental charges due and owing and all
               claims for sums due for labour, material, supplies, personal
               property and services of every kind and character provided with
               respect to, or used in connection with its business and no claim
               for the same exists except as permitted hereunder, except any
               such taxes, charges or amounts:

               (i)    in respect of which the relevant invoice or demand for
                      payment was issued not more than 120 days prior to the
                      payment thereof (and in respect of which the Sponsor will
                      pay prior to the end of such period); or

               (ii)   which are being diligently contested in good faith by
                      appropriate proceedings and for which adequate reserves in
                      accordance with GAAP shall have been set aside on its
                      books.

3.12    SUBSIDIARIES

        As at the New Ownership Date, the Sponsor has no subsidiaries other than
        those referred to in Item 1 ("SUBSIDIARIES") of the Disclosure Schedule.

3.13    PROJECT DOCUMENTS

        (a)    Except as disclosed in writing and agreed to by the Security
               Trustee, each of the Project Documents to which the Sponsor is a
               party is:

               (i)    in full force and effect;



                                       12


               (ii)   enforceable by the Sponsor against all other parties
                      thereto in accordance with its terms (subject, as to
                      enforcement, to bankruptcy and insolvency laws and other
                      laws of applicability generally and to general equitable
                      principles); and

               (iii)  in the form previously or concurrently delivered to the
                      Facility Agent or the Security Trustee pursuant to the
                      relevant Finance Document.

        (b)    All material performance required under each Project Document of
               the Sponsor (and, to the best of the knowledge of the Sponsor, of
               each other party) has occurred (except performance required by
               any relevant Project Document to be performed at a later date),
               and no default (however denominated or described) in the
               performance of the obligations of the Sponsor (or, to the best of
               the knowledge of the Sponsor, of any other party) under any
               Project Document to which the Sponsor is a party has occurred and
               is continuing.

3.14    ADEQUACY OF INFORMATION

        The Sponsor represents and warrants that:

        (a)    the factual statements contained (or if not yet provided to any
               Finance Party, will contain when so provided) in each of the
               Development Plan, Environmental Impact Statement and Insurance
               Summary, based upon the assumptions stated therein, have been or
               will be prepared with due care, are true and correct in all
               material respects and do not and will not omit to state any
               information or fact the omission of which might render any
               conclusion or statement contained in any such document misleading
               in any material respect;

        (b)    the Development Plan contains (or if not yet provided to any
               Finance Party, will contain when so provided) summary
               descriptions of the Project Assets and the Project and the
               operation of the Mine as proposed to be conducted throughout the
               Project Period;

        (c)    the Environmental Impact Statement, the Technical Review and the
               Insurance Summary contain (or if not yet provided to any Finance
               Party, will contain when so provided) summary descriptions of the
               environmental, technical and insurance aspects respectively of
               the Project Assets and the Project and the operation of the Mine
               as now conducted and as proposed to be conducted throughout the
               Project Period; and

        (d)    the financial projections, estimates and other expressions of
               view as to future circumstances contained (or if not yet provided
               to any Finance Party, will contain when so provided) in the
               Development Plan are fair and reasonable and, to the best of the
               Sponsor's knowledge, have been (or, if not yet provided, will be
               when provided) arrived at after reasonable enquiry and have been
               made in good faith by the persons responsible therefor.

3.15    ENVIRONMENTAL WARRANTIES

        The Sponsor represents and warrants that:



                                       13


        (a)    all facilities and property (including underlying groundwater)
               owned, operated, leased or utilised by any Obligor or, so far as
               such Obligor is aware having made enquiry, any other Project
               Party (in each case) in connection with the Project have been
               (from the New Ownership Date), and will continue to be (including
               from the date of delivery of the initial Environmental Impact
               Statement pursuant to Clause 2.2(a) of the Common Terms
               Agreement), owned, operated, leased or utilised by such person in
               compliance with the standards set out in, referred to or utilised
               by the Environmental Impact Statement (the "ENVIRONMENTAL REVIEW
               STANDARDS") and in compliance with all Environmental Laws except
               where any failure to so comply:

               (i)    would not reasonably be expected to have a Materially
                      Adverse Effect with respect to such Obligor; or

               (ii)   has not resulted in, and would not reasonably be likely to
                      result in, any action being taken by any Governmental
                      Agency or any other person;

        (b)    there has not been since the New Ownership Date any past, and
               there are no pending or, to its knowledge, threatened:

               (i)    claims, complaints, notices or requests for information
                      received by it or, so far as it is aware, having made
                      reasonable enquiry, any other Project Party in connection
                      with the Project with respect to any alleged violation of
                      Environmental Review Standards or any Environmental Law;
                      or

               (ii)   claims, complaints, notices or inquiries to it, or so far
                      as it is aware having made reasonable enquiry, such
                      Project Party in connection with the Project regarding
                      potential liability under any Environmental Review
                      Standard or Environmental Law;

        (c)    since the New Ownership Date there have been no releases or
               emissions of Hazardous Materials at, on or under any property now
               or previously owned, operated or leased by the Borrower or, so
               far as the Sponsor is aware having made enquiry, any other
               Project Party in connection with the Project that, singly or in
               the aggregate, have, or may reasonably be expected to have, a
               Materially Adverse Effect with respect to it;

        (d)    since the New Ownership Date the Borrower, and so far as it is
               aware having made enquiry, each other Project Party has been
               issued with, and is in compliance with, all Environmental Review
               Standards and Approvals relating to environmental matters which
               are necessary or advisable for the Project except where any
               failure to so comply:

               (i)    would not reasonably be expected to have a Materially
                      Adverse Effect with respect to it; or

               (ii)   has not resulted in, and would not reasonably be likely to
                      result in, any action being taken by any Governmental
                      Agency or any other person;



                                       14


        (e)    since the New Ownership Date no property now or previously owned,
               operated or leased by the Borrower is listed or, to its
               knowledge, proposed for listing on any governmental or regulatory
               list of sites requiring investigation or clean-up;

        (f)    there have not been since the New Ownership Date any underground
               or above-ground storage tanks, active or abandoned, including
               petroleum storage tanks, on or under any property now or
               previously owned on or after the New Ownership Date, operated or
               leased on or after the New Ownership Date by the Borrower that,
               singly or in the aggregate, could reasonably be expected to have,
               a Materially Adverse Effect with respect to the Borrower;

        (g)    since the New Ownership Date the Borrower has not and, so far as
               the Borrower is aware having made reasonable enquiry no other
               Project Party has, directly transported or directly arranged for
               the transportation of any Hazardous Material in connection with
               the Project which may lead to material claims against the
               Borrower for any remedial work, damage to natural resources or
               personal injury;

        (h)    there have not been since the New Ownership Date any
               polychlorinated biphenyls or friable asbestos present at any
               property now or previously owned on or after the New Ownership
               Date, operated or leased on or after the New Ownership Date by
               the Borrower or, so far as the Borrower is aware having made
               reasonable enquiry, any other Project Party in connection with
               the Project that, singly or in the aggregate, could reasonably be
               expected to have, a Materially Adverse Effect with respect to the
               Borrower; and

        (i)    there have not been since the New Ownership Date any conditions
               that exist at, on or under any property now or previously owned,
               leased, operated, licensed or used in each case on or after the
               New Ownership Date by the Borrower or any other Project Party in
               connection with the Project which, with the passage of time, or
               the giving of notice or both, would give rise to liability under
               any Environmental Review Standard or Environmental Law that,
               individually or in the aggregate, has, or could reasonably be
               expected to have, a Materially Adverse Effect with respect to the
               Borrower.

3.16    PARI PASSU

        The payment Obligations of the Sponsor under each Finance Document to
        which it is a party rank at least pari passu in right of payment with
        all of the Sponsor's other unsecured indebtedness, other than any such
        indebtedness which is preferred by mandatory provisions of Applicable
        Law or as set out in any Finance Document.

3.17    ROYALTIES, ETC.

        Other than as disclosed in Item 2 ("ROYALTY AGREEMENTS") of the
        Disclosure Schedule, neither the Mine nor the Borrower's interest
        therein is subject to any royalty, net smelter return obligation, net
        profit payment or similar arrangement.



                                       15


3.18    MANAGEMENT OF MINE

        The Borrower has sole responsibility for the construction, operation and
        management of the Mine and has not and does not propose to enter into
        any agreement for any third party to construct, operate or manage all or
        part of the Mine, except as provided in any Project Document.

3.19    SOLVENCY

        The Sponsor is not unable to pay its debts within the meaning of Section
        123 of the Insolvency Act 1986 or within the meaning of any equivalent
        legislation in its place of incorporation or in any place in which it
        carries on its business or its assets are located.

3.20    MATERIAL AGREEMENTS

        The Borrower has provided to the Facility Agent and the Security Trustee
        certified copies of all Instruments which are Material Agreements or
        otherwise material or reasonably likely to be material to:

        (a)    any Finance Party's decision to enter into the Finance Documents
               to which it becomes a party on or after the New Ownership Date
               and, in the case of any other Obligor to which it becomes a party
               at any time;

        (b)    the Project; or

        (c)    any Obligor's rights and obligations pursuant to any Operative
               Document,

        and each such Instrument in existence as at the date hereof and on the
        New Ownership Date is listed under Item 3 ("MATERIAL AGREEMENTS") of the
        Disclosure Schedule.

3.21    REGISTRATION

        It is not necessary or advisable that this Agreement or any other
        Operative Document to which the Sponsor is a party be filed, registered,
        recorded or enrolled with any court, public office or other authority in
        any jurisdiction or that any stamp, documentary, registration or similar
        tax or duty be paid on or in relation to this Agreement or any other
        such Operative Document.

3.22    LEASES

        The Borrower has acquired all leases of real property and other rights
        of whatever nature necessary for the present and proposed conduct of its
        business and the carrying out of the Project.

3.23    ISSUE OF SHARES

        There are no agreements or arrangements in force (in the case of the
        Borrower, on or after the New Ownership Date) which provide for the
        present or future issue, allotment or transfer of, or grant to any
        person the right (whether conditional or otherwise) to call for the
        issue, allotment or transfer of any share or loan capital of the



                                       16


        Borrower or the Holding Company (including any option or right of
        pre-emption or conversion).

3.24    SPECIAL PURPOSE VEHICLE

        The Borrower has not traded (on or after the New Ownership Date) or
        incurred any liabilities (on or after the New Ownership Date) other than
        in connection with its participation in the transactions contemplated in
        the Operative Documents.

3.25    TAX STATUS

        The Borrower is and has been since the New Ownership Date a company
        resident in Ghana and, except as stated in the Deed of Warranty, is
        subject to Applicable Laws relating to taxation.

4.  UNDERTAKINGS OF THE SPONSOR

4.1     CERTAIN AFFIRMATIVE COVENANTS

        The Sponsor agrees with each Finance Party that, on and from the New
        Ownership Date until (except in the case of Clauses 4.2(a) through
        4.2(h), 4.5, 4.7 and 4.10) the Termination Date and (in the case of
        Clauses 4.2(a) through 4.2(h), 4.5, 4.7 and 4.10 below) until the
        earlier of:

        (a)    the Release Date; and

        (b)    the date that all Guaranteed Obligations have been irrevocably
               and unconditionally paid and performed in full and the Lenders
               shall be under no further obligation to advance funds pursuant to
               the Loan Agreement,

        it will in each case perform its undertakings set forth in this Clause
        (and, where stated, cause each other Obligor to perform its obligations
        set forth below).

4.2     FINANCIAL INFORMATION, ETC.

        The Sponsor will furnish, or will cause to be furnished, to the Facility
        Agent (with copies for each Lender) copies of the following financial
        statements, reports and information in either hardcopy or digital
        format:

        (a)    promptly when available, and in any event within 120 days after
               the close of each Fiscal Year of the Sponsor its audited
               financial statements for the prior Fiscal Year in the form
               submitted to the U.S. Securities and Exchange Commission on Form
               10-K, and in each case reported on without Impermissible
               Qualification (other than an Impermissible Qualification which
               has the prior written consent of the Security Trustee acting on
               the instructions of the Secured Parties (acting reasonably);

        (b)    promptly when available, and in any event within 45 days after
               the close of each of the first three Fiscal Quarters of each
               Fiscal Year its unaudited financial statements for such Fiscal
               Quarter in the form submitted to the U.S. Securities and Exchange
               Commission on Form 10-Q;



                                       17


        (c)    on each of the Economic Completion Date, the Release Date and
               within 20 Business Days of each Calculation Date (other than the
               Economic Completion Date and the Release Date), a Compliance
               Certificate calculated as of the Economic Completion Date, the
               Release Date or such Calculation Date, as the case may be,
               indicating, inter alia, compliance with financial covenants set
               forth in Clause 5.3 on each Calculation Date coinciding with or
               scheduled to occur thereafter, together with such information
               concerning the calculations and assumptions used by the Sponsor
               in preparing such Compliance Certificate as the Security Trustee
               may (acting reasonably) request;

        (d)    without prejudice to the provisions of Clause 7.1(g) or 7.1(h) of
               the Common Terms Agreement, the Sponsor will and will cause each
               other Obligor to furnish promptly upon the occurrence thereof
               copies of any Instrument, correspondence or other item of
               documentation amending, supplementing or otherwise modifying any
               material provision of any Project Document to which the Sponsor
               or such Obligor is a party and a detailed report of any departure
               from the performance by any party of any of its material
               obligations under any Project Document to which it is a party;

        (e)    promptly upon receiving knowledge of the same, the Sponsor will
               furnish notice of the occurrence of any material default or event
               of default (however described but without prejudice to the
               provisions of Clause 7.1(g) or 7.1 (h) of the Common Terms
               Agreement) by any party under, or any other material change in or
               circumstance affecting, any of the Project Documents to which it
               is a party;

        (f)    without limiting any other provision of this Clause, as soon as
               possible and in any event within three Business Days after the
               occurrence of any Default of which it becomes aware with respect
               to the Sponsor, the Sponsor will furnish a statement of its chief
               financial officer or other officer setting forth details of such
               Default and the action which the Sponsor has taken and proposes
               to take with respect thereto;

        (g)    as soon as possible and in any event within five Business Days
               after:

               (i)    the occurrence of any adverse development with respect to
                      any litigation, arbitration, employment dispute, or
                      governmental investigation or proceeding to which an
                      Obligor is a party which could reasonably have a
                      Materially Adverse Effect with respect to any Obligor; or

               (ii)   the commencement of any material litigation, arbitration,
                      employment dispute or governmental investigation or
                      proceeding to which an Obligor is a party,

                the Sponsor will furnish to the Facility Agent notice thereof
                and copies of all documentation relating thereto;

        (h)    without limiting any other provision of this Clause, the Sponsor
               as soon as possible and in any event within three Business Days
               after the Sponsor knows or has reason to know of the occurrence
               of any circumstance which could



                                       18


                reasonably have a Materially Adverse Effect with respect to the
                Sponsor, furnish notice of such occurrence; and

        (i)    the Sponsor will furnish such other information with respect to
               the financial condition, business, property, assets, revenues and
               operations of any Obligor as any Finance Party may from time to
               time reasonably request in connection with the Project or any of
               the Operative Documents.

4.3     COMPLIANCE WITH LAWS

        The Sponsor will comply in all material respects with all Applicable
Laws.

4.4     APPROVALS

        (a)    The Sponsor will obtain, maintain in full force and effect, and
               comply in all respects with, all Approvals as may be required or
               advisable from time to time for the Sponsor to execute, deliver,
               perform and preserve its rights under any of the Operative
               Documents executed or to be executed by it in each case where
               failure to obtain, maintain in full force and effect and comply
               with such Approval which, may lead to a Materially Adverse
               Effect.

        (b)    The Sponsor shall take all steps within its powers to obtain,
               maintain and when necessary renew all rights, powers, privileges,
               licences, consents, approvals and agreements the benefit of which
               it may enjoy from time to time and which may be of material
               benefit to it or the Project and defend any action, claim or
               other proceedings in any court or tribunal which may be brought
               against it by any person where failure to obtain, maintain, renew
               and defend such rights, powers, privileges, licences, consents,
               approvals or agreements may lead to a Materially Adverse Effect.

4.5     MAINTENANCE OF CORPORATE EXISTENCE

        The Sponsor will do and will cause to be done at all times all things
        necessary to maintain and preserve its corporate existence.

4.6     FOREIGN QUALIFICATION

        The Sponsor will do and will cause to be done at all times all things
        necessary to be duly qualified to do business and be in good standing
        (where such concept is relevant) as a foreign company or corporation in
        each jurisdiction where the nature of its business makes such
        qualification necessary.

4.7     PAYMENT OF TAXES, ETC.

        The Sponsor will pay and discharge, as the same may become due and
        payable, all taxes, assessments, fees and other governmental charges or
        levies against it or on any of its property, as well as claims of any
        kind or character (including claims for sums due for labour, material,
        supplies, personal property and services); provided, however, that the
        foregoing shall not require the Sponsor to pay or discharge any such
        tax, assessment, fee, charge, levy or claim:



                                       19


        (a)    in respect of which the relevant invoice or demand for payment
               was issued not more than 120 days prior to the payment thereof
               (and in respect of which the Sponsor has, upon request,
               demonstrated to the satisfaction of the Required Secured Parties
               that it will pay prior to the end of such period); or

        (b)    which are being diligently contested in good faith by appropriate
               proceedings and for which adequate reserves in accordance with
               GAAP shall have been set aside on its books.

4.8     PROVISION OF STAFF

        The Sponsor shall ensure that there are sufficient competent technical
        and management employees engaged in connection with the Mine and the
        Project for the operation, development and maintenance of the Mine
        substantially in accordance with (if effective) the Development Plan.

4.9     ENVIRONMENTAL COVENANTS

        (a)    The Sponsor will, and will use all reasonable efforts to ensure
               that each other Project Party will:

               (i)    use and operate the Mine, the Project Assets and all of
                      the facilities and properties related thereto in
                      compliance with, keep all Approvals relating to
                      environmental matters in effect and remain in compliance
                      with, and handle all Hazardous Materials in compliance
                      with, the Environmental Review Standards and with all
                      applicable Environmental Laws and Environmental Licences,
                      the breach of which could reasonably be expected to lead
                      to:

                      (x)    any action being taken against the Sponsor or the
                             Borrower or any other Project Party by any
                             Governmental Agency or any other person; or

                      (y)    a Materially Adverse Effect occurring with respect
                             to the Sponsor or the Borrower; and

               (ii)   immediately notify the Security Trustee and provide copies
                      upon receipt of all written claims, complaints, notices or
                      inquiries relating to the condition of the facilities and
                      properties related to the Mine and the Project Assets or
                      compliance with the Environmental Review Standards or
                      Environmental Laws or Environmental Licences relating to
                      the Project in either case which could reasonably be
                      expected to result in:

                      (x)    any material action being taken against the Sponsor
                             by any Governmental Agency or any other person; or

                      (y)    a Materially Adverse Effect occurring with respect
                             to the Borrower, and shall promptly cure any
                             non-compliance which is the subject matter of any
                             actions and proceedings relating to



                                       20


                             such Environmental Review Standards or
                             Environmental Laws or Environmental Licences.

        (b)    Without prejudice to clause (a), the Sponsor shall:

               (i)    use and operate all of its facilities and properties in
                      compliance with all Environmental Laws, keep all necessary
                      permits, approvals, certificates, licences and other
                      authorisations relating to environmental matters in effect
                      and remain in compliance therewith, and handle all
                      Hazardous Materials in material compliance with all
                      applicable Environmental Laws or Environmental Licences
                      where failure to so comply would reasonably be expected to
                      result in:

                      (x)    any action being taken against any Obligor by any
                             Governmental Agency or any other person; or

                      (y)    a Materially Adverse Effect with respect to any
                             Obligor; and

               (ii)   provide such information and certifications which any
                      Finance Party may reasonably request from time to time to
                      evidence compliance with this clause.

4.10    PARI PASSU

        The Sponsor will ensure that its payment Obligations under this
        Agreement and each other Finance Document to which it is a party rank at
        least pari passu in right of payment with all of the Sponsor's present
        and future other unsecured indebtedness, other than any such
        indebtedness which is preferred by mandatory provisions of Applicable
        Law or any Finance Document.

4.11    ACCURACY OF INFORMATION

        The Sponsor shall ensure that factual information hereafter furnished by
        or on behalf of the Sponsor or any other Obligor in writing to any
        Finance Party for the purposes of or in connection with any Finance
        Document or any transaction contemplated thereby will be true and
        accurate in all material respects on the date as of which such
        information is dated or certified and such information shall not be
        incomplete by omitting to state any material fact necessary to make such
        information not misleading in any material respect.

4.12    PROJECT DOCUMENTS

        The Sponsor undertakes to ensure that, except to the extent expressly
        permitted pursuant to this Agreement or any other Finance Document:

        (a)    it will not enter into any Material Agreement without the prior
               written consent of the Security Trustee;

        (b)    to the extent reasonably within its control, any other relevant
               Project Party observes their respective obligations under all
               Project Documents to which it is a party in all material
               respects;



                                       21


        (c)    it does not, other than with the prior written consent of the
               Security Trustee, abandon, settle, compromise or discontinue or
               become non-suited in respect of proceedings against any party in
               connection with any Project Document to which it is a party; and

        (d)    it takes the action that a prudent, diligent and reasonable
               person would take to cause each party to a Project Document to
               which it is party to observe and perform its obligations in
               connection with that Project Document, and if that party defaults
               in the performance of those obligations to take the action that a
               prudent, diligent and reasonable person would take to enforce its
               resulting rights thereunder, unless the Security Trustee agrees
               otherwise in writing.

5.  NEGATIVE COVENANTS

5.1     CERTAIN NEGATIVE COVENANTS

        The Sponsor agrees with each Finance Party that on and from the New
        Ownership Date, until (except in the case of Clauses 5.9 through 5.13
        which shall apply until the Termination Date) the earlier of:

        (a)    the Release Date; and

        (b)    the date that all Guaranteed Obligations have been irrevocably
               and unconditionally paid and performed in full and the Lenders
               shall be under no further obligation to advance funds pursuant to
               the Loan Agreement,

        it will perform its obligations set forth in this Clause.

5.2     BUSINESS ACTIVITIES; ORGANIC DOCUMENTS; FISCAL YEAR

        (a)    The Sponsor will not abandon or vary its principal business
               activity, being that of a mining and exploration company;
               provided, however, that such activity may be carried out directly
               or indirectly through any of its subsidiaries;

        (b)    The Sponsor will not (without first promptly notifying the
               Security Trustee):

               (i)    change, or permit any change to, its corporate name or to
                      any material provision of its Organic Documents; or

               (ii)   change its Fiscal Year.

5.3     FINANCIAL CONDITION OF THE SPONSOR

        The Sponsor will not, on any date, between the period commencing on the
        New Ownership Date and ending on the Release Date, permit:

        (a)    its Net Worth to be less than U.S.$18,000,000; or

        (b)    its ratio of Current Assets to Current Liabilities to be less
               than 1:1; or

        (c)    the ratio of:



                                       22


               (i)    Operating Cash Flow for any 6 month period; to

               (ii)   Interest expense of the Group for such period,

               to be less than 4:1; or

        (d)    the ratio of

               (i)    Financial Indebtedness, of the Group; to

               (ii)   Net Worth,

               to be, at any time, more than 1.5:1; or

        (e)    the ratio of:

               (i)    indebtedness (but not including any royalty payment
                      obligation pursuant to a Royalty Agreement or the Barnex
                      Agreement) of the Group; to

               (ii)   Net Worth,

               to be, at any time, more than 1.5:1.

5.4     RESTRICTIVE AGREEMENTS, ETC.

        The Sponsor will not enter into any agreement (excluding this Agreement
        and the other Finance Documents to which it is a party):

        (a)    prohibiting the creation or assumption of any lien upon its
               properties, revenues or assets, whether now owned or hereafter
               acquired; or

        (b)    restricting the ability of the Sponsor to amend or otherwise
               modify this Agreement or any other Operative Document.

5.5     INCONSISTENT AGREEMENTS

        The Sponsor will not enter into any agreement containing any provision
        which would be violated or breached by the making of the Loans or by the
        performance by the Sponsor of its obligations hereunder or under any
        other Operative Document.

5.6     PROJECT DOCUMENTS

        The Sponsor shall not, without the prior written consent of the Security
        Trustee:

        (a)    amend, modify or waive any provision of any Project Document to
               which it is a party; or

        (b)    terminate (other than in accordance with its terms (excluding,
               however, as a result of the breach of any obligation by any party
               thereto)) or replace, any Project Document to which it is a
               party, provided that if a Contractor has defaulted under any
               Project Document or such Project Document has expired, the
               Borrower may within 45 days of such default or expiry replace
               such



                                       23


               Contractor with another Contractor acceptable to the Security
               Trustee on substantially similar terms to such Project Document.

5.7     ACTIONS UNDER PROJECT DOCUMENTS

        The Sponsor will not take or refrain from taking any action under any of
        the Project Documents which would have a material adverse effect on:

        (a)    the ability of the Borrower to consummate the Project and operate
               the Mine in accordance with the Development Plan;

        (b)    any collateral subject to any Security Agreement and the
               perfection and priority of the liens granted or purported to be
               granted therein; or

        (c)    the ability of the Sponsor to pay and perform its Obligations.

5.8     ROYALTY AGREEMENTS

        The Sponsor will not enter into any agreement relating to the granting
        of royalties or net profits interests in connection with the Project
        other than as set forth in the royalty agreements listed in Item 2
        ("ROYALTY AGREEMENTS") of the Disclosure Schedule.

5.9     NOTICE OF TERMINATION

        The Sponsor undertakes to the Security Trustee that:

        (a)    it will not exercise or seek any right of termination of, or
               discontinue the performance of any of its obligations under, the
               Management Agreement (any such action being referred to as
               "TERMINATION ACTION"), without first giving to the Security
               Trustee a Termination Notice specifying the event giving rise to
               such right of termination;

        (b)    for a period of thirty days following receipt by the Security
               Trustee of a Termination Notice (the "SUSPENSION PERIOD"), it
               will not take any Termination Action. The Suspension Period may
               run concurrently with the period of, and the Termination Notice
               may be served at the same time as, any notice of default (or
               similar notice) served by the Sponsor under the Management
               Agreement, provided that the Sponsor shall not take any
               Termination Action until the end of the Suspension Period; and

        (c)    if the Security Trustee has served a Step-in Notice pursuant to
               Clause 7.1, it will not terminate the Management Agreement until
               the expiration of the Step-in Period.

5.10    AMENDMENTS TO THE MANAGEMENT AGREEMENT

        The Sponsor will not amend or agree with the Borrower any amendments to
        any of the terms of the Management Agreement without the prior written
        consent of the Security Trustee.



                                       24


5.11    ASSIGNMENT OF MANAGEMENT AGREEMENT

        The Sponsor will not assign, transfer or otherwise dispose of any of its
        rights or obligations under the Management Agreement without obtaining
        the prior written consent of the Security Trustee.

5.12    PAYMENTS TO THE BORROWER

        The Sponsor undertakes to pay to such account at such bank as the
        Security Trustee may from time to time notify by way of a Payment Notice
        to the Sponsor all moneys payable by the Sponsor to the Borrower under
        or in connection with the Management Agreement.

5.13    INFORMATION

        The Sponsor shall provide the Security Trustee with the following
        information both promptly upon the occurrence of the event in question
        and promptly following a request therefor from the Security Trustee:

        (a)    any breach by the Borrower of any terms of the Management
               Agreement; or

        (b)    the occurrence of any event or circumstance that makes or is
               likely to make it impossible for the Sponsor to perform any of
               its obligations under the Management Agreement in accordance with
               its terms; or

        (c)    any Termination Action by the Sponsor.

6.  ACKNOWLEDGMENTS AND CONSENTS OF THE SPONSOR

6.1     CONSENT TO SECURITY

        The Sponsor hereby:

        (a)    acknowledges that this Agreement shall constitute notice in
               writing to it of the security created or to be created by the
               Security Agreement over the right, title, benefit and interest of
               the Borrower under the Management Agreement;

        (b)    consents for purposes of the Management Agreement to the creation
               and subsistence of such security and the exercise by the Security
               Trustee of all its rights and remedies with respect to such
               security; and

        (c)    without in any way limiting the consent in clause (b) and to the
               extent that it is required by any relevant provision of the
               Management Agreement, consents to any assignment by the Borrower
               to the Security Trustee of its rights and interest in the
               Management Agreement.

6.2     NO LIABILITY

        The Sponsor agrees and acknowledges that, notwithstanding anything to
        the contrary contained in this Deed, the Borrower will remain liable to
        observe and perform all of the Borrower's obligations under the
        Management Agreement and neither the Security Trustee nor any of the
        other Finance Parties will be under any obligation or



                                       25


        liability with respect to those obligations by reason of or arising out
        of this Deed. Neither the Security Trustee nor any of the other Finance
        Parties will be required in any manner to perform or fulfill any
        obligations of the Borrower under the Management Agreement, or to make
        any payment, or make any enquiry as to the nature or sufficiently of any
        payment received by it, or to present file any claim or take any other
        action to collect or enforce any of the Borrower's rights under the
        Management Agreement.

6.3     TERMINATION OF MANAGEMENT AGREEMENT

        The Borrower may not terminate the Management Agreement without the
        prior written consent of the Security Trustee, and the Sponsor
        acknowledges and agrees that no such termination shall be valid or
        effective without the prior written consent of the Security Trustee.

7.  STEP-IN AND STEP-OUT RIGHTS

7.1     EXERCISE OF STEP-IN RIGHTS

        At any time during the Suspension Period the Security Trustee may give a
        notice (a "STEP-IN NOTICE") to the Sponsor:

        (a)    requiring the Sponsor to continue to perform its obligations
               under the Management Agreement for the duration of the Step-in
               Period; and

        (b)    acknowledging that the Substitute Entity notified to the Sponsor
               is to become a joint and several obligor with the Borrower in
               respect of the obligations of the Borrower under the Management
               Agreement arising during the Step-in Period and will undertake to
               the Sponsor to discharge all payments then due to the Sponsor
               under the terms of the Management Agreement within thirty days.

7.2     OPERATION OF STEP-IN RIGHTS

        During the Step-in Period the Substitute Entity shall enjoy all rights
        of the Borrower under the Management Agreement and shall be jointly and
        severally liable with the Borrower for the performance of all the
        obligations of the Borrower under the Management Agreement which arise
        during the Step-in Period and for payment of any sums which arise before
        the Step-in Period but, as between the Borrower and the Substitute
        Entity, the latter alone (to the exclusion of the Borrower) shall have
        the authority to deal with the Sponsor and exercise the powers and
        discretions available to the Borrower under the Management Agreement and
        the Borrower shall not be released, nor shall its liability be affected
        or impaired, as a result of the exercise by the Substitute Entity alone
        of any such authority, powers or discretions or by any other act or
        omission on the part of, or indulgence or release granted to, the
        Substitute Entity, whether or not with the knowledge or consent of the
        Borrower.

7.3     TERMINATION ACTION DURING STEP-IN PERIOD

        During the Step-in Period:

        (a)    any grounds for the Sponsor to take Termination Action, whether
               outstanding or continuing on or arising before or after the
               Step-in Date, shall, to the extent



                                       26


               such grounds are caused by any act or default of the Borrower,
               be deemed not to have effect; but

        (b)    any grounds for the Sponsor to take Termination Action caused by
               an act or default of the Substitute Entity shall give rise to the
               Sponsor's right to take Termination Action.

7.4     SPONSOR'S OBLIGATIONS DURING STEP-IN PERIOD

        During the Step-in Period, the Sponsor shall owe its obligations,
        liabilities and duties with respect to the performance of the Management
        Agreement to the Borrower and the Substitute Entity jointly but receipt
        of, or performance by the Sponsor in favour of, either of them shall be
        a good discharge.

7.5     STEP-OUT RIGHTS

        The Substitute Entity, on giving the Sponsor not less than thirty days'
        prior written notice (a "STEP-OUT NOTICE"), may terminate its
        obligations, liabilities and duties to the Sponsor under this Agreement
        and the Management Agreement (but without affecting the continuation of
        the Borrower's obligations towards the Sponsor under the Management
        Agreement).

7.6     TERMINATION OF STEP-IN PERIOD

        From the last day of the Step-in Period, the Substitute Entity shall be
        released from all obligations, liabilities and duties under this
        Agreement and the Management Agreement towards the Sponsor other than
        those that arose during the Step-in Period but have not been fully
        performed.

7.7     ADDITIONAL STEP-IN RIGHTS

        Notwithstanding that, as between the Borrower and the Sponsor, the
        Sponsor's right of termination of the Management Agreement may not have
        arisen, the provisions of Clause 7.1 shall nevertheless apply if the
        Security Trustee gives notice to the Sponsor and the Borrower and the
        Substitute Entity complies with the requirements on its part under
        Clause 7.1.

8.  MISCELLANEOUS PROVISIONS

8.1     CERTIFICATE

        A certificate, determination, notification or opinion of the Security
        Trustee as to any amount payable under any Finance Document will be
        conclusive and binding on the Sponsor except in the case of manifest
        error.

8.2     LATE PAYMENTS

        (a)    If the Sponsor fails to pay any amount payable by it to a Finance
               Party under a Finance Document on its due date, interest shall
               accrue on the overdue amount from the due date up to the date of
               actual payment (both before and after judgment) at a rate two per
               cent higher than the rate which would have been payable if the
               overdue amount had, during the period of non-payment,



                                       27


               constituted a Loan in the currency of the overdue amount for
               successive Interest Periods, each of a duration selected by (in
               the case of amounts due to the Security Trustee) the Security
               Trustee, (in the case of amounts due to a Lender or the Facility
               Agent) the Facility Agent or (in the case of amounts due to a
               Royalty Holder) each Royalty Holder (in each case, acting
               reasonably). Any interest accruing under this Clause 6.2 shall
               be immediately payable by the Sponsor on demand by the person to
               whom such amount is payable or (in the case of the Lenders) the
               Facility Agent.

        (b)    Default interest (if unpaid) arising on an overdue amount will be
               compounded with the overdue amount at the end of each Interest
               Period applicable to that overdue amount but will remain
               immediately due and payable.

8.3     APPLICATIONS FOR MONIES

        For the purpose of or pending the discharge of any of the Guaranteed
        Obligations, but subject to the provisions of the Common Terms
        Agreement, the Security Trustee may convert any monies received,
        recovered, or realised or subject to application by the Security Trustee
        under this Agreement (including the proceeds of any previous conversion
        under this Agreement) from their existing currency or denomination into
        such other currency of denomination in the manner contemplated by the
        Common Terms Agreement, mutatis mutandis. Each previous reference in
        this Clause to a currency extends to any funds of that currency and, for
        the avoidance of doubt, funds of one currency may be converted into
        different funds of the same currency.

8.4     ASSIGNMENT

        All of the rights, privileges, remedies and options provided to the
        Security Trustee hereunder shall enure to the benefit of its successors
        and permitted assigns as set forth in the Common Terms Agreement. The
        Sponsor may not assign its rights nor delegate its obligations
        hereunder.

8.5     SEVERABILITY

        If at any time any provision hereof or of any other Finance Document is
        or becomes illegal, invalid or unenforceable in any respect under the
        law of any jurisdiction, neither the legality, validity or
        enforceability of the remaining provisions hereof nor the legality,
        validity or enforceability of such provision under the law of any other
        jurisdiction shall in any way be affected or impaired thereby.

8.6     WAIVERS, AMENDMENTS, ETC.

        The provisions of this Agreement may from time to time be amended,
        modified or waived, if such amendment, modification or waiver is in
        writing and consented to by the Security Trustee, the Sponsor and the
        Required Secured Parties; provided, however, that no such amendment,
        modification or waiver which would materially reduce the obligations of
        the Sponsor under this Agreement shall be made without the consent of
        each Secured Party; and provided that nothing in this Clause 8.6 shall
        prevent the Security Trustee exercising its rights against the Sponsor
        pursuant to any Finance Document unless it is directed otherwise by the
        Required Secured Parties and notwithstanding the Contracts (Third Party
        Rights) Act 1999, except as stated in this



                                       28


        Clause, no consent is required from any other person to amend the
        provisions of this Agreement.

8.7     COUNTERPARTS, EFFECTIVENESS, ETC.

        This Agreement may be executed by the parties hereto in several
        counterparts, each of which shall, when executed, be deemed to be an
        original and all of which shall constitute together one and the same
        agreement. This Agreement shall become effective on the date (the
        "EFFECTIVE DATE") when counterparts hereof executed on behalf of the
        Sponsor shall have been received by the Security Trustee.

8.8     NOTICES

        All notices and other communications provided to any party hereto under
        this Agreement shall be in writing and shall be sent by hand delivery,
        courier delivery, email (if the receiving party shall have email
        facilities (and copied by facsimile)) or facsimile and addressed or
        delivered to it at its address set forth below its signature hereto and
        designated as its "ADDRESS FOR NOTICES" or at such other address as may
        be designated by such party. Any notice:

        (a)    if sent by hand delivery or courier delivery, shall be deemed
               received when delivered; and

        (b)    if transmitted by email (and copied by facsimile) or facsimile,
               shall be deemed given when transmitted by facsimile (answerback
               received at both the beginning and end of the relevant
               transmission and transmission confirmed by the sending facsimile
               machine in the case of facsimiles).

8.9     COSTS AND EXPENSES

        The Sponsor agrees to:

        (a)    pay or (by way of loan) cause the Borrower to pay on demand all
               reasonable out-of-pocket expenses of each Finance Party for:

               (i)    the negotiation, preparation, execution and delivery of
                      this Agreement and each other Finance Document, including
                      Schedules;

               (ii)   for the cost of preparing the Development Plan;

               (iii)  any amendments, waivers, consents, supplements or other
                      modifications to this Agreement or any other Finance
                      Document or the Development Plan as may from time to time
                      hereafter be required whether or not the transactions
                      contemplated hereby are consummated,

        (b)    pay or (by way of a loan) cause the Borrower to pay all
               reasonable out-of-pocket expenses (inclusive as aforesaid) of the
               Representatives (including reasonable fees and expenses of legal
               advisers to each Representative) on a full indemnity basis and
               any stamp or other taxes incurred in connection with the
               preparation and review of the form of any Instrument relevant to
               this Agreement or any other Finance Document, the consideration
               of legal questions relevant hereto and thereto and the filing,
               recording, refiling or re-



                                       29


               recording of any Finance Document and all amendments or
               supplements to any thereof and any and all other documents or
               Instruments of further assurance required to be filed or
               recorded or refiled or re-recorded by the terms hereof or of any
               other Finance Document.

        (c)    pay or (through a loan) cause the Borrower to pay on demand all
               reasonable out-of-pocket expenses of each Finance Party's
               officers or agents incurred during the period from the New
               Ownership Date to the Release Date, in connection with its annual
               on-site inspections of the Mine and all fees and expenses of the
               Independent Engineer for the preparation of the Technical Review,
               each Annual Independent Engineer's Report and other reports
               required of it (whether or not such documents are actually
               completed), the fees and expenses of any Expert, the fees and
               expenses of the independent chartered accountants and certified
               public accountants in connection with the performance of their
               duties described in Clause 15.3 of the Common Terms Agreement,
               the certification of each Compliance Certificate and any
               compliance certificate provided under this Agreement, the
               Economic Completion Certificate or any other matter relating to
               the Project and the Mine, and all reasonable fees and expenses of
               the Insurance Consultant and the Project Account Banks in
               connection with the performance of their respective duties
               referred to herein; and

        (d)    reimburse each Finance Party upon demand for all out-of-pocket
               expenses (including fees and expenses of legal advisers to such
               Finance Party on a full indemnity basis) incurred by such Finance
               Party in connection with:

               (i)    the negotiation and completion of any restructuring or
                      work-out, whether or not consummated whatever the nature
                      of such expenses are, of any Obligations of the Sponsor;
                      and

               (ii)   the enforcement of any Obligations of the Sponsor.

        The liability of the Sponsor to pay expenses pursuant to Clause (a)(i)
        and (b) in respect of expenses incurred prior to the New Ownership Date
        shall not exceed an aggregate amount of Pound Sterling50,000.

8.10    INDEMNIFICATION

        The Sponsor hereby indemnifies, exonerates and holds each Finance Party
        and each of its officers, directors, shareholders, employees, advisers
        and agents (the "INDEMNIFIED PARTIES") free and harmless from and
        against any and all actions, causes of action, suits, losses, costs,
        liabilities and damages and expenses in connection therewith (including
        reasonable fees and expenses of legal advisers on a full indemnity basis
        and inclusive of United Kingdom or Ghanaian value added tax or other
        similar tax payable in connection therewith and including any amount
        paid by any Lender to either Representative (the "INDEMNIFIED
        LIABILITIES"), incurred by the Indemnified Parties (in the case of (b)
        and (c) up to the date which is 6 months following the Termination Date)
        or any of them as a result of, or arising out of, or relating to:



                                       30


        (a)    the entering into and performance of this Agreement and any other
               Finance Document to which the Sponsor is a party by any of the
               Indemnified Parties;

        (b)    any investigation, litigation or proceeding related to any
               environmental clean-up, audit, compliance or other matter
               relating to the protection of the environment or the release by
               any Obligor of any Hazardous Material; or

        (c)    the presence on or under, or the escape, seepage, leakage,
               spillage, discharge, emission, or release or threatened release
               from, any real property owned or operated by any Obligor of any
               Hazardous Material (including any losses, liabilities, damages,
               injuries, costs, expenses or claims asserted or arising under any
               Environmental Law), regardless of whether caused by, or within
               the control of, such Obligor,

        except for any such Indemnified Liabilities arising for the account of a
        particular Indemnified Party by reason of the relevant Indemnified
        Party's negligence or wilful misconduct, and if and to the extent that
        the foregoing undertaking may be unenforceable for any reason, each
        Obligor hereby jointly and severally agrees to make the maximum
        contribution to the payment and satisfaction of each of the Indemnified
        Liabilities which is permissible under Applicable Law; provided,
        however, that the Sponsor's liability pursuant to sub-clauses (b) and
        (c) shall exclude any liability incurred by any Lender or Representative
        solely in its capacity as a lender (or agent or representative of a
        lender) to Satellite Goldfields Limited.

8.11    TAXES

        (a)    All payments by the Sponsor of principal of, and interest on, the
               Guaranteed Obligations and all other amounts payable pursuant to
               this Agreement or any other Finance Document to which the Sponsor
               is a party to any Finance Party shall be made free and clear of,
               and without deduction for any, present or future income, excise,
               stamp or other taxes, fees, duties, withholdings or other charges
               of any nature whatsoever imposed by any taxing authority of any
               jurisdiction, in each case other than franchise taxes and taxes
               imposed on or measured by the recipient's net income or receipts
               (such non-excluded items referred to as "TAXES") other than as
               required by Applicable Law. In the event that any withholding or
               deduction from any payment to be made by the Sponsor hereunder or
               under any other Finance Document is required in respect of any
               Taxes pursuant to any Applicable Law, the Sponsor will:

               (i)    to the extent that any such Taxes are payable by the
                      Sponsor, pay directly to the relevant authority the full
                      amount to be so withheld or deducted;

               (ii)   promptly forward to the recipient of such payment an
                      official receipt or other documentation satisfactory to
                      the recipient of such payment (to the extent the same is
                      available to the Sponsor) evidencing such payment to such
                      authority; and

               (iii)  pay to the recipient of such payment for the account of
                      the person or persons entitled thereto such additional
                      amount or amounts as is necessary to ensure that the net
                      amount actually received by such



                                       31


                       person will be equal to the full amount such person
                       would have received had no such withholding or deduction
                       been required;

        (b)    If any Taxes are directly asserted against any Finance Party with
               respect to any payment received by such Finance Party hereunder
               or under any other Finance Document to which the Sponsor is a
               party, such Finance Party may pay such Taxes and the Sponsor will
               promptly pay such additional amounts (including any penalties,
               interest or expenses except to the extent that the same are
               incurred as a result of the negligence or wilful misconduct of
               such Finance Party) as is or are necessary in order that the net
               amount received by such Finance Party after the payment of such
               Taxes (including any Taxes on such additional amount) shall equal
               the amount such Finance Party would have received had such Taxes
               not been asserted;

        (c)    If the Sponsor fails to pay any Taxes when due to the appropriate
               taxing authority or fails to remit to the recipient of such
               payment, for its own account and/or, as the case may be, the
               account of the relevant Finance Parties, the required receipts or
               other required documentary evidence, the Sponsor shall indemnify
               the recipient of such payment or such Finance Parties, as the
               case may be, for any incremental Taxes, interest or penalties
               that may become payable by any such Finance Party as a result of
               any such failure (excluding, however, any such incremental Taxes,
               interest or penalties incurred as a result of the negligence or
               wilful misconduct of such Finance Party). For the purposes of
               this Clause, a distribution hereunder or under any other Finance
               Document by a Representative, the Facility Agent or any Lender to
               or for the account of any Lender or other Finance Party shall be
               deemed a payment by the Sponsor;

        (d)    The Finance Parties agree to cooperate with the Sponsor in
               completing and delivering or filing tax-related forms which would
               reduce or eliminate any amount of Taxes required to be deducted
               or withheld on account of any payment made by the Obligor under
               this Agreement or any other Finance Document; provided, however,
               that no Finance Party shall be under any obligation to execute
               and deliver any such form if, in the opinion of such Finance
               Party, completion of any such form might reasonably be expected
               to result in an adverse consequence with respect to the business
               or tax position of such Finance Party.

        (e)    The Sponsor hereby further indemnifies, exonerates and holds each
               Indemnified Party free and harmless from and against any and all
               Indemnified Liabilities incurred by the Indemnified Parties or
               any of them as a result of, or arising out of, or relating to any
               Taxes payable in connection with any payment made:

               (i)    to the Sponsor by the Borrower, or

               (ii)   to any Finance Party in respect of any Royalty Agreement,
                      including without limitation, any loss suffered by any
                      Finance Party (including as a result of the decrease in
                      value of any lien) as a result of any Governmental Agency
                      assessing any Taxes (either on the Borrower or



                                       32


                       such Finance Party) on any payment made pursuant to any
                       Royalty Agreement,

        and to the extent any Taxes are payable on any such payment, the Sponsor
        shall make a cash loan to or equity investment in the Borrower in an
        amount equal to such Taxes and shall pay such loan or equity investment
        into a Project Account not held with a bank in Ghana.

8.12    TAX CREDITS

        If the Sponsor pays any additional amount under Clause 8.11(a) (a "TAX
        PAYMENT") and any Finance Party effectively obtains a refund of tax or
        credit against tax on its overall net income, by reason of that Tax
        Payment (a "TAX CREDIT"), and the Finance Party is able to identify the
        Tax Credit as being attributable to the Tax Payment, then the Finance
        Party shall reimburse to the Sponsor such amount as it shall determine
        to be the proportion of the Tax Credit as will leave the Finance Party
        after that reimbursement, in no better or worse position than it would
        have been in if the Tax Payment had not been required. Each Finance
        Party shall have an absolute discretion as to whether to claim any Tax
        Credit and, if it does claim, the extent, order and manner in which it
        does so. No Finance Party shall be obliged to disclose any information
        regarding its tax affairs or computations to the Sponsor. Nothing shall
        interfere with the right of each Finance Party to arrange its tax
        affairs in whatever manner it thinks fit.

8.13    SET OFF

        The Sponsor authorises each Finance Party after the occurrence of an
        Event of Default to apply any credit balance to which the Sponsor is
        entitled on any account of the Sponsor with that Finance Party (at any
        office and in any currency or commodity (including Gold)) in or towards
        satisfaction of any sum due and payable from the Sponsor to any Finance
        Party hereunder and for this purpose, each Finance Party is authorised
        to purchase with the moneys standing to the credit of any such account
        such other currencies as may be necessary to effect such application. No
        Finance Party shall be obliged to exercise any right granted to it
        pursuant to this Clause.

8.14    CURRENCY OF PAYMENT

        (a)    If:

               (i)    any amount payable by the Sponsor under this Agreement or
                      any Finance Document is received by a Finance Party
                      entitled thereto in a currency (the "PAYMENT CURRENCY")
                      other than the amount agreed to be payable in the currency
                      in which the relevant Obligation is denominated (the
                      "RELEVANT CURRENCY"), whether as a result of any judgement
                      or order or the enforcement thereof, the liquidation of
                      the Sponsor or otherwise; and

                      (ii) the amount produced by converting the Payment
                      Currency so received into the Relevant Currency is less
                      than the required amount of the Relevant Currency, then
                      the Sponsor shall, as an independent obligation separate
                      and independent from its other obligations



                                       33


                       contained hereunder and in any other Finance Document,
                       indemnify such Finance Party for the deficiency and any
                       loss sustained as a result.

        (b)    Such conversion shall be made promptly following receipt at such
               prevailing rate of exchange in such market as is reasonably
               determined by such Finance Party as being most appropriate for
               the conversion. The Sponsor shall in addition pay the reasonable
               costs of the conversion. The Sponsor waives any right it may have
               in any jurisdiction to pay any amount under this Agreement or any
               other Finance Document in a currency other than the Relevant
               Currency.

        (c)    For the purposes of this Clause, a distribution hereunder or
               under any other Finance Document by a Finance Party to or for the
               account of another Finance Party shall be deemed to be a payment
               by the Sponsor.

8.15    ROLE OF THE LAW DEBENTURE TRUST CORPORATION P.L.C.

        The Sponsor acknowledges that The Law Debenture Trust Corporation p.l.c.
        is a party to the Asset Sale Agreements, the First Royalty Agreement and
        the Common Terms Agreement in its capacity as security trustee pursuant
        to the Definition & Common Terms Agreement dated May 9, 1998 (as
        amended) between, inter alia, Satellite Goldfields Limited and certain
        other parties.

8.16    NO OBLIGATIONS FOR MINE

        It is expressly understood that none of the Independent Engineer, the
        Insurance Consultant or any Finance Party assumes any obligation to the
        Sponsor or any other party in respect of the operation, development,
        exploration and production of the Mine in accordance with the
        Development Plan or otherwise.

8.17    SURVIVAL

        The obligations of the Sponsor under Clauses 8.9, 8.10, 8.11 and 8.14
        and all obligations of the Finance Parties pursuant to Clause 8.12,
        shall, in each case, survive any termination of this Agreement. The
        representations and warranties made and indemnity and reimbursement
        obligations of the Sponsor in this Agreement and in each other Finance
        Document to which it is a party shall survive the execution and delivery
        of this Agreement and each such other Finance Document.

8.18    HEADINGS

        The various headings of this Agreement and of each other Finance
        Document are inserted for convenience only and shall not affect the
        meaning or interpretation of this Agreement or such other Finance
        Document or any provisions hereof or thereof.

8.19    ENGLISH LANGUAGE

        This Agreement and the other Finance Documents have been negotiated in
        English and executed in the English language. All certificates, reports,
        notices and other documents and communications given or delivered
        pursuant to this Agreement and the other Finance Documents shall be in
        the English language or, if not in the English language, shall be
        accompanied by a certified English translation thereof. In the case



                                       34


        of any document originally issued in a language other than English, the
        English language version of any such document shall, absent manifest
        error, control the meaning and interpretation of the matters set forth
        therein.

8.20    DELAY

        No failure or delay on the part of any Finance Party in exercising any
        power or right under this Agreement or any other Finance Document shall
        operate as a waiver thereof, nor shall any single or partial exercise of
        any such power or right preclude any other or further exercise thereof
        or the exercise of any other power or right. No notice to or demand on
        the Sponsor in any case shall entitle it to any notice or demand in
        similar or other circumstances. No waiver or approval by any Finance
        Party under this Agreement or any other Finance Document shall, except
        as may be otherwise stated in such waiver or approval, be applicable to
        subsequent transactions. No waiver or approval hereunder shall require
        any similar or dissimilar waiver or approval thereafter to be granted
        hereunder.

9.  GOVERNING LAW AND SUBMISSION TO JURISDICTION

9.1     LAW.

        This Agreement and all matters and disputes relating hereto shall be
        governed and construed in accordance with English law.

9.2     JURISDICTION OF ENGLISH COURTS

        (a)    The courts of England have exclusive jurisdiction to settle any
               dispute arising out of or in connection with this Agreement
               (including a dispute regarding the existence, validity or
               termination of this Agreement) (a "DISPUTE").

        (b)    The Parties agree that the courts of England are the most
               appropriate and convenient courts to settle Disputes and
               accordingly no Party will argue to the contrary.

        (c)    This Clause 7.2 is, as against the Sponsor, for the benefit of
               the Finance Parties only. As a result, no Finance Party shall be
               prevented from taking proceedings against the Sponsor relating to
               a Dispute in any other courts with jurisdiction. To the extent
               allowed by law, the Finance Parties may take concurrent
               proceedings against the Sponsor in any number of jurisdictions.

9.3     FORUM.

        The Sponsor irrevocably waives any objection which it might now or
        hereafter have to the courts referred to in Clause 7.2 being nominated
        as the forum to hear and determine any suit, action or proceeding, and
        to settle any disputes, which may arise out of or in connection with
        this Agreement and agrees not to claim that any such court is not a
        convenient or appropriate forum.

9.4     NON-EXCLUSIVE.

        The submission to the jurisdiction of the courts referred to in Clause
        7.2 shall not (and shall not be construed so as to) limit the right of
        any Finance Party to take



                                       35


        proceedings against the Sponsor in any other court of competent
        jurisdiction nor shall the taking of proceedings in any one or more
        jurisdictions preclude the taking of proceedings in any other
        jurisdiction, whether concurrently or not.

9.5     WAIVER OF IMMUNITY.

        To the extent that the Sponsor may be entitled in any jurisdiction to
        claim for itself or its assets, immunity from suit, execution,
        attachment or other legal process whatsoever, it hereby irrevocably
        agrees not to claim and hereby irrevocably waives such immunity to the
        fullest extent permitted by the laws of such jurisdiction.

9.6     SERVICE OF PROCESS

        Without prejudice to any other mode of service allowed under any
        relevant law, the Sponsor

        (a)    hereby irrevocably appoints:

        Moriah Limited (No. 03991620) a company incorporated in England and
        Wales and having its registered office at 60A Manchuria Road, London
        SW11 6AE

        as its agent for service of process (the "PROCESS AGENT") in relation to
        any proceedings before the English courts in connection with any Finance
        Document; and

        (b)    agrees that failure by the Process Agent to notify the Borrower
               of the process will not invalidate the proceedings concerned.

The parties hereto have caused this Agreement to be duly executed and delivered
as a deed on the day and year first above written.



                                       36


EXECUTED as a Deed on behalf of
GOLDEN STAR RESOURCES LTD.



Signature:
               ------------------------------------
Name:
               ------------------------------------
Title:
               ------------------------------------



Witness:
               ------------------------------------
Name:
               ------------------------------------
Address:
               ------------------------------------

               ------------------------------------

               ------------------------------------
Occupation:
               ------------------------------------



                                      -S1-


EXECUTED as a Deed on behalf of
STANDARD BANK LONDON
LIMITED, as Security Trustee



Signature:
               ------------------------------------
Name:
               ------------------------------------
Title:
               ------------------------------------


and


Signature:
               ------------------------------------
Name:
               ------------------------------------
Title:
               ------------------------------------



                                      -S2-


                                   SCHEDULE 1

                               DISCLOSURE SCHEDULE


Item 1         Subsidiaries

 No                       Name                     Jurisdiction of Incorporation
- ----      -------------------------------------    -----------------------------

1.        Golden Star Resources Ltd                 Canada(1)

2.        Golden Star Holdings Ltd*                 Barbados

3.        Golden Star Management Ltd*               Bahamas

4.        Venezuela Investments Ltd*                Barbados

5.        Venhold Investments (1994) Ltd            Barbados

6.        Pan African Resources Corporation         Yukon

7.        Pan African Resources Corporation         Barbados(2)

8.        PARC Dioulafoundou Ltd*                   Barbados

9.        PARC Gabon SA* (99.9%)                    Gabon

10.       PARC Cote d'Ivoire SA (99.9%)             Ivory Coast

11.       PARC Fougala* (99.3%)                     Mali

12.       Southern Star Resources Ltd*              Barbados

13.       Southern Star Bolivia SRL*                Bolivia

14.       Estrela Sul do Brasil Empreendimentos     Brazil
          LTDA*

15.       Estrela de Ouro Empreendimentos LTDA*     Brazil
          (49%)

16.       Southern Star Equador SA*                 Ecuador

17.       Southern Star Argentina*                  Barbados

18.       Guyanor Ressources S.A. (72.6%)           France(3)

19.       Societe de Travaux Publics et de Mines    France
          Auriferes en Guyane

20.       Societe des Mines de St-Elie              France(4)

21.       Societe des Mines de Yaou & Dorlin (50%)  France


- ----------
(1) Registered in Colorado, Florida, New York, Suriname, Guyana, Eritrea,
    Ethiopia, Ivory Coast.
(2) Registered in Kenya, Eritrea, Sierra Leone, Mali, Burkina Faso.
(3) Rights issue, approved by shareholders, scheduled for Q4, 2002 could
    increase ownership to greater than 90%.
(4) Subject to sale pending French regulatory approval.
*   Denotes inactive, with no material assets or liabilities.



                                      SS-1


22.       Societe des Mines de Yaou & Dorlin (50%)  France(5)

23.       Caystar Holdings                          Cayman Islands

24.       Bogoso Holdings                           Cayman Islands

25.       Bogoso Gold Limited (90%)                 Ghana

26.       Barnex (Ghana) Limited                    Ghana

27.       New Century Mines                         Ghana(6)

28.       GSR (IOM) Limited                         Isle of Man(7)

29.       Barnex (Prestea) Limited                  Ghana(8)

30.       Wasford Holdings                          Cayman Islands

31.       Wexford Goldfields Limited (90%)          Ghana(9)

32.       JCI (Ghana) Limited                       Ghana(10)


- -  Means inactive with no material assets or liabilities.



Item 2         Royalty Agreements

By virtue of the Minerals Royalties Regulations 1987 (L.I. 1349), mining
companies are subject to the payment of royalties to Ghana based on
profitability in terms of operating ratios which is the ratio expressed in terms
of the percentage which the operating margin bears to turnover during each
royalty period. The rate of royalty payable according to the law as:

        (c)    Where the operating ratio is thirty per cent (30%) or less, the
               rate of royalty payment is three per cent (3%) of turnover or
               gross value of minerals won.

        (d)    where the operating ratio is more than thirty per cent (30%) but
               less than seventy per cent (70%) the rate of royalty payment is
               three per cent (3%) plus 0.225 of every one per cent (1%) by
               which the operating ratio exceeds thirty per cent (30%).

        (e)    where the operating ratio is seventy per cent (70%) or more the
               rate of royalty payment is twelve per cent (12%).

        (f)    See also the Deed of Warranty.

The Borrower has or will enter into the First Royalty Agreement and has or will
enter into a royalty agreement with the Lenders and Standard Bank London
Limited.


- ----------
(5)  Subject to purchase pending French regulatory approvals.
(6)  Unincorporated JV with Prestea Gold Resources Limited (45%) and the
Government of Ghana (10%) on the Prestea Underground.
(7)  Merged with Bogoso Holdings as at January 1, 2002.
(8)  Merged with Bogoso Gold Limited on January 1, 2002.
(9)  Subject to purchase pending final documentation and Ghanaian regulatory
approvals.
(10) Subject to purchase pending confirmation of renewal of the primary asset by
the Government of Ghana. BoG approval for the transfer of shares already
obtained.



                                      SS-2


Item 3         Material Agreements

1.      All Operative Documents and all documents provided to the Facility Agent
        prior to the New Ownership Date and identified by an attached
        certificate signed by an Authorised Officer of the Borrower as a
        "MATERIAL AGREEMENT".



                                      SS-3


                                   SCHEDULE 2

                         FORM OF COMPLIANCE CERTIFICATE

To:     [Standard Bank London Limited] as Security Trustee

From:   Golden Star Resources Ltd.

Dated:


Dear Sirs

SUPPORT AGREEMENT, DATED [-], 2002, BETWEEN (1) GOLDEN STAR RESOURCES LTD., AS
THE SPONSOR, AND (2) STANDARD BANK LONDON LIMITED, AS THE SECURITY TRUSTEE (THE
"AGREEMENT")

1.      We refer to the Agreement. This is a Compliance Certificate. Terms
        defined in the Agreement have the same meaning when used in this
        Compliance Certificate unless given a different meaning in this
        Compliance Certificate.

2.      We confirm that as at (11)[       ] (the "COMPLIANCE DATE") and as at
        the date hereof:

        (a)    our Net Worth is (12)[         ]; or

        (b)    our ratio of Current Assets to Current Liabilities is (13)
               [       ]; or

        (c)    the ratio of:

               (i)    Operating Cash flow for the 6 month period prior to the
                      Compliance Date; to

               (ii)   Interest expense of the Group for such period is

                      (14)[        ]

        (d)    the ratio of

               (i)    Financial Indebtedness of the Group; to

               (ii)   Net Worth,

               As at the Compliance Date is (15)[          ]

- ----------
(11)  Compliance Date: date of most recent accounts/Release Date
(12)  not to be less than U.S.$18,000,000
(13)  not to be less than 1:1
(14)  not to be less than 4:1



                                      SS-4


        (e)    The ratio of:

               (i)    indebtedness of the Group; to

               (ii)   Net Worth

               Is not more than (16)[          ]

3.      [We confirm that no Default is continuing.](17)



Signed:
        -----------------------------------
        Director
        of
        Golden Star Resources Ltd.





- ----------
(15) not to be more than 1.5:1
(16) not to be more than 1.5:1
(17) If this statement cannot be made, the certificate should identify any
Default that is continuing and the steps, if any, being taken to remedy it.



                                      SS-5


                                   SCHEDULE 3

                                 PAYMENT NOTICE

TO:     Golden Star Resources Ltd.

We refer to the Support Agreement dated [_], 2002 (the "Agreement") between
Golden Star Resources Ltd. and Standard Bank London Limited, as security
trustee.

Pursuant to Clause 5.2 of the Agreement we set forth below the account into
which you shall pay all monies payable by yourselves to the Borrower under or in
connection with the Management Agreement.

Account to which moneys
are to be forwarded

                        -----------------------------

                        -----------------------------

                        -----------------------------


Capitalised terms used but not otherwise defined herein shall have the meanings
provided in the Agreement.

Dated this _______ day of ___________, 2002.

STANDARD BANK LONDON LIMITED
as the Security Trustee

By:
            -----------------------------
Name:
            -----------------------------
Title:
            -----------------------------



                                      SS-6

EX-2.8

                            Dated September 13, 2002




              (1)       WEXFORD GOLDFIELDS LIMITED, as the Borrower

              (2)       BAYERISCHE HYPO-UND VEREINSBANK AG,
                        DRESDNER BANK AG LONDON BRANCH,
                        FORTIS BANK (NEDERLAND) N.V., and
                        STANDARD BANK LONDON LIMITED, as the Lenders

              (3)       STANDARD BANK LONDON LIMITED, as the Agent




                 ----------------------------------------------

                               WASSA GOLD PROJECT

                              CONVERSION AGREEMENT

                 ----------------------------------------------



                            Mayer, Brown, Rowe & Maw
                                11 Pilgrim Street
                                 London EC4 6RW





                                TABLE OF CONTENTS



                                                                            PAGE

                                                                      
1.      DEFINITIONS AND INTERPRETATION.........................................2

2.      CONVERSION.............................................................3

3.      REPRESENTATIONS AND WARRANTIES OF THE BORROWER.........................3

4.      NO IMPLIED WAIVERS.....................................................4

5.      GENERAL................................................................4

6.      ASSIGNMENT.............................................................4

7.      COUNTERPARTS...........................................................5

8.      GOVERNING LAW AND SUBMISSION TO JURISDICTION...........................5



SCHEDULE       INITIAL PERCENTAGE ALLOCATION OF GOLD ROYALTY



                                      -i-


THIS CONVERSION AGREEMENT (as amended, modified or supplemented from time to
time, this "DEED") is made on ,                       2002

BETWEEN:

(1)      WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of
         the Republic of Ghana (the "BORROWER");

(2)      BAYERISCHE HYPO-UND VEREINSBANK AG, DRESDNER BANK AG LONDON BRANCH,
         FORTIS BANK (NEDERLAND) N.V. and STANDARD BANK LONDON LIMITED
         (collectively, the "LENDERS"); and

(3)      STANDARD BANK LONDON LIMITED, a company incorporated under the laws of
         England, in its capacity as the Agent under the Loan Agreement (the
         "AGENT").

WHEREAS

(A)      Pursuant to the terms and conditions of the Loan Agreement, dated 26
         June, 2002 (as amended, modified or supplemented from time to time, the
         "LOAN AGREEMENT"), between the Borrower, the Lenders and the Agent, the
         Lenders have or will advance to the Borrower a Facility B Loan in an
         aggregate principal amount of U.S.$5,000,000 for the purposes of
         funding the deferred purchase price for an acquisition of assets by the
         Borrower.

(B)      The parties to the Loan Agreement have agreed that the obligations of
         the Borrower to the Lenders in connection with the repayment of the
         Facility B Loan (including interest accrued in respect thereof) shall
         be satisfied and discharged and replaced by the Borrower's agreement to
         pay the gold royalty set forth in the Royalty Agreement, dated the date
         hereof (as amended, modified or supplemented from time to time, the
         "SECOND ROYALTY AGREEMENT") between the Borrower, the Lenders and the
         Agent.

NOW THIS DEED WITNESSES as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         "AGENT" is defined in the preamble;

         "BORROWER" is defined in the preamble;

         "CONVERSION DATE" means the first date upon which the following
         conditions shall have been satisfied:

         (a)      each Lender shall have received evidence to its satisfaction
                  (acting reasonably) that all Approvals required for the
                  performance of the Borrower's obligations (and the receipt by
                  each party of any payment to be made to each party)





                  pursuant to the Second Royalty Agreement shall have been
                  received by such Lender; and

         (b)      no Default shall have occurred or be continuing.

         "DEED" is defined in the preamble;

         "GOLD ROYALTY" has the meaning provided in the Second Royalty
         Agreement;

         "LENDER PARTIES" means, collectively, the Lenders and the Agent;

         "LENDERS" is defined in the preamble;

         "LOAN AGREEMENT" is defined in Recital (A); and

         "SECOND ROYALTY AGREEMENT" is defined in Recital (B).

1.2      INTERPRETATION

         (a)      capitalised terms used but not defined in this Deed (including
                  in the preamble hereto) have the same meanings as in the Loan
                  Agreement and/or the Common Terms Agreement;

         (b)      this Deed is a Finance Document and shall be interpreted and
                  construed in accordance with the terms and provisions of the
                  Loan Agreement and/or Common Terms Agreement (including
                  Clauses 1.2 to 1.5 thereof which are hereby incorporated into
                  this Deed with all necessary consequential changes); and

         (c)      the parties hereto intend that this document shall take effect
                  as a deed.

2.       CONVERSION

         (a)      With effect from the Conversion Date, each of the parties
                  hereto agrees that the obligations of the Borrower (to the
                  extent not already performed) to repay to each Lender the
                  principal amount of the Facility B Loan and all interest
                  accrued thereon shall be satisfied and discharged and replaced
                  by the obligations of the Borrower to pay the Gold Royalty to
                  each Lender contained in the Second Royalty Agreement as
                  supplemented by the terms and conditions of this Deed.

         (b)      The Gold Royalty shall initially be allocated between each
                  Lender in the percentages set forth in the Schedule to this
                  Deed. For the avoidance of doubt the obligation of the
                  Borrower to pay the specified percentage allocation of the
                  Gold Royalty shall be enforceable by each Lender as an
                  individual obligation of the Borrower to such Lender.

         (c)      Except for the obligations discharged pursuant to Clause 2(a),
                  each of the obligations and liabilities of the Borrower
                  contained in the Loan Agreement



                                       3


                  shall continue in full force and effect without amendment or
                  modification of any nature whatsoever.

3.       REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         The Borrower hereby represents and warrants to each Lender Party on the
         date of this Deed in the terms set out below:

         (a)      each of this Deed and the Second Royalty Agreement constitutes
                  the Borrower's legal, valid and binding obligations, is within
                  its powers, has been duly authorised by it and does not and
                  will not breach its constitutional documents or any other
                  document binding on it or violate any applicable law, rule or
                  regulation binding on it; and

         (b)      it has the power to enter into and perform, and has taken all
                  necessary action to authorise the entry into, performance and
                  delivery of each of this Deed and the Second Royalty Agreement
                  and the transactions contemplated by each of this Deed and the
                  Second Royalty Agreement.

4.       NO IMPLIED WAIVERS

4.1      NO WAIVERS

         No failure or delay by any Lender Party in exercising any right, power
         or privilege under this Deed shall operate as a waiver thereof nor
         shall any single or partial exercise of any right, power or privilege
         preclude any other or further exercise thereof or the exercise of any
         other right, power or privilege.

4.2      RIGHTS CUMULATIVE

         The rights and remedies of the Lender Parties provided in this Deed are
         cumulative and not exclusive of any rights or remedies provided by law.

4.3      WAIVERS IN WRITING

         A waiver given or consent granted by any Lender Party under this Deed
         will be effective only if given in writing and then only in the
         instance and for the purpose for which it is given.

5.       GENERAL

5.1      SEVERABILITY

         If a provision of this Deed is or become illegal, invalid or
         unenforceable in any jurisdiction, that shall not affect:

         (a)      the validity or enforceability in that jurisdiction of any
                  other provision of this Deed; or



                                       4


         (b)      the validity of enforceability in other jurisdictions of that
                  or any other provisions of this Deed.

6.       ASSIGNMENT

6.1      ASSIGNMENT BY THE LENDER PARTIES

         Any Lender Party may at any time assign or otherwise transfer all or
         any part of its rights under this Deed.

6.2      ASSIGNMENT BY THE BORROWER

         The Borrower may not assign or otherwise transfer any of its rights or
         obligations hereunder.

7.       COUNTERPARTS

         This Deed may be executed in any number of counterparts and all of such
         counterparts taken together shall be deemed to constitute one and the
         same instrument.

8.       GOVERNING LAW AND SUBMISSION TO JURISDICTION

8.1      GOVERNING LAW; ENTIRE AGREEMENT

         (a)      This Deed and all matters and disputes relating hereto shall
                  be governed by, and construed in accordance with, English law.

         (b)      This Deed constitutes the entire understanding among the
                  parties hereto with respect to the subject matter hereof and
                  thereof and supersede any prior agreements, written or oral,
                  with respect thereto.

8.2      FORUM SELECTION AND CONSENT TO JURISDICTION; WAIVER OF IMMUNITY

         The Borrower irrevocably agrees for the benefit of each of the Lender
         Parties that the courts of England shall have non-exclusive
         jurisdiction to hear and determine any suit, action or proceeding, and
         to settle any disputes, which may arise out of or in connection with
         this Deed and, for such purposes, irrevocably submits to the
         non-exclusive jurisdiction of such courts.

8.3      FORUM

         The Borrower irrevocably waives any objection which it might now or
         hereafter have to the courts referred to in Clause 8.2 being nominated
         as the forum to hear and determine any suit, action or proceeding, and
         to settle any disputes, which may arise out of or in connection with
         this Deed and agrees not to claim that any such court is not a
         convenient or appropriate forum.



                                       5


8.4      PROCESS AGENT

         The Borrower agrees that the process by which any suit, action or
         proceeding is begun may be served on it by being delivered in
         connection with any suit, action or proceeding in England, to it at:

                  Moriah Limited (No. 03991620) a company incorporated in
                  England and Wales and having its registered office at 60A
                  Manchuria Road, London SW11 6AE,

         or, if different, such person's principal place of business in England
         for the time being.

8.5      NON-EXCLUSIVE

         The submission to the jurisdiction of the courts referred to in Clause
         8.2 shall not (and shall not be construed so as to) limit the right of
         the Lender Parties or any of them to take proceedings against the
         Borrower in any other court of competent jurisdiction nor shall the
         taking of proceedings in any one or more jurisdictions preclude the
         taking of proceedings in any other jurisdiction, whether concurrently
         or not.

8.6      WAIVER OF IMMUNITY

         To the extent that the Borrower may be entitled in any jurisdiction to
         claim for itself or its assets immunity from suit, execution,
         attachment or other legal process whatsoever, it hereby irrevocably
         agrees not to claim and hereby irrevocably waives such immunity to the
         fullest extent permitted by the laws of such jurisdiction.

IN WITNESS whereof this Deed has been duly executed and delivered on the day and
year first before written.



                                       6


                                    SCHEDULE




                                                   Initial Percentage
Lender                                         Allocation of Gold Royalty
- ------                                        ----------------------------
                                           
Bayerische Hypo-und Vereinsbank AG                      27.272725%
Dresdner Bank AG London Branch                          36.363625%
Fortis Bank (Nederland) N.V.                            18.181825%
Standard Bank London Limited                            18.181825%




                                      SS-1


Signed by: ________________________________    )
a duly authorised representative of and for    )
and on behalf of WEXFORD                       )
GOLDFIELDS LIMITED, as the                     )
Borrower                                       )






                                      S-1


EXECUTED as a deed on behalf of          )
STANDARD BANK LONDON                     )
LIMITED, as the Agent                    )



Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------


and


Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



                                      S-2


EXECUTED as a deed on behalf of          )
BAYERISCHE HYPO-UND                      )
VEREINSBANK AG, as a Lender              )


Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



                                      S-3


EXECUTED as a deed on behalf of          )
DRESDNER BANK AG LONDON                  )
BRANCH, as a Lender                      )


Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



                                      S-4


EXECUTED as a deed on behalf             )
of FORTIS BANK (NEDERLAND) N.V.,         )
as a Lender                              )


Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



                                      S-5


EXECUTED as a deed on behalf of          )
STANDARD BANK LONDON                     )
LIMITED, as a Lender                     )


Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



Signature:
                 -----------------------------------
Name Printed:
                 -----------------------------------
Title:
                 -----------------------------------



                                      S-6

EX-2.9

                            Dated September 13, 2002




                        (1) WEXFORD GOLDFIELDS LIMITED,

             (2) THE PERSONS FROM TIME TO TIME PARTY HERETO AS THE
                                ROYALTY HOLDERS,

                                       and

                        (3) STANDARD BANK LONDON LIMITED



                    ----------------------------------------

                               WASSA GOLD PROJECT
                            SECOND ROYALTY AGREEMENT

                    ----------------------------------------



                            Mayer, Brown, Rowe & Maw
                                11 Pilgrim Street
                                London, EC4V 6RW





                               TABLE OF CONTENTS

                                                                            PAGE


1.         DEFINITIONS AND INTERPRETATION......................................1

2.         EFFECTIVENESS.......................................................3

3.         COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING
           TO THE MINE, THE MINING LEASE AND OPERATIONS........................4

4.         ROYALTY.............................................................4

5.         PRE-EMPTIVE RIGHTS..................................................6

6.         ASSIGNMENT AND TRANSFER.............................................6

7.         EVENT OF DEFAULT....................................................7

8.         DISCLOSURE OF INFORMATION...........................................8

9.         THE ROYALTY PARTIES.................................................8

10.        CONDUCT OF BUSINESS BY THE ROYALTY PARTIES.........................13

11.        SHARING AMONG THE ROYALTY HOLDERS..................................13

12.        PAYMENT MECHANICS..................................................14

13.        AMENDMENTS AND WAIVERS.............................................15

14.        WAIVER.............................................................16

15.        COUNTERPARTS.......................................................16

16.        SUCCESSORS AND ASSIGNS.............................................16

17.        GOVERNING LAW......................................................16

18.        JURISDICTION.......................................................16

19.        INVALIDITY.........................................................17

20.        CAPACITY OF ROYALTY PARTIES........................................17



                                       i


THIS ROYALTY AGREEMENT is dated September 13, 2002 and made between:

(1)    WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the
       Republic of Ghana ("WGL");

(2)    THE PERSONS FROM TIME TO TIME PARTY HERETO as the Royalty Holders; and

(3)    STANDARD BANK LONDON LIMITED, a company incorporated under the laws of
       England, in its capacity as the agent for the Royalty Holders (the
       "ROYALTY AGENT").

WHEREAS

(A)    Pursuant to the Loan Agreement, the Lenders have agreed to provide a
       Facility B Loan (as defined in the Loan Agreement) to WGL in the
       aggregate principal amounts of U.S.$5,000,000.

(B)    Pursuant to the Conversion Agreement WGL and the Lenders have agreed to
       convert the Facility B Loan into the Gold Royalty on the terms and
       conditions contained therein and the Lenders will become the Initial
       Royalty Holders hereunder.

(C)    WGL has agreed to pay the Gold Royalty on the terms and conditions set
       forth in this Agreement.

IT IS AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this Agreement, unless otherwise expressly defined herein, terms
       defined in the Common Terms Agreement have the same meaning when used in
       this Agreement, and unless the context otherwise requires:

       "AGREEMENT" means this Royalty Agreement as amended, modified or
       supplemented from time to time;

       "AREA OF INTEREST" means the area which is the subject of the Mining
       Lease;

       "COMMENCEMENT DATE" means the date of this Agreement;

       "COMMON TERMS AGREEMENT" means that certain agreement, dated June 26,
       2002 (as amended, modified or supplemented from time to time), between
       (1) WGL, as borrower, (2) the other Obligors party thereto from time to
       time, (3) Standard Bank London Limited, as facility agent and security
       trustee and (4) the Royalty Holders referred to (and defined) therein;

       "CONVERSION AGREEMENT" means that certain conversion agreement, dated on
       or about the date hereof, between WGL, the Initial Royalty Holders and
       the Royalty Agent (in its capacity as Agent under (and as defined in) the
       Loan Agreement);





       "CONVERSION DATE" has the same meaning as in the Conversion Agreement;

       "DEPARTMENT" means the Minerals Commission of Ghana and the Minister of
       Mines of Ghana;

       "DISCHARGED RIGHTS AND OBLIGATIONS" is defined in Clause 6.4(a);

       "EXPLORATION ACTIVITIES" means:

       (a)    all activities and operations which have as their purpose the
              discovery, location and delineation and further investigation of
              ore bodies within the Area of Interest, the testing of such ore
              bodies and the analysis of samples derived from such ore bodies,
              including feasibility, viability and amenability studies and the
              administration of field offices for the performance of any of
              these functions;

       (b)    the acquisition, registration and maintenance of exploration or
              mining tenements within the Area of Interest; and

       (c)    the study and evaluation of mining methods and of treatment plants
              and processes and the preparation of pre-feasibility and
              feasibility studies in respect of discoveries of gold and other
              Minerals within the Area of Interest;

       "GOLD ROYALTY" means the royalty interest referred to in Clause 4.1 and
       the proceeds therefrom, calculated in accordance with Clause 4.3;

       "INITIAL ROYALTY HOLDERS" means the persons referred to in Schedule 1
       hereto;

       "MAJORITY ROYALTY HOLDERS" means Royalty Holders with an aggregate
       Royalty Percentage in excess of 66? %;

       "MINERALS" shall have the meaning given to it in PNDCL 153;

       "MINING OPERATIONS" means every kind of work done on, or in respect of,
       the Mining Lease, including developing, designing, constructing,
       equipping, extracting, mining, improving, crushing, smelting, treating,
       refining, transporting, handling gold and other Minerals and everything
       incidental thereto;

       "NEW ROYALTY HOLDER" has the meaning provided in the Royalty Holder Deed
       of Accession;

       "PARTIES" means each of the parties to this Agreement and "Party" means
       any one of them;

       "PNDCL 153" means the Minerals and Mining Law, 1986 (PNDCL 153) as
       amended by the Minerals and Mining Amendment Act, 1994 (Act 475);

       "PURCHASE PRICE" means, on any date , (a "Calculation Date") an amount
       calculated as follows:

       Purchase Price = (MR-AR) (1 - (DR x DP))



                                      -2-


       Where:

       MR (the "MAXIMUM ROYALTY") = U.S.$5,500,000 (the maximum Gold Royalty
       payable under this Agreement);

       AR (the "ACCRUED ROYALTY") = the aggregate Gold Royalty paid by WGL to
       the Royalty Holders under this Agreement prior to the Calculation Date;

       DR (the "DISCOUNT RATE") = estimated average LIBOR calculated by the
       Royalty Agent for each 3 month period as at the Calculation Date with
       respect to an amount equal to (MR - AR) and for an interest period of DP;
       and

       DP (the "DISCOUNT PERIOD") = the period commencing on the Calculation
       Date and ending on 26 June, 2007;

       "RETIRING ROYALTY HOLDER" has the meaning provided in the Royalty Holder
       Deed of Accession;

       "ROYALTY AGENT" is defined in the preamble;

       "ROYALTY HOLDERS" means, initially, the Initial Royalty Holders and,
       thereafter, any other person which from time to time becomes party hereto
       as a successor in interest to any Royalty Holder in accordance with the
       terms and conditions of Clause 6;

       "ROYALTY PARTIES" means, collectively, the Royalty Holders and the
       Royalty Agents;

       "ROYALTY PERCENTAGE" means, initially, and with respect to each Initial
       Royalty Holder, the percentage specified opposite such Initial Royalty
       Holder in Schedule 1 hereto, and, subsequently in connection with any
       Royalty Holder, the percentage interest in the Gold Royalty from time to
       time owned by such Royalty Holder;

       "ROYALTY RATE" means U.S.$8.00 per Ounce; and

       "WGL" is defined in the preamble.

1.2    Interpretation

       This Agreement is a Finance Document and shall, except as the same may be
       inconsistent with the express terms of this Agreement, be interpreted and
       construed in accordance with the terms and provisions of the Common Terms
       Agreement (including Clauses 1.2 to 1.5 thereof which are hereby
       incorporated into this Agreement with all necessary consequential
       changes). For the avoidance of doubt, Clause 15.5 of the Common Terms
       Agreement shall apply to the payment of the Gold Royalty and all other
       amounts hereunder.

2.     EFFECTIVENESS

2.1    This Agreement is conditional on, and will come into effect on the
       Conversion Date.



                                      -3-


3.     COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE
       MINING LEASE AND OPERATIONS

3.1    WGL will:

       (a)    supply the Royalty Agent with copies of all returns and notices
              provided to the Department and all returns and notices from the
              Department;

       (b)    unless it is not commercially justified having regard to the
              current London Gold Price and business conditions in Ghana, carry
              out Exploration Activities within the Area of Interest in
              accordance with good industry practices;

       (c)    unless it is not commercially justified having regard to the
              current London Gold Price and business conditions in Ghana, use
              its best endeavours to obtain extensions of the term of the Mining
              Lease, renewals and conversions of the Mining Lease and to comply
              with conditions imposed on the Mining Lease unless otherwise
              agreed by the Majority Royalty Holders in writing;

       (d)    act as a reasonable and prudent miner in exploring, developing and
              operating the Area of Interest;

       (e)    act in accordance with all applicable laws, rules and regulations;
              and

       (f)    use its best efforts, consistent with the standards of a
              reasonable and prudent operator, to keep and perform all of the
              terms, conditions and covenants, express and implied, of the
              servitudes, Mining Lease and other interests comprising the Area
              of Interest or imposed by other parties or governmental
              authorities.

3.2    WGL agrees to conduct and carry on, or cause to be conducted and carried
       on all operations respecting the Mining Lease with reasonable and prudent
       business judgment and in accordance with good mining industry practices
       and to cause every Mine within the Area of Interest to be operated in a
       good, prudent and workmanlike manner, and all improvements and equipment
       necessary or useful to the operation of the same to be provided and all
       to be done that a reasonably prudent operator would do, to the end that
       the Area of Interest shall be operated and produced to optimise returns
       to WGL and the Royalty Holders.

3.3    WGL shall, subject to the other terms of this Agreement, have exclusive
       charge, management and control of all operations to be conducted on the
       Area of Interest. WGL shall promptly pay all costs and expenses incurred
       in developing, operating and maintaining the Area of Interest.

4.     ROYALTY

4.1    WGL will pay to the Royalty Agent (on behalf of the Royalty Holders),
       their respective successors and assigns forever, a royalty interest in
       the Mining Lease and Area of Interest in all Gold in, under and extracted
       from the Area of Interest by or on behalf of WGL (or any subsequent owner
       of the Mining Lease) or any other person in each case on and from the New
       Ownership Date; provided, however, that the



                                      -4-


       aggregate Gold Royalty payable to the Royalty Agent shall be limited to
       U.S.$5,500,000.

4.2    WGL agrees to execute and deliver, at WGL's cost and expense, all other
       and further instruments, certificates, agreements and other documents
       necessary or desirable to further evidence or document the creation of
       the Gold Royalty, including all filings and registrations of every kind
       with the Department and other Governmental Agencies.

4.3    WGL hereby agrees to pay the Gold Royalty in accordance with the terms of
       this Agreement. WGL will make quarterly payments of the Gold Royalty to
       the Royalty Agent, for the account of the Royalty Holders, in arrears on
       each Cash Sweep Date falling after the New Ownership Date for the quarter
       most immediately preceding such Cash Sweep Date and provide written
       details of the amount of any such payments to the Royalty Holder at the
       same time such payment is made. The aggregate Gold Royalty for any period
       shall be calculated by multiplying the numbers of Ounces of Gold produced
       and shipped from the Mine from the Area of Interest during such period by
       the Royalty Rate. The amount of such aggregate Gold Royalty for any
       period payable to each Royalty Holder shall be equal to such Royalty
       Holder's Royalty Percentage of such amount as in effect from time to time
       during such period. In connection with the calculation of the Gold
       Royalty as aforesaid WGL undertakes that it will not hold more than the
       higher of:

       (a)    two weeks average production; or

       (b)    5,000 ounces,

       of dore at the Mine without shipping such ounces of dore.

4.4    Without prejudice to any provision of any other Finance Document, the
       Royalty Parties shall never personally be responsible for payment of any
       part of the costs, expenses or other liabilities related to the Area of
       Interest including, liabilities incurred by anyone in developing,
       exploring, equipping, operating and abandoning the Area of Interest,
       after the New Ownership Date, and WGL hereby agrees to indemnify and save
       each Royalty Party harmless from and against any and all such
       responsibility and liability. Nothing herein shall ever be construed to
       create a partnership, joint venture, mining partnership or association
       between WGL and any Royalty Party.

4.5    WGL shall within seven days after each Cash Sweep Date give to the
       Royalty Agent a notice detailing the calculation and the amount of the
       Gold Royalty for the particular quarter. The Royalty Agent shall have the
       right to appoint a person or persons to audit WGL's books and records,
       and to examine and inspect the Mine and to observe any and all Mining
       Operations at any time and from time to time.

4.6    No later than March 31 in each year, WGL shall provide to the Royalty
       Agent a certificate from its auditors confirming the amount of Ounces so
       produced during that financial year and the quarterly statements shall,
       if necessary, be adjusted accordingly and any adjusting payment shall be
       made on the date such auditor's certificate is delivered, together with
       interest from the date such payment should have been made



                                      -5-


       until such payment is actually received at the rate calculated in
       accordance with Clause 14.3 of the Common Terms Agreement.

4.7    All books, accounts and records used by WGL to calculate the Gold Royalty
       shall be kept in accordance with GAAP.

4.8    As soon as reasonably possible (but in all events not more than 30 days)
       after the close of each calendar quarter, WGL shall furnish to the
       Royalty Agent a detailed reconciliation statement of the Proven and
       Probable Reserves as of the close of business on the last day of the
       preceding calendar quarter.

5.     PRE-EMPTIVE RIGHTS

5.1    In the event that the Royalty Holders collectively receive a written
       offer from a third party to purchase the entire Gold Royalty under this
       Agreement and such offer shall be acceptable to the Royalty Holders, the
       Royalty Agent shall advise WGL of such proposal including a written
       summary of the price and credit terms offered by such third party. WGL
       shall then have the right, for a period of 10 Business Days to acquire
       (or cause any Group Member to acquire) the Gold Royalty under the same
       price and credit terms offered by such third party. In the event that WGL
       declines to exercise its first right of refusal or fails to communicate
       its intentions to do so to the Royalty Agent within the 10 Business Day
       notice period, WGL shall be deemed to have granted approval to the
       Royalty Holders' disposal of their rights or obligations under this
       Agreement to such third party and the Royalty Holders may assign and
       transfer such rights and obligations in accordance with the provisions of
       Clause 6 of this Agreement and the relevant provisions of the Common
       Terms Agreement to such third party on the same price and credit terms
       within 10 Business Days of WGL declining to exercise its first right of
       refusal or the initial 10 Business Day notice period expiring, whichever
       occurs sooner.

       If, in accordance with Clause 5.1(a), WGL advises it wishes to acquire
       (or cause a Group Member to acquire) the Gold Royalty then, upon payment
       by WGL or such Group Member (as the case may be) of the amount due from
       WGL or such Group Member of the purchase price specified in the relevant
       offer, the Gold Royalty shall terminate.

5.2    At its election by giving 10 Business Days written notice to the Royalty
       Agent, WGL shall have the right to acquire the Gold Royalty from the
       Royalty Holders for cash at a price equal to the Purchase Price on the
       date of acquisition.

6.     ASSIGNMENT AND TRANSFER

6.1    WGL will not sell, transfer, assign, mortgage, encumber, charge or pledge
       or otherwise deal with any rights or obligations arising under this
       Agreement without the prior written approval of the Royalty Parties.

6.2    Any Royalty Holder may, subject always to Clause 5.1 and in accordance
       with Clauses 6.3 and 6.4 of this Agreement, sell, transfer, assign,
       mortgage, encumber, charge or pledge or otherwise deal with its interest
       in the Gold Royalty and any of its rights or obligations arising under
       this Agreement without the consent of WGL or any other Royalty Party;
       provided, however, that no Royalty Holder may sell, transfer or



                                      -6-


       assign the Gold Royalty to any person where payment of the Gold Royalty
       to such person would lead to a breach of U.S., Canadian or Ghanaian
       Applicable Law.

6.3    A transfer is effected in accordance with this Agreement and the Common
       Terms Agreement when a New Royalty Holder executes an otherwise duly
       completed Royalty Holder Deed of Accession delivered to it by the
       Retiring Royalty Holder or WGL (as the case may be). WGL agrees that it
       shall, as soon as reasonably practicable after receipt by it of a Royalty
       Holder Deed of Accession duly completed by the Retiring Royalty Holder
       appearing on its face to comply with the terms of this Agreement and the
       Common Terms Agreement, execute that Royalty Holder Deed of Accession.
       Each Royalty Holder Deed of Accession executed in connection with this
       Agreement shall also include details of the Royalty Percentage of the
       Gold Royalty being transferred by the Retiring Royalty Holder to the New
       Royalty Holder.

6.4    On the execution of a Royalty Holder Deed of Accession by all the parties
       thereto:

       (a)    each of the Retiring Royalty Holder and WGL shall be released from
              further obligations towards one another under this Agreement and
              their respective rights against one another shall be cancelled, in
              each case to the extent of the Royalty Percentage of the Gold
              Royalty transferred to the New Royalty Holder (being the
              "DISCHARGED RIGHTS AND OBLIGATIONS");

       (b)    each of the New Royalty Holder and WGL shall assume obligations
              towards one another and/or acquire rights against one another
              which differ from the Discharged Rights and Obligations only
              insofar as that New Royalty Holder and WGL have assumed and/or
              acquired the same in place of that Retiring Royalty Holder and
              WGL, in each case to the extent of the Royalty Percentage of the
              Gold Royalty transferred to the New Royalty Holder;

       (c)    the New Royalty Holder and WGL shall acquire the same rights and
              assume the same obligations between themselves as they would have
              acquired and assumed had the New Royalty Holder been an initial
              Royalty Holder hereunder with the rights and/or obligations
              acquired or assumed by it as a result of the transfer and to that
              extent the Retiring Royalty Holder shall be released from any
              further obligations to WGL and/or the New Royalty Holder under
              this Agreement, in each case to the extent of the Royalty
              Percentage of the Gold Royalty transferred to the New Royalty
              Holder; and

       (d)    the New Royalty Holder shall become a party to this Agreement as a
              "Royalty Holder".

7.     EVENT OF DEFAULT

7.1    Upon the occurrence of an Event of Default, the Royalty Holders may
       collectively terminate the obligations of WGL hereunder and, in exchange
       for the surrender of the Gold Royalty, may demand and receive liquidated
       damages (calculated pursuant to Clause 7.2) be paid to them. Upon such
       demand being made, WGL shall pay to the Royalty Holders the amount of
       liquidated damages due from it (calculated pursuant to Clause 7.2).



                                      -7-


7.2    The amount of liquidated damages payable by WGL pursuant to Clause 7.1
       shall be equal to the amount of Proven and Probable Reserves (as set
       forth in the most recent statement delivered pursuant to Clause 4.8
       multiplied by the Royalty Rate, calculated as at the date of demand made
       pursuant to Clause 7.1); provided, however, that the amount of liquidated
       damages payable by WGL pursuant to Clause 7.1 shall not exceed in
       aggregate an amount equal to:

       (a)    U.S.$5,500,000,

       less

       (b)    the aggregate Gold Royalty paid by WGL to the Royalty Holders
              under this Agreement prior to the date of payment of such
              liquidated damages.

       Each Royalty Holder shall be entitled to its Royalty Percentage of such
       liquidated damages.

8.     DISCLOSURE OF INFORMATION

       Any Royalty Party may disclose to any of its Affiliates (as defined in
       the Loan Agreement) and any other person:

       (a)    to (or through) whom that Royalty Party assigns or transfers (or
              may potentially assign or transfer) all or any of its rights and
              obligations under this Agreement;

       (b)    with (or through) whom that Royalty Party enters into (or may
              potentially enter into) any sub-participation in relation to, or
              any other transaction under which payments are to be made by
              reference to, this Agreement; or

       (c)    to whom, and to the extent that, information is required to be
              disclosed by any applicable law or regulation,

       any information about the Royalty Parties, the Group and the Finance
       Documents as that Royalty Party shall consider appropriate if, in
       relation to paragraphs (a) and (b) above, the person to whom the
       information is to be given has entered into a Confidentiality Undertaking
       (as defined in the Loan Agreement).

9.     THE ROYALTY PARTIES

       (a)    The Royalty Holders appoint the Royalty Agent to act as their
              agent under and in connection with the Finance Documents.

       (b)    The Royalty Holders authorise the Royalty Agent to exercise the
              rights, powers, authorities and discretions specifically given to
              the Royalty Agent (in its capacity as such) under or in connection
              with the Finance Documents together with any other incidental
              rights, powers, authorities and discretions.

9.2    (a)    The Royalty Agent shall promptly forward to a Party the original
              or a copy of any document which is delivered to the Royalty Agent
              for that Party by a Party or any other person.



                                      -8-


       (b)    If the Royalty Agent receives notice from a Party or any other
              person referring to this Agreement, describing an Event of Default
              and stating that the circumstance described is an Event of
              Default, it shall promptly notify the Royalty Holders.

       (c)    The Royalty Agent's duties under the Finance Documents are solely
              mechanical and administrative in nature.

9.3    (a)    Nothing in this Agreement constitutes the Royalty Agent as a
              trustee or fiduciary of any other person.

       (b)    The Royalty Agent shall not be bound to account to any Royalty
              Holder for any sum or the profit element of any sum received by it
              for its own account.

9.4    The Royalty Agent may accept deposits from, lend money to and generally
       engage in any kind of banking or other business with any member of the
       Group.

9.5   (a)    The Royalty Agent may rely on:

              (i)    any representation, notice or document believed by it to be
                     genuine, correct and appropriately authorised; and

              (ii)   any statement made by a director, authorised signatory or
                     employee of any person regarding any matters which may
                     reasonably be assumed to be within his knowledge or within
                     his power to verify.

       (b)    The Royalty Agent may assume (unless it has received notice to the
              contrary in its capacity as Royalty Agent for the Royalty Holders)
              that:

              (i)    no Event of Default has occurred (unless it has actual
                     knowledge of an Event of Default arising under Clause 7.1
                     of the Common Terms Agreement); and

              (ii)   any right, power, authority or discretion vested in any
                     Royalty Holder or the Majority Royalty Holders has not been
                     exercised.

       (c)    The Royalty Agent may engage, pay for and rely on the advice or
              services of any lawyers, accountants, surveyors or other experts.

       (d)    The Royalty Agent may act in relation to the Finance Documents
              through its personnel and agents.

9.6    (a)    Unless a contrary indication appears in a Finance Document, the
              Royalty Agent shall:

              (i)    act in accordance with any instructions given to it by the
                     Majority Royalty Holders (or, if so instructed by the
                     Majority Royalty Holders, refrain from acting or exercising
                     any right, power, authority or discretion vested in it as
                     Royalty Agent); and



                                      -9-


              (ii)   not be liable for any act (or omission) if it acts (or
                     refrains from taking any action) in accordance with such an
                     instruction of the Majority Royalty Holders.

       (b)    Unless a contrary indication appears in a Finance Document, any
              instructions given by the Majority Royalty Holders will be binding
              on all the Royalty Holders.

       (c)    The Royalty Agent may refrain from acting in accordance with the
              instructions of the Majority Royalty Holders (or, if appropriate,
              the Royalty Holders) until it has received such lien, indemnity or
              other coverage as it may require for any cost, loss or liability
              (together with any associated VAT) which it may incur in complying
              with the instructions.

       (d)    In the absence of instructions from the Majority Royalty Holders,
              (or, if appropriate, the Royalty Holders) the Royalty Agent may
              act (or refrain from taking action) as it considers to be in the
              best interest of the Royalty Holders.

       (e)    The Royalty Agent is not authorised to act on behalf of a Royalty
              Holder without first obtaining that Royalty Holder's consent in
              any legal or arbitration proceedings relating to any Finance
              Document.

9.7    The Royalty Agent:

       (a)    is not responsible for the adequacy, accuracy and/or completeness
              of any information (whether oral or written) supplied by the
              Royalty Agent, WGL or any other person given in or in connection
              with any Finance Document; and

       (b)    is not responsible for the legality, validity, effectiveness,
              adequacy or enforceability of any Finance Document or any other
              agreement, arrangement or document entered into, made or executed
              in anticipation of or in connection with any Finance Document.

9.8    (a)    Without limiting paragraph (b) below, the Royalty Agent will not
              be liable for any action taken by it under or in connection with
              any Finance Document, unless directly caused by its gross
              negligence or wilful misconduct.

       (b)    No Royalty Holder may take any proceedings against any officer,
              employee or agent of the Royalty Agent in respect of any claim it
              might have against the Royalty Agent or in respect of any act or
              omission of any kind by that officer, employee or agent in
              relation to any Finance Document and any officer, employee or
              agent of the Royalty Agent may rely on this Clause. Any third
              party referred to in this paragraph (b) may enjoy the benefit of
              or enforce the terms of this paragraph in accordance with the
              provisions of the Contracts (Rights of Third Parties) Act 1999.
              However, amendments to this Agreement shall not require the
              consent of such third parties.

       (c)    The Royalty Agent will not be liable for any delay (or any related
              consequences) in crediting an account with an amount required
              under the Finance Documents to be paid by the Royalty Agent if the
              Royalty Agent has taken all necessary steps as soon as reasonably
              practicable to comply with the



                                      -10-


              regulations or operating procedures of any recognised clearing or
              settlement system used by the Royalty Agent for that purpose.

       (d)    Each Royalty Holder shall (in proportion to its Royalty
              Percentage) indemnify the Royalty Agent, within three Business
              Days of demand, against any cost, loss or liability incurred by
              the Royalty Agent (otherwise than by reason of the Royalty Agent's
              gross negligence or wilful misconduct) in acting as Royalty Agent
              under the Finance Documents (unless the Royalty Agent has been
              reimbursed by an Obligor pursuant to a Finance Document).

9.9    (a)    The Royalty Agent may resign and appoint one of its affiliates
              acting through an office in the United Kingdom as successor by
              giving notice to the Royalty Holders and WGL.

       (b)    Alternatively the Royalty Agent may resign by giving notice to the
              Royalty Holders and WGL, in which case the Majority Royalty
              Holders (after consultation with WGL) may appoint a successor
              Royalty Agent.

       (c)    If the Majority Royalty Holders have not appointed a successor
              Royalty Agent in accordance with paragraph (b) above within 30
              days after notice of resignation was given, the Royalty Agent
              (after consultation with WGL) may appoint a successor Royalty
              Agent (acting through an office in the United Kingdom).

       (d)    The retiring Royalty Agent shall, at its own cost, make available
              to the successor Royalty Agent such documents and records and
              provide such assistance as the successor Royalty Agent may
              reasonably request for the purposes of performing its functions as
              Royalty Agent under the Finance Documents.

       (e)    The Royalty Agent's resignation notice shall only take effect upon
              the appointment of a successor.

       (f)    Upon the appointment of a successor, the retiring Royalty Agent
              shall be discharged from any further obligation in respect of the
              Finance Documents but shall remain entitled to the benefit of this
              Clause 9. Its successor and each of the other Parties shall have
              the same rights and obligations amongst themselves as they would
              have had if such successor had been an original Party.

       (g)    After consultation with WGL, the Majority Royalty Holders may, by
              notice to the Royalty Agent, require it to resign in accordance
              with paragraph (b) above. In this event, the Royalty Agent shall
              resign in accordance with paragraph (b) above.

9.10   (a)    In acting as Royalty Agent for the Royalty Holders, the Royalty
              Agent shall be regarded as acting through its agency division
              which shall be treated as a separate entity from any other of its
              divisions or departments.



                                      -11-


       (b)    If information is received by another division or department of
              the Royalty Agent, it may be treated as confidential to that
              division or department and the Royalty Agent shall not be deemed
              to have notice of it.

       (c)    Notwithstanding any other provision of any Finance Document to the
              contrary, the Royalty Agent is not obliged to disclose to any
              other person:

              (i)    any confidential information; or

              (ii)   any other information if the disclosure would or might in
                     its reasonable opinion constitute a breach of any law or a
                     breach of a fiduciary duty.

9.11   The Royalty Agent may treat each Royalty Holder as a Royalty Holder,
       entitled to payments under this Agreement unless it has received not less
       than five Business Days prior notice from that Royalty Holder to the
       contrary in accordance with the terms of this Agreement.

9.12   Without affecting the responsibility of WGL for information supplied by
       it or on its behalf in connection with any Finance Document, each Royalty
       Holder confirms to the Royalty Agent that it has been, and will continue
       to be, solely responsible for making its own independent appraisal and
       investigation of all risks arising under or in connection with any
       Finance Document including but not limited to:

       (a)    the financial condition, status and nature of each member of the
              Group or any Obligor;

       (b)    the legality, validity, effectiveness, adequacy or enforceability
              of any Finance Document and any other agreement, arrangement or
              document entered into, made or executed in anticipation of, under
              or in connection with any Finance Document;

       (c)    whether that Royalty Holder has recourse, and the nature and
              extent of that recourse, against any Royalty Party or any of its
              respective assets under or in connection with any Finance
              Document, the transactions contemplated by the Finance Documents
              or any other agreement, arrangement or document entered into, made
              or executed in anticipation of, under or in connection with any
              Finance Document; and

       (d)    the adequacy, accuracy and/or completeness of any information
              provided by the Royalty Agent, any Royalty Party or by any other
              person under or in connection with any Finance Document, the
              transactions contemplated by the Finance Documents or any other
              agreement, arrangement or document entered into, made or executed
              in anticipation of, under or in connection with any Finance
              Document.

9.13   Royalty Agent's Management Time

       Any amount payable to the Royalty Agent under Clause 15.4 of the Common
       Terms Agreement and Clause 9 shall include the cost of utilising the
       Royalty Agent's management time or other resources and will be calculated
       on the basis of such



                                      -12-


       reasonable daily or hourly rates as the Royalty Agent may notify to WGL
       and the Royalty Holders.

9.14   Common Terms Agreement and the Finance Documents

       Each Royalty Holder authorises the Royalty Agent to enter into the Common
       Terms Agreement and each other Finance Documents to which the Royalty
       Agent is party as Royalty Agent for such Royalty Holder and such Royalty
       Holder agrees to abide by the terms of the Common Terms Agreement and
       such other Finance Documents.

10.    CONDUCT OF BUSINESS BY THE ROYALTY PARTIES

       No provision of this Agreement will:

       (a)    interfere with the right of any Royalty Party to arrange its
              affairs (tax or otherwise) in whatever manner it thinks fit;

       (b)    oblige any Royalty Party to investigate or claim any credit,
              relief, remission or repayment available to it or the extent,
              order and manner of any claim; or

       (c)    oblige any Royalty Party to disclose any information relating to
              its affairs (tax or otherwise) or any computations in respect of
              Tax.

11.    SHARING AMONG THE ROYALTY HOLDERS

11.1   If a Royalty Holder (a "RECOVERING ROYALTY HOLDER") receives or recovers
       any amount from WGL other than in accordance with Clause 12 and applies
       that amount to a payment due under this Agreement then:

       (a)    the Recovering Royalty Holder shall, within three Business Days,
              notify details of the receipt or recovery, to the Royalty Agent;

       (b)    the Royalty Agent shall determine whether the receipt or recovery
              is in excess of the amount the Recovering Royalty Holder would
              have been paid had the receipt or recovery been received or made
              by the Royalty Agent and distributed in accordance with Clause 12,
              without taking account of any Tax which would be imposed on the
              Royalty Agent in relation to the receipt, recovery or
              distribution; and

       (c)    the Recovering Royalty Holder shall, within three Business Days of
              demand by the Royalty Agent, pay to the Royalty Agent an amount
              (the "SHARING PAYMENT") equal to such receipt or recovery less any
              amount which the Royalty Agent determines may be retained by the
              Recovering Royalty Holder as its share of any payment to be made,
              in accordance with Clause 12.

11.2   The Royalty Agent shall treat the Sharing Payment as if it had been paid
       by WGL and distribute it between the Royalty Holders (other than the
       Recovering Royalty Holder) in accordance with Clause 12.

11.3   (a)    On a distribution by the Royalty Agent under Clause 11.2, the
              Recovering Royalty Holder will be subrogated to the rights of the
              Royalty Holders which have shared in the redistribution.



                                      -13-


       (b)    If and to the extent that the Recovering Royalty Holder is not
              able to rely on its rights under paragraph (a) above, WGL shall be
              liable to the Recovering Royalty Holder for a debt equal to the
              Sharing Payment which is immediately due and payable.

11.4   If any part of the Sharing Payment received or recovered by a Recovering
       Royalty Holder becomes repayable and is repaid by that Recovering Royalty
       Holder, then:

       (a)    each Royalty Holder which has received a share of the relevant
              Sharing Payment pursuant to Clause 11.2 shall, upon request of the
              Royalty Agent, pay to the Royalty Agent for the account of that
              Recovering Royalty Holder an amount equal to its share of the
              Sharing Payment (together with an amount as is necessary to
              reimburse that Recovering Royalty Holder for its proportion of any
              interest on the Sharing Payment which that Recovering Royalty
              Holder is required to pay); and

       (b)    that Recovering Royalty Holder's rights of subrogation in respect
              of any reimbursement shall be cancelled and WGL will be liable to
              the reimbursing Royalty Holder for the amount so reimbursed.

11.5   (a)    This Clause 11 shall not apply to the extent that the Recovering
              Royalty Holder would not, after making any payment pursuant to
              this Clause, have a valid and enforceable claim against WGL.

       (b)    A Recovering Royalty Holder is not obliged to share with any other
              Royalty Holder any amount which the Recovering Holder has received
              or recovered as a result of taking legal or arbitration
              proceedings, if:

              (i)    it notified the other Royalty Holders of the legal or
                     arbitration proceedings; and

              (ii)   the other Royalty Holder had an opportunity to participate
                     in those legal or arbitration proceedings but did not do so
                     as soon as reasonably practicable having received notice or
                     did not take separate legal or arbitration proceedings.

12.    PAYMENT MECHANICS

12.1   (a)    On each date on which WGL is required to make a payment under this
              Agreement WGL shall make the same available to the Royalty Agent
              (unless a contrary indication appears in this Agreement) for value
              on the due date at the time and in such funds specified by the
              Royalty Agent as being customary at the time for settlement of
              transactions in the relevant currency in the place of payment.

       (b)    Payment shall be made to such account in the principal financial
              centre of the country of that currency with such bank as the
              Royalty Agent specifies.

12.2   Each payment received by the Royalty Agent under this Agreement for
       another Party shall, subject to Clause 12.3 be made available by the
       Royalty Agent as soon as practicable after receipt to the Royalty Parties
       entitled to receive payment in



                                      -14-


       accordance with this Agreement to such account as that Royalty Party may
       notify to the Royalty Agent by not less than five Business Days' notice
       with a bank in the principal financial centre of the country of that
       currency. Except to the extent otherwise set forth in this Agreement,
       payment in respect of the Gold Royalty made to the Royalty Agent pursuant
       to this Clause 12 shall be distributed to the Royalty Holders in
       proportion to their respective Royalty Percentage in the Gold Royalty as
       in effect from time to time.

12.3   (a)    Where a sum is to be paid to the Royalty Agent under the Finance
              Documents for another Royalty Party, the Royalty Agent is not
              obliged to pay that sum to that other Royalty Party (or to enter
              into or perform any related exchange contract) until it has been
              able to establish to its satisfaction that it has actually
              received that sum.

       (b)    If the Royalty Agent pays an amount to another Royalty Party and
              it proves to be the case that the Royalty Agent had not actually
              received that amount, then the Royalty Party to whom that amount
              (or the proceeds of any related exchange contract) was paid by the
              Royalty Agent shall on demand refund the same to the Royalty Agent
              together with interest on that amount from the date of payment to
              the date of receipt by the Royalty Agent, calculated by the
              Royalty Agent to reflect its cost of funds.

12.4   (a)    If the Royalty Agent receives a payment that is insufficient to
              discharge all the amounts then due and payable by WGL under this
              Agreement, the Royalty Agent shall apply that payment towards the
              obligations of WGL under this Agreement in the following order:

              (i)    first, in or towards payment pro rata of any unpaid fees,
                     costs and expenses of the Royalty Agent under the Finance
                     Documents;

              (ii)   secondly, in or towards payment pro rata of the Gold
                     Royalty due but unpaid under this Agreement; and

              (iii)  thirdly, in or towards payment pro rata of any other sum
                     due but unpaid under the Finance Documents.

       (b)    The Royalty Agent shall, if so directed by the Majority Royalty
              Holders, vary the order set out in paragraphs (a)(ii) and (iii)
              above.

       (c)    Paragraphs (a) and (b) above will override any appropriation made
              by WGL.

13.    AMENDMENTS AND WAIVERS

13.1   (a)    Subject to Clause 13.2 any term of this Agreement may be amended
              or waived only with the consent of the Majority Royalty Holders
              and WGL and any such amendment or waiver will be binding on all
              parties to this Agreement.

       (b)    The Royalty Agent may effect, on behalf of any Royalty Holder, any
              amendment or waiver permitted by this Clause.

13.2   Exceptions



                                      -15-


       (a)    An amendment or waiver that has the effect of changing or which
              relates to:

              (i)    the definition of "Majority Royalty Holders" in Clause 1.1;

              (ii)   an extension to the date of payment of, or any amendment to
                     the method of calculation of, the Gold Royalty; or

              (iii)  any provision which expressly requires the consent of all
                     the Royalty Parties;

              shall not be made without the prior consent of all the Royalty
              Holders.

       (b)    An amendment or waiver which relates to the rights or obligations
              of the Royalty Agent may not be effected without the consent of
              the Royalty Agent.

14.    WAIVER

       No waiver by any Party of any provision of or right, remedy or power of
       that Party under this Agreement shall be effective unless it is in
       writing signed by a director or senior officer of that Party and such
       waiver shall be effective only in the specific instance and for the
       specific purposes for which it was given and no failure or delay by any
       Party to exercise any right, remedy or power under this Agreement or to
       insist on strict compliance by any other Party with any obligation under
       this Agreement, and no custom or practice of the parties at variance with
       the terms of this Agreement shall act as a waiver of any Party's rights
       hereunder.

15.    COUNTERPARTS

       This Agreement may be signed in any number of counterparts and all
       counterparts taken together shall be deemed to constitute one instrument.

16.    SUCCESSORS AND ASSIGNS

       This Agreement shall be binding upon and inure to the benefit of the
       Parties and their respective successors and permitted assigns and each
       Party shall, at its own expense, execute and cause its successors and
       permitted assigns to execute any instrument and do everything necessary
       to bind its successors and permitted assigns to this Agreement; provided,
       however, that WGL may not assign or otherwise transfer any of its
       obligations hereunder without the prior written consent of each Royalty
       Party.

17.    GOVERNING LAW

       This Agreement shall be governed by and construed in accordance with the
       laws in force in England.

18.    JURISDICTION

       Each Party irrevocably and unconditionally:

       (a)    submits to the exclusive jurisdiction of the courts of England;



                                      -16-


       (b)    waives any objection it may now or in the future have to the
              bringing of proceedings in those courts and any claim that any
              proceedings have been brought in an inconvenient forum; and

       (c)    agrees, without preventing any other mode of service permitted by
              law, that any document required to be served in any proceedings
              may be served in the manner in which notices and other written
              communications may be given under the Common Terms Agreement.

19.    INVALIDITY

       Any provision of this Agreement which is or becomes prohibited or
       unenforceable in any jurisdiction shall, as to such jurisdiction, be
       ineffective to the extent thereof without invalidating any other
       provision of this Agreement, and any such prohibition or unenforceability
       shall not invalidate such provision in any other jurisdiction.

20.    CAPACITY OF ROYALTY PARTIES

       For all purposes of this Agreement and the other Finance Documents each
       of the Royalty Agent and the Royalty Holders are party to this Agreement
       solely in such capacity and not, for the avoidance of doubt, in any other
       capacity.



                                      -17-


Signed by                                )
a duly authorised representative of      )
and for and on behalf of                 )
WEXFORD GOLDFIELDS LIMITED               )



                                      S-1


EXECUTED as a deed for and on behalf of  )
BAYERISCHE HYPO-UND                      )
VEREINSBANK AG, as a Royalty Holder      )
                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                      S-2


EXECUTED as a deed for and on behalf of  )
DRESDNER BANK AG LONDON                  )
BRANCH, as a Royalty Holder              )
                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                      S-3


EXECUTED as a deed for and on behalf of  )
FORTIS BANK (NEDERLAND) N.V., as         )
a Royalty Holder
                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                      S-4


EXECUTED as a deed for and on behalf of  )
STANDARD BANK LONDON                     )
LIMITED, as a Royalty Holder
                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                      S-5


EXECUTED as a deed for and on behalf of  )
STANDARD BANK LONDON                     )
LIMITED, as the Royalty Agent
                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                              ----------------------------------
                                              Signature

                                              ----------------------------------
                                              Name Printed

                                              ----------------------------------
                                              Title



                                      S-6


                                   SCHEDULE 1


                             INITIAL ROYALTY HOLDERS

Name                                              Initial Royalty Percentage
- ----                                              --------------------------

Bayerische Hypo-und Vereinsbank AG                        27.272725%

Dresdner Bank AG London Branch                            36.363625%

Fortis Bank (Nederland) N.V.                              18.181825%

Standard Bank London Limited                              18.181825%



                                      SS-1