EXECUTION COPY
Dated 22 June, 2001
SOCIETE DES MINES DE MORILA S.A.
and
N M ROTHSCHILD & SONS LIMITED
as the Security Trustee
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DEED OF AMENDMENT
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& ▇▇▇▇▇
Bucklersbury House
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▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Reference: 99514374
TABLE OF CONTENTS
CLAUSE PAGE
1. INTERPRETATION.................................................. 1
2. AMENDMENT TO THE DEBENTURE...................................... 1
3. RATIFICATION.................................................... 1
4. COUNTERPARTS.................................................... 1
5. GOVERNING LAW................................................... 2
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THIS DEED OF AMENDMENT is made on 22 June, 2001 between:
(1) SOCIETE DES MINES DE MORILA S.A., a company (societe anonyme) organised
and existing under the laws of the Republic of Mali (the "COMPANY");
and
(2) N M ROTHSCHILD & SONS LIMITED, a company organised and existing under
the laws of England whose registered office is ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇'▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ in its capacity as the Agent and the Security
Trustee for the Lender Parties (in such capacity, the "SECURITY
TRUSTEE", which expression shall include any person for the time being
appointed as trustee or as an additional trustee for the purpose of, and
in accordance with, this Deed of Amendment).
WHEREAS:
The Company and the Security Trustee have entered into a Debenture, dated
February 24, 2000 (the "DEBENTURE"), pursuant to which, subject to the terms
and conditions set forth therein, the Company charged certain assets in favour
of the Security Trustee as continuing security for the payment of the
Liabilities (as defined in the Debenture) and the Company and the Security
Trustee now wish to amend certain of the provisions of the Debenture.
NOW THIS DEED OF AMENDMENT WITNESSES as follows:
1. INTERPRETATION
Unless otherwise defined herein or the context otherwise requires, terms
used in this Deed of Amendment, including its preamble and recitals, have
the meanings provided in the Debenture.
2. AMENDMENTS TO THE DEBENTURE
The Debenture is hereby amended by:
2.1 deleting the word "and" after the word "(Mali),", in the penultimate
line of the definition of the term "Assigned Agreement(s)" and adding
the phrase "and the Operating Agreement" after the word "(Offshore)"
in the final line of such definition; and
2.2 deleting the word "or" after the word "Borrower" in the definition of
the term "Liabilities" and replacing it with a comma, and adding the
words "or Morila Holdings" after the word "RRL" in the first line
thereof.
3. RATIFICATION
Except as specifically amended hereby, the Debenture shall remain in full
force and effect and is hereby ratified, approved and confirmed in all
respects. All references to the Debenture in any document, instrument,
agreement or writing shall hereafter be deemed to refer to the Debenture
as amended hereby.
4. COUNTERPARTS
This Deed of Amendment 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.
5. GOVERNING LAW
This Deed of Amendment and all matters and disputes relating hereto shall
be governed by and construed in accordance with English law.
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IN WITNESS whereof this Deed of Amendment has been duly executed and delivered
as a deed the day and year first before written.
THE COMPANY
EXECUTED and DELIVERED as a ) /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
deed by SOCIETE DES MINES DE ) ______________________________________
MORILA S.A. Signature
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______________________________________
Name Printed
Director
______________________________________
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
______________________________________
Signature
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______________________________________
Name Printed
Director
______________________________________
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THE SECURITY TRUSTEE
EXECUTED and DELIVERED as a ) /s/ C ▇▇▇▇▇▇▇
deed per pro N M ROTHSCHILD & ) ______________________________________
SONS LIMITED Signature
C ▇▇▇▇▇▇▇
______________________________________
Name Printed
Director
______________________________________
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
______________________________________
Signature
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______________________________________
Name Printed
ASSISTANT SECRETARY
______________________________________
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