AGREEMENT
made and entered into by and between:
SOCIETE DES MINES DE MORILA S.A.
Registration No. 15430
(hereinafter referred to as "MORILA S.A.")
represented herein by XXXXX XXXXXXXX
in his capacity as a Director of Morila S.A., he being duly
authorised thereto
and
RANDGOLD RESOURCES LIMITED
Registration No. 62686
(hereinafter referred to as "RRL")
represented herein by XXXXX XXXXXXXX
in his capacity as a Director of RRL, he being duly authorised thereto
and
RANDGOLD RESOURCES (MORILA) LIMITED
Registration No. 74837
represented herein by XXXXX XXXXXXXX
in his capacity as a Director of RANDGOLD RESOURCES (MORILA) LIMITED,
he being duly authorised thereto
WHEREAS:
A. Morila S.A. wishes to borrow certain sums of money in order to fund its
Morila project in Mali prior to the conclusion of the main project
financing being arranged by N.M. Rothschild & Sons Limited and Standard
Bank London Limited; and
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RRL has indicated that it is willing to lend the relevant amounts to
Morila S.A. subject to the terms and conditions contained below.
B. RRL has spent certain amounts on the exploration, feasibility studies and
pre-development of the Morila gold project prior to the incorporation of
Morila S A. and wishes to have these expenditures recorded as a loan to
Morila S.A. and the basis on which the loan will attract interest and be
repaid.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
1.1 In this agreement, unless inconsistent with the context:
1.1.1 "Morila S.A." means Societe Des Mines De Morila S.A., a company
incorporated under the laws of the Republic of Mali;
1.1.2 "the Loan" means the loan described in 2.2. below;
1.1.3 "the Morila project" means the mining project of this name which
belongs to Morila S.A. in Mali, West Africa;
1.1.4 "LIBO rate" means the quoted 3 months London Interbank offered rate
of interest for deposits denominated in US Dollars;
1.1.5 "RRL" means Randgold Resources Limited, a company incorporated under
the laws of Jersey, Channel Islands;
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1.1.6 "Shareholder's Loan" means the amounts incurred by RRL as set out in
7 below.
1.2 The headings to the clauses contained in this agreement are for reference
purposes only and shall not be used in connection with the interpretation
thereof.
2. THE LOAN
2.1 RRL hereby agrees to lend to Morila S.A., which hereby agrees to
borrow, the Loan, subject to the terms and conditions contained in
this agreement.
2.2 The Loan shall be payable to Morila S.A. in United States Dollars
and shall be a total of up to US $50 million (fifty million United
States Dollars).
2.3 RRL undertakes to pay the Loan in tranches to fund the requirements
of Morila S.A. commencing from 23 August 1999 within 24 hours of
receipt of written advice from Morila S.A. of the relevant
requirements, up to a total of fifty million United States Dollars.
2.4 Morila S.A. undertakes and agrees to use the Loan only for the
purpose of funding the Morila project.
2.5 The parties hereto agree and acknowledge that the Loan, all
repayments of the Loan and all payments of interest on the Loan are
subject to the terms and conditions of (a) the Loan Agreement dated
on or about 21 December 1999, among Morila S.A., as the Borrower,
RRL, Randgold & Exploration Company limited and Randgold Resources
(Morila) Limited, as the Completion Guarantors, various
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banks and financial institutions, as the Lenders, N M Rothschild &
Sons Limited and Standard Bank London Limited, as the Arrangers,
Bayerische Hypo-und Vereinsbank AG, Mees Pierson NV and Societe
Generale, as the Co-Arrangers, and N M Rothschild & Sons Limited, as
the Agent for the Lenders (the "Loan Agreement") and (b) the
Subordination Agreement (as defined in the Loan Agreement).
3. REPAYMENT
Subject to the terms of the Loan Agreement and the Subordination
Agreement (as defined in the Loan Agreement), Morila S.A. agrees to repay
the Loan together with interest to RRL in United States Dollars in
Jersey, Channel Islands.
4. INTEREST
4.1 Subject to the terms of the Loan Agreement and the Subordination
Agreement (as defined in the Loan Agreement), interest on the daily
balance of the Loan, calculated from the date of advance at a rate
equal to 2 (two) percentage points above the LIBO rate, shall be
payable by Morila S.A. to RRL monthly in arrears on or before the
first day of each calendar month, commencing with the first calendar
month subsequent to the date of advance of the Loan or portion
thereof. Interest so charged shall be debited on the last day of
each calendar month.
4.2 If interest is not paid when it is due, such unpaid interest shall
thereupon form part of the total amount owing by Morila S.A. to RRL
in terms of this agreement and shall bear interest as specified in
this agreement.
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5. CERTIFICATE OF INDEBTEDNESS
A certificate signed by any Director of RRL (whose appointment need not
be proved) as to the amount owing by Morila S.A. to RRL at any time, the
fact that such amount is due and payable, the rate of interest payable
and the date from which such interest is calculated, shall be binding on
Morila S.A. and shall be prima facie proof of the facts stated therein.
6. DEFAULT
Subject to the terms of the Loan Agreement and the Subordination
Agreement (as defined in the Loan Agreement), should Morila S.A. fail to
repay the Loan, and all interest required in terms of this agreement or
any part thereof, then the parties hereby agree that any indebtedness of
Morila S.A. to RRL as at the aforesaid date shall remain as a Loan from
RRL to Morila S.A. bearing interest as provided in terms of 4 hereof and
shall be repaid by Morila S.A. to RRL from the future cash flows of
Morila S.A. as and when available and as permitted by the terms of the
Loan Agreement and the Subordination Agreement (as defined in the Loan
Agreement).
7. SHAREHOLDER'S LOAN
7.1 Up to 31 January 1999, the date to which the feasibility study for
the Morila gold project was drawn up, RRL incurred a total amount of
US $4 750 000 (four million seven hundred and fifty thousand United
States Dollars) on direct exploration and feasibility study costs
on the Morila gold project.
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7.2 In addition to the direct expenditure set out in 7.1 above RRL
incurred a total amount of US $5 735 000 (five million seven hundred
and thirty five thousand United States Dollars) in indirect
exploration and feasibility study costs and in pre-development work
at the Morila gold project site up to 30 June 1999.
7.3 The total amount of expenditure as set out in 7.1 and 7.2 above
prior to the commencement of the construction of the mine and
associated facilities at the Morila gold project was US $ 10 485 000
(ten million four hundred and eighty five thousand United States
Dollars).
7.4 Morila S.A. undertakes to capitalise the amount set out in 7.3 above
in its accounting records as a Shareholder's Loan from RRL.
7.5 The Shareholder's Loan in 7.4 above will bear interest at the rate
set out in 4 above, commencing from 1 July 1999.
7.6 Repayment of the Shareholder's Loan will be made by Morila S.A. to
RRL from available cash flows from Morila S.A.'s operations after
taking account of any portion of the Shareholder's Loan to be
utilised for any increase in the share capital of Morila S.A. to be
contributed by RRL or Randgold Resources (Morila) Limited.
7.7 The parties acknowledge and agree, that the Shareholder's Loan and
repayments of the Shareholder's Loan and interest on the
Shareholder's Loan are subject to the Loan Agreement and the
Subordination Agreement (as defined in the Loan Agreement).
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8. NOTICES
The parties choose the following addresses as their respective domicilia
citandi et executandi for all purposes in terms of this agreement:
8.1 Morila S.A. : Hippodrome
Avenue AL Qoods,
Bamako
MALI
8.2 RRL and : La Motte Xxxxxxxx
RANDGOLD La Motte Street
RESOURCES St. Helier
(MORILA) Jersey
LIMITED CHANNEL ISLANDS
9. JURISDICTION
This agreement shall be governed by Jersey law.
10. DISPUTE RESOLUTION
Any dispute arising out of this agreement may be referred by either party
for determination to the external auditors of RRL, in which event the
said auditors shall act as experts and not as arbitrators and their
decision shall be final and binding on the parties.
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11. GENERAL
This document contains the entire agreement between the parties and no
variation, amendment or alteration to this agreement shall be of any
force or effect unless reduced to writing and signed by the parties.
SIGNED AT Johannesburg on the 21 day of DECEMBER 1999 in the presence of
the undersigned witnesses.
AS WITNESSES: For and on behalf of:
SOCIETE DES MINES DE MORILA S.A.
1. /s/ [ILLEGIBLE]
__________________________
2. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
__________________________ _____________________________
AUTHORITY WARRANTED
SIGNED AT Johannesburg on the 21 day of DECEMBER 1999 in the presence of
the undersigned witnesses.
AS WITNESSES: For and on behalf of:
RANDGOLD RESOURCES LIMITED
1. /s/ [ILLEGIBLE]
__________________________
2. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
__________________________ _____________________________
AUTHORITY WARRANTED
SIGNED AT Johannesburg on the 21 day of DECEMBER 1999 in the presence of
the undersigned witnesses.
AS WITNESSES: FOR AND ON BEHALF OF:
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RANDGOLD RESOURCES (MORILA)
LIMITED
1. /s/ [ILLEGIBLE]
__________________________
2. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
__________________________ ___________________________
AUTHORITY WARRANTED
