EXECUTION COPY
Dated 25 September, 2001
RANDGOLD RESOURCES LIMITED
as the Chargor
and
N M ROTHSCHILD & SONS LIMITED
as the Security Trustee
_____________________________
DEED OF RELEASE
_____________________________
XXXXX
XXXXX
& XXXXX
Bucklersbury House
0 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Telephone: 000 0000 0000
Fax: 000 0000 0000
Reference: 99514374
THIS DEED OF RELEASE is dated 25 September, 2001 between:
(1) RANDGOLD RESOURCES LIMITED, a company organised and existing under the
laws of Jersey (the "CHARGOR"); and
(2) N M ROTHSCHILD & SONS LIMITED, a bank organised and existing under the
laws of England (the "SECURITY TRUSTEE").
WHEREAS:
(A) By a Debenture, dated 24 February 2000, between the Chargor and the
Security Trustee (the "DEBENTURE"), the Chargor charged all of the
Charged Shares (as such term is defined in the Debenture) owned by it
and certain other assets to the Security Trustee to secure the payment
and discharge of all monies, obligations and liabilities thereby
covenanted to be paid (the "LIABILITIES");
(B) In consideration of Mining Investment Jersey Limited, a wholly owned
subsidiary of the Chargor and a company organised and existing under
the laws of Jersey ("MIJL"), agreeing to enter into a new deed of
charge in respect of the Charged Shares, the Security Trustee has
agreed to release the Charged Shares owned by the Chargor from the
security constituted by the Debenture.
IT IS AGREED as follows:
1. RELEASE
In consideration of MIJL agreeing to enter into a new deed of charge in
respect of the Charged Shares, the Security Trustee hereby
unconditionally and irrevocably releases and forever discharges (but
without representation, warranty or recourse by or to the Security
Trustee whatsoever) the Charged Shares from the charges created by the
Chargor pursuant to the Debenture.
2. FULL FORCE AND EFFECT
Save as provided in the preceding provisions of Clause 1, all
provisions of the Debenture shall remain in full force and effect and
binding on the parties thereto insofar as the same are in force and
effect and binding on the parties thereto immediately prior to the date
of this Deed of Release (this "DEED").
3. INDEMNITY
In consideration of the execution and delivery of this Deed by the
Security Trustee, the Chargor hereby indemnifies and holds the Security
Trustee free and harmless from and against any and all costs and
expenses (including reasonable fees and expenses of legal advisers on a
full indemnity basis), incurred by the Security Trustee as a result of,
or arising out of, or relating to the entering into and performance of
this Deed by or on behalf of the Security Trustee.
4. FURTHER ASSURANCE
Each of the parties hereto hereby undertakes with the others that it
will do all such acts and things and execute all such deeds and
documents as may be reasonably
necessary to carry into effect or to give legal effect to the
provisions of this Deed and the discharges and other matters hereby
contemplated.
5. COUNTERPARTS
This Deed may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument.
6. LAW AND JURISDICTION
This Deed shall be governed and construed in all respects in accordance
with the laws of England and Wales and the parties hereto hereby
irrevocably submit to the non-exclusive jurisdiction of the courts of
England in respect of this Deed.
EXECUTED as a DEED by N M )
ROTHSCHILD & SONS LIMITED, as ) _________________________________
Security Trustee by: ) By
/s/ X. Xxxxxxx
_________________________________
Name Printed X. XXXXXXX
_________________________________
Title Director
_________________________________
By
/s/ Xxxx X. Xxxxxx
_________________________________
Name Printed Xxxx X. Xxxxxx
_________________________________
Title Secretary
IN WITNESS WHEREOF the parties hereto have executed this document as a deed the
day and year first before written
EXECUTED as a DEED by ) /s/ Xxxxxx Xxxx Xxxxxxx
RANDGOLD RESOURCES LIMITED ) _________________________________
as Chargor by: ) By
XXXXXX XXXX XXXXXXX
_________________________________
Name Printed
DIRECTOR
_________________________________
Title
/s/ Xxxxx Xxxxxxxx
_________________________________
By
XXXXX XXXXXXXX
_________________________________
Name Printed
DIRECTOR
_________________________________
Title