EXECUTION COPY
Dated 22 June, 2001
RANDGOLD RESOURCES LIMITED
and
N M ROTHSCHILD & SONS LIMITED
as the Security Trustee
____________________________________
DEED OF AMENDMENT
____________________________________
XXXXX
XXXXX
& XXXXX
Bucklersbury House
0 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Telephone: 000 0000 0000
Fax: 000 0000 0000
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) RANDGOLD RESOURCES LIMITED, a company organised and existing under the
laws of Jersey (the "COMPANY"); and
(2) N M ROTHSCHILD & SONS LIMITED, a company organised and existing under the
laws of England whose registered office is Xxx Xxxxx, Xx. Xxxxxxx'x Xxxx,
Xxxxxx XX0X 0XX 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. AMENDMENT TO THE DEBENTURE
The Debenture is hereby amended by adding the words "or Morila Holdings"
after the word "Company" in the first line of the definition of the term
"Liabilities".
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 )
deed by RANDGOLD RESOURCES )
LIMITED /s/ Xxxxxx Xxxx Xxxxxxx
_______________________
Signature
XXXXXX XXXX XXXXXXX
_______________________
Name Printed
Director
_______________________
/s/ Xxxxx Xxxxxxxx
_______________________
Signature
XXXXX XXXXXXXX
_______________________
Name Printed
Director
_______________________
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THE SECURITY TRUSTEE
EXECUTED and DELIVERED as a )
deed per pro N M ROTHSCHILD & )
SONS LIMITED
/s/ Xxxxx Xxxxx
_______________________
Signature
_______________________
Name Printed Xxxxx Xxxxx
Director
_______________________
/s/ XXXX X. XXXXXX
_______________________
Signature
Xxxx X. Xxxxxx
_______________________
Name Printed
Company Secretary
Director
_______________________
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