ST BARBARA LIMITED — Major Shareholding Notification 2003

Jul 9, 2003

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme St Barbara Mines Limited

ACN/ARSN ACN 009 165 066

1. Details of substantial holder (1) Name Resource Capital Fund II L.P. ACN/ARSN (if applicable) n/a

The holder became a substantial holder on $8/7/2003$

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities --------	Person's votes (5)	Voting power (6)
Common shares	34,057,084	34,057,084	7.89%

3. Details of relevant Interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Resource Capital Fund II L.P.	Legal & beneficial owner	34,057,084 Ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Resource Capital Fund II	Resource Capital Fund II	Resource Capital Fund II	34,057,084
L.P.	L.P.	L.P.	Ordinary shares
Resource Capital Fund II	Resource Capital Fund II	Resource Capital Fund II	38,607,563
L.P.	L.P.	∟.P.	options

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Resource Capital Fund II L.P.	8 July 2003		\$595,068,49	15,910,922 Ordinary shares
Resource Capital Fund II L.P	8 July 2003		n/e	26,776,931 options

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
n/a

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Resource Capital Fund II L.P.	1400 Sixteenth Street, Suite 200 Denver CO 80202 USA
Signature		capacity	Horven
	print name Masar Wills	date	10, 7.03
	DIRECTIONS
	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are assentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of mombers is clearly set out in paragraph 7 of the form.
	See the definition of "associate" in section 9 of the Corporations Act 2001.
	See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.
	The voting shares of a company constitute one class unless divided into separate classes.
or an associate has a relevent interest in.	The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person
	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
Include details of:
ω	any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contrect, scheme or arrangement; and
(n) qualification applies).	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposa) of the securities to which the relevant interest relates (indicating clearly the particular securities to which the
write unknown'.	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. If the substantial holder is unable to datarmine the identity of the person (eg. if the relevant interest arises bacause of an option)
	Datails of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is المتفوود ومواقع والمترافي المتلافي والمستقر والمستقل المستور المستقل المستور المستقل المستقل والمستقل والمستقل المستقل المنافسين والمستقل المستقل والمستقل والمستقل والمستقل والمستقل والمستقل والمستقل والمستقل والمستقل وا

FACILITY AGREEMENT

$\sim 200$

$\frac{1}{2}$

St Barbara Mines Limited Silkwest Holdings Pty Ltd St Barbara Pastoral Co Pty Ltd

and

Resource Capital Fund II L.P.

Level 1 88 Colin Street West Perth 6005
Tet: 08 9327 0800 Fax: 08 9327 0888
Ref: paw/1646

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TABLE OF CONTENTS

1		Definitions and interpretation	1
	1.1	Definitions	1
	$\frac{1.2}{1.3}$	Interpretation	8 9
		Obligations joint and several
$\overline{2}$		Facilities, purpose and availability	10
		Facilities	10 10
		Purpose Cancellation during Availability Period	10
	$\frac{2.1}{2.2}$ $\frac{2.3}{2.3}$	Cancellation at end of Availability Period	10
$\overline{\mathbf{3}}$		Conditions precedent	10
	3.1	First utilisation of a Facility	10
		Limitation on initial Funding Portion	11 12
		Conditions precedent to each utilisation of a Facility Certified copies	12
	$\frac{3.2}{3.3}$ $\frac{3.3}{3.4}$ $\frac{3.4}{3.5}$	Waiver	12
4		Funding procedures	12
	4.1	Delivery of Funding Notice	12
	$\frac{4.2}{4.3}$	Content of Funding Notices Provision of Funding Portions	13 13
5		Interest, repayment and prepayment	13
	$\frac{5.1}{5.2}$	Payment of interest Repayment of Debt Facilities Generally	13 14
	5.3	Prepayment	14
6		Payments	14
	6.1	Manner of payment	14
	6.2	Appropriation of payments	14
	6.3 6.4	Payments to be made without set-off or deduction Amounts payable on demand	15 15 1
		Representations	15
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	$\frac{7.1}{7.2}$ $\frac{7.2}{1.3}$	Representations - General Representations - Controlled Projects	15 17
		Survival and repetition	18
	$\frac{1}{7.4}$	Reliance	18
8		Undertakings	18
	8.1 8.2	Terms of covenants Undertakings - Controlled Projects	18
	$\frac{8.3}{4}$	General undertakings	18 20
	8.4	Information and reports	23
	$8.\overline{5}$	Notices	23.
	Facility Agreement Doc id 3612 - 24.12.01		page l

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Final

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$\overline{2}$	Default	24
	Default 9.1	24 26
	9.2 Effect of Default 9.3 Borrower to continue to perform	27
	Enforcement 9.4	27
10	Illegality and increased costs	28
	10.1 Illegality	28
	Increased costs 10.2	28
11	Indemnities	29
	11.1 General indemnity	29
	Foreign currency indemnity 11.2	29 30
	11.3 Conversion of currencies Continuing indemnities and evidence of loss 11.4	30
	11.5 GST indemnity	30
12 2	Fees, tax, costs and expenses	31
	12.1 Up front fee	31
	12.2 Standby fee	31
	12.3 Tax 12.4 Costs and expenses	32 32
13	Interest on overdue amounts	32
	13.1 Payment of interest 13.2 Accrual of interest	32
	13.3 Rate of interest	33 33
14	Assignment	33
	14.1 Assignment by Transaction Party 14.2 Assignment by the Lender	33 33
	14.3 Participation permitted	33
	14.4 Lending Office	33
	14.5 No increase in cost	34
15	Saving provisions	34
	15.1 No merger of security	34
	15.2 Exclusion of moratorium 15.3	34
	Powers 15.4 Consents	34 34
	15.5 Principal obligations	35
	15.6 Non-avoidance	35
	15.7 Set-off authorised 15.8 Certificates of Lender	35
	15.9 No reliance or risk assumption	35 36
	15.10 Attorney	36
	15.11 Opinion of the Lender	36

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16	General	37
	Confidential information 16.1	37
	Performance by the Lender of obligations 16.2	37
	Transaction Party to bear cost 16.3	37
	16.4 Notices	38
	16.5 Governing law and jurisdiction	38
	16.6 Prohibition and enforceability	39
	16.7 Waiver and variation	39
	16.8 Further Security	39
	16.9 Attorneys	39
	16.10 Counterparts	39
17	Provisions relating to St Barbara Securities	39
	Issue of St Barbara Shares in lieu of certain cash payments 17.1	39
	17.2 St Barbara Options	41
	17.3 Exercise of St Barbara Options	41
	17.4 General Provisions relating to St Barbara Options	42
	17.5 St Barbara Options not to be listed	42

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December 2001 between: made on

• 1. St Barbara Mines Limited ABN 36 009 165 066 (Borrower)
• 1. Silkwest Holdings Pty Ltd ABN 43 067 834 235 and St Barbara Pastoral Co. Pty Ltd ABN 35 067 716 312 (Guarantors)
• $\overline{\mathbf{3}}$ . Resource Capital Fund II L.P. (Lender)

Introduction

The Lender has agreed at the request of the Borrower and the Guarantors to make available a credit facility to the Borrower on the terms and conditions contained in this agreement.

1 Definitions and interpretation

$1.1$ Definitions

In this agreement, unless the contrary intention appears:

ASX means Australian Stock Exchange Limited.

ASX Listing Rules means the Official Listing Rules of ASX.

Australian Dollars, AUD and A\$ means the currency of the Commonwealth of Australia.

Authorisation includes any consent, registration, filing, agreement, certificate, licence, approval, permit, authority or exemption from, by or with a Governmental Agency.

Availability Period means, subject to clause 3.2, the period commencing from the CP Satisfaction Date and ending on the earlier of:

• $(a)$ the date that occurs 3 months prior to the Repayment Date; or
• $(b)$ the date on which the Commitment is cancelled in full.

Bill means a bill of exchange as defined in the Bills of Exchange Act 1909 (Cth).

Business Day means a day on which banks are open for general banking business in Perth, Sydney, New York and Denver, excluding Saturdays, Sundays and public holidays.

Commitment means the maximum amount agreed to be provided by the Lender under the Facility, being an amount of A\$20,000,000 as reduced in accordance with the provisions of this agreement, or another amount agreed between the Lender and the Borrower.

Collateral Security means any present or future Encumbrance, Surety Obligation or other document entered into by the Borrower or another Transaction Party as security for the payment of the Secured Moneys.

Contested Tax means a Tax payable by a Transaction Party where the Transaction Party:

• in good faith and in accordance with proper procedures, is contesting its $(a)$ liability to pay that Tax and is not required by applicable law to pay that Tax before contesting its liability to pay that Tax; and
• $(b)$ has satisfied the Lender that it has set aside sufficient reserves of liquid assets to pay that Tax and any fine, penalty or interest payable if the contest is unsuccessful.

Controlled Project means:

• each Existing Project; $\left( a\right)$
• a gold or other mineral project in which the Borrower or another Group $(b)$ Member beneficially owns a majority interest; and
• a gold or other mineral project undertaken by a company in which the $(c)$ Borrower or another Group Member has the power to control the composition of the board of directors of that company.

Corporations Act means the Corporations Act 2001 (Cth).

CP Satisfaction Date means the date of satisfaction (or waiver by the Lender) of the donditions precedent described in clause 3.1.

Default means the occurrence of an event of default described in clause 9.1.

Encumbrance means an interest or power:

• $\left( a\right)$ reserved in or over an interest in any asset including, but not limited to, any retention of title; or
• $(b)$ created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any agreement to grant or create any of the above.

Excluded Documents is defined in clause $3.2(a)$ .

Existing Project means the gold projects being undertaken by the Borrower at Meekatharra and by Taipan Resources NL, a Subsidiary of the Borrower at, or known as, Paulsens.

Facility means the facility to be provided under clause 2.1.

Financial Indebtedness means any debt or other monetary liability in respect of moneys borrowed or raised or financial accommodation including, but not limited to, under or in respect of any:

• Bill, bond, debenture, note, letter of credit, bank guarantee or similar $(a)$ instrument;
• $(b)$ acceptance, endorsement or discounting arrangement;

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• $(c)$ Surety Obligation:
• $(d)$ finance lease;
• deferred purchase price for more than 90 days of any asset or service; (e)
• obligation to deliver goods or provide services paid for in advance by any $\Phi$ financier or in relation to another financing transaction;
• $(g)$ trade creditors; or
• amount of capital and premium payable in connection with the $(h)$ redemption of preference shares or an amount of purchase price payable for or in connection with the acquisition of redeemable preference shares,

and irrespective of whether the debt or liability:

• $(i)$ is present or future;
• $\left( j\right)$ is actual, prospective, contingent or otherwise;
• is at any time ascertained or unascertained; $\langle k \rangle$
• is owed or incurred alone or severally or jointly or both with another $\Omega$ person; or
• $(m)$ is a combination of the above.

Findncial Statements means:

• $(a)$ a profit and loss statement:
• $(b)$ a balance sheet; and
• $(c)$ a statement of cash flows.

together with any notes to those documents and a directors' declaration as required under the Corporations Act, and any other information necessary to give a true and fair view.

Force Majeure Event means:

• $(a)$ an act of God;
• $(b)$ war, revolution, or any other unlawful act against public order or authority;
• $(c)$ a restraint by a Governmental Agency; and
• $\rm(d)$ any other event which a reasonable person could not foresee or reasonably make provision for or insure against.

which wholly or partially prevents, hinders, obstructs, delays or interferes with the development or operation of a Project or the sale of gold therefrom.

Funding Date means the date on which a Funding Portion is, or is to be, provided to the Borrower under this agreement.

Funding Notice means a notice requesting the provision of a Funding Portion in the form of schedule 1, and specifying the matters indicated in that schedule.

Funding Portion means each portion of the Commitment provided under clause 4.3.

Facility Agreement Doc 1d 3612 - 24,12.01 Funding Rate means 10 per cent per annum.

$GAAP$ means generally accepted accounting standards and principles as in effect from time to time in Australia.

Governmental Agency means a government or a governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Gross Up Amounts is defined in clause $6.3(a)(2)$ .

Group means:

• $(a)$ the Borrower; and
• $(b)$ each Subsidiary of it.

Group Guarantee means the deed of guarantee and indemnity dated on or about the date of this agreement between the Guarantors and the Lender.

Group Member means a member of the Group.

$\overline{GST}$ has the same meaning as in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 $(Ch).$

Insolvency Event means the happening of any of the following events with respect to a Group Member:

• $(a)$ an application is made, which is not set aside or stayed within 7 days, to a court for an order, or an order is made, that a Group Member be wound up;
• $(b)$ an application is made, which is not set aside or stayed within 7 days, to a court for an order appointing a liquidator or provisional liquidator in respect of a Group Member, or one of them is appointed, whether or not under an order:
• $(c)$ a receiver, receiver and manager, trustee, administrator, controller (as defined in the Corporations Act) or similar official is appointed over any of the assets or undertaking of a Group Member;
• $(d)$ except to reconstruct or amalgamate while solvent on terms approved by the Lender which approval cannot be unreasonably withheld or delayed, a Group Member enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;
• $(e)$ a Group Member resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent on terms approved by the Lender or is otherwise wound up or dissolved;
• $\Omega$ a Group Member is unable to pay its debts when they are due or states that it is insolvent or is insolvent as defined in the Corporations Act;
• $(g)$ a Group Member suspends payment of its debts generally;

$(h)$ a Group Member takes any step to obtain protection or is granted protection from its creditors under the Corporations Act or an administrator is appointed to a Group Member under the Corporations Act:

• $(i)$ a Group Member becomes an insolvent under administration as defined in section 9 of the Corporations Act or action is taken which could result in that event; or
• (i) a notice under section 601AB of the Corporations Act is given to, or an application under section 601AA is made by, or in respect of a Group Member.

Interest Payment Date means:

• $(a)$ 30 June 2002; and
• $(b)$ the Repayment Date,

or as the Lender may otherwise agree.

Lending Office means the office of the Lender notified by the Lender to the Borrower under this agreement.

Macquarie Consent Letter means the letter dated 21 December 2001 from Macquarie Bank Limited to the Borrower and the Lender.

Market Price in relation to a St Barbara Share on any day, means the weighted average sell price of that St Barbara Share quoted on ASX during the 20 trading days immediately preceding that day.

Material Adverse Effect means a material adverse effect on:

• the ability of a Transaction Party to perform an obligation under a $(a)$ Transaction Document to which it is a party:
• $(b)$ the value of the Secured Property; or
• the business or operations of a Group Member. $(c)$

Officer means:

• in the case of a Transaction Party, a director or company secretary for the $\bf(a)$ time being; and
• in the case of the Lender, an officer whose title contains the word $(b)$ "managing director" or "principal", or a person performing the functions of any of them,

or, in any case, a person appointed by a party to act as an Officer for the purposes of this agreement and each of the other Transaction Documents.

Overdue Rate in relation to an unpaid amount on any date, means the rate which is the sum of 2% per annum and the Funding Rate.

Payment Currency means the currency in which any payment is actually made.

Permitted Encumbrances means the Encumbrances described in schedule 2.

Permitted Purpose means:

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• $(a)$ the acquisition and development of gold and other mineral projects, and the acquisition of shares in gold or other mineral producing companies or companies with gold or other mineral properties at a pre-feasibility or later stage of development.
• $(b)$ the development of an Existing Project; and
• $\left(\circ\right)$ any other purpose the Lender may approve.

Potential Default means an event or condition that with notice or lapse of time or satisfaction of some other condition or any combination of the foregoing would become a Default.

Power means a right, power, authority, discretion or remedy conferred on the Lender by a Transaction Document, an applicable law or otherwise.

Principal Outstanding at any time, means the sum of all outstanding Funding Portions drawn under the Facility at that time.

Priority Deed means the deed of priority made or to be made between Macquarie Bank Limited, the Lender, the Borrower and the Guarantors.

Proved Reserves and Probable Reserves means "Proved Ore Reserves" and "Probable Ore Reserves" as construed, reported and calculated in accordance with the Australasian Code for Reporting of Mineral Resources and Ore Reserves effective as at September 1999 (as amended from time to time).

Relevant Currency means Australian Dollars.

Repayment Date means 31 December 2002, or another date agreed between the Lender and the Borrower.

Same Day Funds means a Lender cheque or other immediately available funds.

Secured Moneys means all debts and monetary liabilities of the Borrower and each other Transaction Party to the Lender under any Transaction Document and in any capacity, irrespective of whether the debts or liabilities:

• $(a)$ are present or future;
• $(b)$ are actual, prospective, contingent or otherwise;
• $\left( \mathrm{c}\right)$ are at any time ascertained or unascertained;
• are owed or incurred by or on account of the Borrower or that other $(d)$ Transaction Party alone, or severally or jointly with any other person;
• $(e)$ are owed to or incurred for the account of the Lender alone, or severally or jointly with any other person;
• $(f)$ are owed to any other person as agent (whether disclosed or not) for or on behalf of the Lender;
• $(g)$ are owed or incurred as principal, interest, fees, charges, taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

• $(h)$ are owed to or incurred for the account of the Lender directly or as a result of:

• the assignment or transfer to the Lender of any debt or liability of $(1)$ the Borrower or a Transaction Party (whether by way of assignment, transfer or otherwise); or

• $(2)$ any other dealing with any such debt or liability:
• $(i)$ are owed to or incurred for the account of the Lender before the date of this agreement, before the date of any assignment of this agreement to the Lender by any other person or otherwise; or
• comprise any combination of the above. $(i)$

Secured Property means the property the subject of the Securities and each Collateral Security.

Securities means the securities described in schedule 3.

Share Election is defined in clause $17.1(a)$ .

Sponsorship Agreement means the sponsorship agreement dated on or about the date of this agreement between the Borrower and Salomon Smith Barney Private Clients Pty Ltd and, if applicable, a nominee agreement (by whatever name called) between some or all of the Borrower, Salomon Smith Barney Private Clients Pty Ltd and a nominee company of Salomon Smith Barney Private Clients Pty Ltd.

Sponsorship Agreement Side Deed means the deed dated on or about the date of this agreement between the Borrower, the Lender and Salomon Smith Barney Private Clients Pty Ltd and, if applicable, a nominee company of Salomon Smith Barney Private Clients Pty Ltd.

St Barbara Option means an option to acquire a St Barbara Share on the terms set out in clauses $17.2$ , 17.3 and 17.4.

St Barbara Securities means:

• $\bf(a)$ St Barbara Shares; and
• $(b)$ St Barbara Options.

St Barbara Share means an ordinary fully paid share in the capital of the Borrower.

Subsidiary of a body corporate, means another body corporate which is a subsidiary of the first within the meaning of part 1.2 of division 6 of the Corporations Act.

Surety Obligation means a guarantee, suretyship, letter of credit, letter of comfort or another obligation (whatever called and of whatever nature):

• $\left( a\right)$ to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;
• to indemnify a person against the consequences of default in the payment $(b)$ of or
• $\left( c\right)$ to be responsible for.

Facility Agreement Doc 1d 3612 - 24 12.01

page 7 Final a debt or monetary liability of another person, or the assumption of a responsibility or obligation in respect of the insolvency or the financial condition of another person.

Tax means:

• $(a)$ a tax, levy, charge, impost, duty, fee, deduction or withholding;
• $(b)$ income, stamp or transaction duty, tax or charge; or
• $\left( c\right)$ GST.

which is assessed, levied, imposed or collected by, or payable to, a Governmental Agency (other than in respect of the overall net income of the Lender) and includes, but is not limited to, interest, fines, penalties, charges, fees or other amounts imposed on or in respect of any of the above.

Taxable Supply has the same meaning as in the GST Act.

Transaction Documents means:

• $(a)$ this agreement;
• $(b)$ the Securities.
• $(c)$ the Sponsorship Agreement;
• $(d)$ the Sponsorship Agreement Side Deed;
• $(e)$ the Group Guarantee;
• $(f)$ the Priority Deed;
• $(2)$ each Collateral Security;
• (b) each document which is executed under the terms of any of the foregoing or which is collateral, supplemental or related to any of the foregoing; and
• $(i)$ each document which the Borrower and the Lender agree is a Transaction Document.

Transaction Party means:

• $(a)$ the Borrower; and
• $(b)$ each Guarantor.

Undrawn Commitment at any time, means the amount of the Commitment less the Principal Outstanding under the Facility at that time.

Voting Power has the meaning ascribed to the expression "voting power" in section 610 of the Corporations Act as at the date of this agreement.

$1.2$ Interpretation

In this agreement, unless the context otherwise requires:

$(a)$ clause headings do not affect the interpretation of this agreement and a reference to clauses, paragraphs and schedules is a reference to the clauses, paragraphs and schedules in this agreement;

Facility Agreement Doc 1d 3612 - 24.12.01 $(b)$

• a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute:
• a reference to a document includes a reference to that document as $\left( c\right)$ amended, varied, supplemented or replaced from time to time;
• $(d)$ words indicating the singular include the plural and vice versa;
• $(e)$ expressions indicating natural persons include a company, corporation or other body corporate, partnership, joint venture, association and a Governmental Agency;
• $(f)$ a reference to a party includes that party's executors, administrators, successors, substitutes and assigns, including a person taking by way of novation:
• a Default "subsists" until it has been remedied to the satisfaction of, or $(g)$ waived in writing by, the Lender;
• a reference to a month means a calendar month (whether or not beginning $(h)$ on the first day of any month):
• $(i)$ a reference to an agreement other than this agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing:
• a reference to an asset includes all property of any nature, including, but $(i)$ not limited to, a business, and all rights, revenues and benefits;
• $(k)$ a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;
• other parts of speech and grammatical forms of a word or phrase defined $(1)$ in this agreement have a corresponding meaning;
• where the day on or by which a matter or thing is to be done is not a $(m)$ Business Day, that matter or thing must be done on or by the preceding Business Day; and
• a reference to liquidation includes official management, appointment of $(n)$ an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding-up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure.

$1.3$ Obligations joint and several

Each of the obligations of the Borrower and each Guarantor under this agreement is joint and several and unconditional and irrevocable.

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$2.1$ Facilities

Subject to this agreement, the Lender agrees during the Availability Period to make available Funding Portions to the Borrower up to a maximum amount which does not exceed the Commitment.

$2.2$ Purpose

• The Borrower must apply the proceeds of each Funding Portion drawn $(a)$ under the Facility for a Permitted Purpose.
• Save for the acquisition of shares in the companies notified to, and $(b)$ approved by, the Lender prior to the date of this agreement, the Borrower must obtain the Lender's prior written consent to the application of funds for any other Permitted Purpose prior to the issue of a Funding Notice relating to the provision of those funds.
• $\left( c\right)$ The Borrower may only draw Funding Portions to fund the acquisition of shares if Salomon Smith Barney Private Clients Pty Ltd is the sponsoring broker and those shares are subject to the Sponsorship Agreement and the Sponsorship Agreement Side Deed.

2.3 Cancellation during Availability Period

• The Borrower may at any time during the Availability Period cancel all or $\left( a\right)$ part of the Undrawn Commitment by giving the Lender at least 5 Business Days' prior written notice.
• $(b)$ The notice must specify the amount of the cancellation.
• $\left( c\right)$ A partial cancellation of the Undrawn Commitment may only be made in an amount that is not less than A\$100,000 and is an integral multiple of A\$100,000.
• Unless the Lender otherwise agrees, a notice given under clause $2.3(a)$ is $(d)$ irrevocable.

Cancellation at end of Availability Period $2.4$

The Undrawn Commitment is cancelled at 4.00 pm (Perth time) on the last day of the Availability Period applicable to it.

3 Conditions precedent

$3,1$ First utilisation of a Facility

The Lender is not obliged to provide the Commitment or the first Funding Portion until the Lender has received all of the following in form and substance satisfactory to it:

$(a)$ constitution: a certified copy of the constitution or other constituent documents of each Transaction Party which is, or on the first Funding Date will be, a party to a Transaction Document:

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• $(b)$ Transaction Documents: an original copy of each of the documents described in paragraphs (a), (b), (c), (d), (e) and (f) of the definition of "Transaction Documents", executed, stamped (unless the Borrower has provided the Lender with sufficient funds to cover the likely stamp duty liability in respect of those Transaction Documents) and, where applicable, in registrable form together with all fully executed documents and other things necessary to effect registration of them;
• corporate authorisation: a copy of a resolution of the directors of each $\left( c\right)$ Transaction Party approving the Facility and the transactions contemplated by the Transaction Documents to which it is a party, authorising execution by that Transaction Party of those Transaction Documents, and authorising a person or persons (being Officers) to sign all notices, certificates or other documents in connection with the Facility on behalf of the Borrower:
• $(d)$ authorised signatories: a certified copy of the specimen signatures of all Officers of the Borrower who are authorised to sign all notices, certificates or other documents in connection with the Facility on its behalf;
• regulatory approvals: evidence in the form of a certificate signed by 2 $(e)$ directors of the Borrower that the Borrower has obtained all applicable approvals under the ASX Listing Rules, the Corporations Act and any other approvals required by any Governmental Agency to the transactions contemplated in this agreement including, but not limited to, the issue to the Lender of the St Barbara Securities described in this agreement;
• $(f)$ Financial Statements: a copy of the Group's consolidated Financial Statements for the period ending 30 June 2001;
• certificate regarding Material Adverse Effect: a certificate signed by 2 $(g)$ directors of the Borrower that certifies that since the end of the accounting period for the Financial Statements described in clause 3.1(e), no event has occurred (and is continuing) which has, or may have, a Material Adverse Effect:
• $(h)$ due diligence: a technical, financial and legal due diligence of the Group;
• enquiries: results of searches, enquiries and requisitions concerning each $\ddot{\textbf{u}}$ Transaction Party, its capacity to enter into and perform its obligations under the Documents to which it is a party, and the Secured Property;
• $\left($ i board of directors of Borrower: details of the composition of the board of directors of the Borrower which must be satisfactory to the Lender; and
• legal opinion: an opinion of counsel to the Lender with respect to certain $\left( \mathbf{k}\right)$ aspects of the transactions contemplated by the Transaction Documents.

$3.2$ Limitation on initial Funding Portion

If the Borrower wishes to utilise the Facility prior to it being able to $\left( a\right)$ deliver an original counterpart of the Priority Deed and the documents described in paragraphs 1 and 2 of schedule 3 (Excluded Documents) to

the Lender as required by clause $3.1(b)$ , then, provided the Borrower has satisfied all of the other conditions precedent in clause 3.1, the Lender may agree (but is not obliged to) to permit the Borrower to draw Funding Portions up to an aggregate amount not exceeding A\$5,000,000 (or such other amount as the Lender may agree) for the sole purpose of funding the acquisition of the shares in the companies notified to, and approved by, the Lender prior to the date of this agreement.

$(b)$ Before the Borrower may draw the Funding Portion contemplated in clause $3.2(a)$ , it must deliver to the Lender a signed copy of the Macquarie Consent Letter.

$3.3$ Conditions precedent to each utilisation of a Facility

The Lender is not obliged to provide a Funding Portion at any time until the following conditions are fulfilled to the complete satisfaction of the Lender:

• $(a)$ no default: no Default or Potential Default has occurred and is continuing and no Default or Potential Default will result from the provision of the proposed Funding Portion;
• Commitment: the Commitment is not, and will not be, exceeded if that $(b)$ Funding Portion is provided;
• no Material Adverse Effect: since 30 June 2001, no event has occurred $\left( c\right)$ which has, or is likely to have, a Material Adverse Effect (in the reasonable opinion of the Lender); and
• $(d)$ other matters: it has received any other certificates, authorisations, documents, matters or things which the Lender may reasonably request.

$3.4$ Certified copies

Where a certified copy of a document is to be given to the Lender under this clause 3, an Officer of the relevant Transaction Party must certify the copy to be a true, complete and up-to-date copy of the original document as at a date acceptable to the Lender.

$3.6$ Waiver

A requirement in this clause 3 is for the benefit of the Lender and may only be waived by a written notice issued by the Lender to the Borrower.

4 Funding procedures

4.1 Delivery of Funding Notice

• If the Borrower wishes to utilise the Facility, it must deliver to the Lender $(a)$ a duly completed Funding Notice.
• $(b)$ Each Funding Notice must be signed by an Officer of the Borrower and received by the Lender not later than 10.00 am (Perth time) on a day which is at least 3 Business Days (or a lesser period which the Lender may agree) before the proposed Funding Date.

Facility Agreement Doc Id 3612 - 24.12.01 $(c)$ A Funding Notice is effective on actual receipt by the Lender in legible duly completed form and is irrevocable.

$4.2$ Content of Funding Notices

• $(a)$ Each Funding Notice given under clause 4.1(a) must specify:
• the proposed Funding Date which must be a Business Day during $(1)$ the Availability Period;
• $(2)$ the amount of the proposed Funding Portion which, unless otherwise agreed by the Lender, must be not less than A\$100,000 and be an integral multiple of A\$100,000;
• $(3)$ the purpose for which the Funding Portion is to be used; and
• $(4)$ the account of the Borrower into which the proposed Funding Portion is to be paid.
• Each Funding Notice given under clause 4.1(a) must contain a $(b)$ representation and warranty by the Borrower that the representations and warranties set out in clauses 7.1 and $7.2$ :
• $\left(1\right)$ are correct and not misleading on the date of that Funding Notice; and
• $(2)$ each will be correct and not misleading on the Funding Date applicable to the drawing requested in that Funding Notice.

4.3 Provision of Funding Portions

If the Borrower gives a Funding Notice requesting the provision of a Funding Portion which complies with clause 4.2 and subject always to the terms of this agreement, the Lender must provide that Funding Portion to the Borrower in Same Day Funds and in the currency stated in that Funding Notice not later than 2.00 pm (Perth time) on the specified Funding Date.

5 Interest, repayment and prepayment

$5.1$ Payment of interest

• The Borrower must pay interest on the principal amount of each Funding $(a)$ Portion at the Funding Rate.
• Interest is calculated on daily balances on the basis of: $(b)$
• $(1)$ a 365 day year; and
• $(2)$ for the actual number of days elapsed from and including the first day of each Funding Period to, but excluding, the last day of that Funding Period.
• $\left( c\right)$ The Borrower must pay accrued interest in arrears to the Lender on each Interest Payment Date, subject always to clause 17.1.

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$5.2$ Repayment of Debt Facilities Generally

The Borrower must repay all outstanding Funding Portions under the Facility and all other Secured Moneys in full on or before the Repayment Date, or any other date on which that part of the Secured Moneys are, or are required to be, repaid in full.

$5.3$ Prepayment

• The Borrower may prepay all or part of a Funding Portion by giving the $(a)$ Lender at least 5 Business Days' prior written notice, but a partial prepayment may only be made in an amount which is not less than A\$100,000 and is an integral multiple of A\$100,000.
• $(b)$ A notice given under clause $5.3(a)$ is irrevocable.
• $\left( c\right)$ On the prepayment date specified in the notice given under clause $5.3(a)$ , the Borrower must pay:
• $(1)$ the full amount of the prepayment specified in that notice; and
• all unpaid interest and fees accrued to the prepayment date in $(2)$ respect of the prepaid amount.
• $(d)$ Amounts prepaid may be redrawn by the Borrower in accordance with the terms of this agreement.

6 Payments

6.1 Manner of payment

All payments by the Borrower under the Transaction Documents must be made in Same Day Funds in the Relevant Currency, and not later than 11.00 am (Perth time) on the due date, to the account specified or as otherwise directed by the Lender to the Borrower from time to time.

6.2 Appropriation of payments

• $(a)$ All payments made by a Transaction Party may be appropriated as between principal, interest and other amounts as the Lender in its absolute discretion determines or, failing any determination, in the following order:
• $(1)$ first, towards reimbursement of all fees, costs, expenses, charges, damages, indemnity payments and other like amounts incurred or owing by the Transaction Parties under the Transaction Documents:
• $(2)$ next, towards payment of interest owing under the Facility; and
• $(3)$ next, towards repayment or prepayment of the Principal Outstanding.
• Any appropriation under clause 6.2(a) overrides any appropriation made $(b)$ by the Borrower.

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• AJ. registration: each oroup Member is a corporation as that expression is defined in the Corporations Act having limited liability, registered (or taken to be registered) and validly existing under the Corporations Act;
• corporate power: each Group Member has the corporate power to own $(b)$ its assets and to carry on its business as it is now being conducted;
• $\left( c\right)$ authority: it has full power and authority to enter into the Transaction Documents to which it is a party and to perform its obligations under them;
• corporate authorisations: it has taken all necessary action to authorise $(d)$ the execution, delivery and performance of the Transaction Documents to which it is a party in accordance with their terms;
• binding obligations: the Transaction Documents to which it is a party (e) constitute its legal, valid and binding obligations and are enforceable in accordance with their terms:
• transactions permitted: the execution, delivery and performance by it of $(f)$ the Transaction Documents to which it is a party do not and will not