Preview | Lease Agreement |

TABLE OF CONTENTS


CLAUSE	PAGE
1. DEFINITIONS		2

2. PURPOSE AND TERM OF THIS LEASE		2

3. UNDERTAKINGS OF THE LESSOR		3

4. DEFECTS		3

5. TERMS AND CONDITIONS OF OCCUPATION		4

6. RENT AND OTHER CHARGES		6

7. WORK PERFORMED DURING THE LEASE TERM		8

8. LIABILITIES AND RECOURSE		9

9. INSPECTIONS		10

10. ENVIRONMENTAL RISKS		10

11. SAFETY AND SECURITY		12

12. INSURANCES		12

13. TOTAL AND PARTIAL LOSS		15

14. PARTIAL EXPROPRIATION		16

15. TEMPORARY REQUISITION		17

16. TRANSFER		17

17. LIENS		17

18. NO WAIVER		18

19. REPRESENTATIONS		18

20. TERMINATION EVENTS		21

21. TERMINATION		24

Page I


22. PAYMENT ON TERMINATION TRANSFER OF TITLE TO THE ASSETS			26

23. ADD-BACK INDEMNITY			27

24. COLLATERALISATION			29

25. INDEMNIFICATION			31

26. PURCHASE OPTION			35

27. DGI PROCESS			36

28. CONDITIONS PRECEDENT			37

29. CONSENT RIGHTS			38

30. WAIVER OF RECOURSE			39

31. AMENDMENTS			39

32. PARTIAL INVALIDITY			39

33. CONFIDENTIALITY			40

34. CHOICE OF LAW - JURISDICTION CLAUSE			40

35. COSTS AND EXPENSES			41

36. NOTICES			41

APPENDIX 1 DEFINITIONS			45

APPENDIX 2 DESCRIPTION OF THE ASSETS			60

APPENDIX 3 ASSUMPTIONS			61

APPENDIX 4 ADJUSTMENT METHOD FOR CHANGE IN ASSUMPTIONS			83

APPENDIX 5 RENT PAYMENT SCHEDULE SEE ANNEX 3 OF APPENDIX 3			87

APPENDIX 6 LOAN AGREEMENT OUTSTANDING PRINCIPAL AMOUNT SEE ANNEX 2 OF APPENDIX 3			88

APPENDIX 7 TAX LOAN REFERENCE TV SEE ANNEX 5 OF APPENDIX 3			89

APPENDIX 8 COMPUTING OF THE RETROCESSION RATE			90

Page II

THIS LEASE, DATED 30 DECEMBER 2004, IS ENTERED INTO BY AND BETWEEN:

(1) GNiFi, a groupement dintrt conomique having its registered office at 37, avenue Henri Lafleur, BP K3, 98849 Nouma Cedex, and enrolled at the Register of Commerce and Companies of Nouma under number 204 C 749002, and represented by Monsieur Khalid AMMARI, duly authorised for the purposes of this Lease (hereinafter referred to as the Lessor); and

(2) GORO NICKEL S.A., a company incorporated under the laws of France, having its registered office at 38, rue du Colise, 75008 Paris, France, and enrolled at the Register of Commerce and Companies of Paris under number 313 954 570, acting herein through and on behalf of its branch (succursale) whose registered office is at 7 bis, rue Suffren, BP218, 98845, Nouma Cedex, New Caledonia, and represented by Monsieur Yves ROUSSEL, duly authorised for the purposes of this Lease (hereinafter referred to as the Lessee),

each a Party and together the Parties.

WHEREAS:

(A) The Lessor has been organised for the purpose of constructing, financing and leasing the Assets which constitute a portion of the Plant. The Project shall be developed and operated by the Lessee. The transactions contemplated by this Lease and the other Transaction Documents are based on the special tax support available for Dom-Tom investments.

(B) In accordance with the Girardin Law, the Request for DGI Final Approval was filed with the DGI. A preliminary approval of the Transaction was granted by the DGI by a letter dated May 4, 2001 and the DGI Final Approval is to be issued. The retrocession rate as calculated in Appendix 8 at the date of this Lease is higher than 80%.

(i) receive the Tax Advances from the Tax Investors pursuant to an the Tax Loan Agreement; and

(ii) enter into the Loan Agreement.

(D) The Substantial Completion Date and the delivery of the Assets to the Lessee is expected to occur on or prior to December 31, 2008 (as such date may be extended to a date no later than December 31, 2009 (subject to the satisfaction of the conditions in clause 11.1(b) of the Construction Agreement)). Substantial Completion shall be evidenced by the signature by the Project Manager and the Lessee, on its behalf and on behalf of the Owner, of a Definitive Acceptance Certificate in accordance with the terms of the Construction Agreement.

NOW THEREFORE, THE PARTIES AGREES AS FOLLOWS:

Page 1

1. Definitions

1.1 For the purpose of this Lease, capitalised terms and expressions which are not otherwise defined in this Lease (whether in singular or in plural form) shall have the respective meanings given to them in Appendix 1.

1.2 In this Lease

(a) headings of Clauses and Appendices are for ease of reference only and are not intended to influence the interpretation of this Lease; and

(b) references to any agreement or any other document shall be construed as a reference to that agreement as it may from time to time be amended, varied, supplemented, restated or novated (but excluding any amendment, variation, supplement, restatement, variation or novation contrary to any Transaction Document).

2. Purpose and Term of this Lease

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(1)	GNiFi, a groupement dintrt conomique having its registered office at 37, avenue Henri Lafleur, BP K3, 98849 Nouma Cedex, and enrolled at the Register of Commerce and Companies of Nouma under number 204 C 749002, and represented by Monsieur Khalid AMMARI, duly authorised for the purposes of this Lease (hereinafter referred to as the Lessor); and

(2)	GORO NICKEL S.A., a company incorporated under the laws of France, having its registered office at 38, rue du Colise, 75008 Paris, France, and enrolled at the Register of Commerce and Companies of Paris under number 313 954 570, acting herein through and on behalf of its branch (succursale) whose registered office is at 7 bis, rue Suffren, BP218, 98845, Nouma Cedex, New Caledonia, and represented by Monsieur Yves ROUSSEL, duly authorised for the purposes of this Lease (hereinafter referred to as the Lessee),

	(i)	receive the Tax Advances from the Tax Investors pursuant to an the Tax Loan Agreement; and

	(ii)	enter into the Loan Agreement.

(a)	headings of Clauses and Appendices are for ease of reference only and are not intended to influence the interpretation of this Lease; and

(b)	references to any agreement or any other document shall be construed as a reference to that agreement as it may from time to time be amended, varied, supplemented, restated or novated (but excluding any amendment, variation, supplement, restatement, variation or novation contrary to any Transaction Document).


APPENDIX 9 DGI FINAL APPROVAL		92