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Deed of Charge |
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2007 |
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$51 |
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Deed of Charge
Lihir Australian Holdings Pty Limited
Australia and New Zealand Banking Group Limited
BALLARAT GOLDFIELDS FACILITY
Riverside Centre
123 Eagle Street
Brisbane QLD 4000
Australia
Tel 61 7 3334 3000
Fax 61 7 3334 3444
www.aar.com.au
(C) Copyright Allens Arthur Robinson 2006
{PAGE}
Deed of Charge Allens Arthur Robinson [LOGO]
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. DEFINITIONS AND INTERPRETATION 1
1.1 Definitions 1
1.2 Facility Agreement definitions 5
1.3 Interpretation 5
1.4 Document or agreement 6
2. CHARGE 6
2.1 Charge 6
2.2 Prospective liability 6
2.3 Increase in prospective liability 7
3. NATURE OF CHARGE 7
3.1 Priority 7
3.2 Nature of charge 7
3.3 Dealing with Mortgaged Property 8
3.4 Enter into CHESS Sponsorship Collateral Agreement 8
3.5 Crystallisation 8
3.6 De-crystallisation 9
3.7 Dealing with proceeds 9
3.8 Uncertificated Securities 10
4. UNDERTAKINGS 11
5. LIMITED RECOURSE 11
5,1 Limit and release 11
5.2 Exceptions 12
5.3 Unrestricted remedies 12
5.4 Restricted remedies 12
6. FURTHER ASSURANCES 13
6.1 Further assurances 13
6.2 Legal or statutory mortgage 13
6.3 Title documents 13
7. APPOINTMENT OF CONTROLLER 13
7.1 Appointment 13
7.2 Agent of Mortgagor 14
7.3 Receiver's powers 14
7.4 Receiver appointed after commencement of Liquidation 16
7.5 Powers exercisable by the Mortgagee 17
7.6 Withdrawal 17
8. POWER OF ATTORNEY 17
9. COMPLETION OF BLANK SECURITIES 17
10. PERFORMANCE OF MORTGAGOR'S OBLIGATIONS 18
11. INSPECTION 18
12. STATUTORY POWERS 18
12.1 Powers in augmentation 18
{/TABLE}
Page (i)
{PAGE}
Deed of Charge Allens Arthur Robinson [LOGO]
{TABLE}
{S} {C}
12.2 Leasing 18
12.3 Notice not required 18
13. APPLICATION OF MONEY RECEIVED 19
13.1 Order 19
13.2 Money actually received 19
13.3 Amounts contingently due 20
13.4 Notice of subsequent Security Interests 20
13.5 Conversion of currencies on application 20
14. OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY 20
15. PROTECTION OF MORTGAGEES, CONTROLLERS AND ATTORNEYS 21
16. PROTECTION OF THIRD PARTIES 21
16.1 No enquiry 21
16.2 Receipt 22
17. INTEREST ON OVERDUE AMOUNTS 22
17.1 Accrual and payment 22
17.2 Rate 22
18. CERTIFICATE AS TO AMOUNT OF SECURED MONEY 22
19. SURVIVAL OF OBLIGATIONS 22
20. CONTINUING SECURITY 23
21. OTHER SECURITIES 23
22. WAIVERS, REMEDIES CUMULATIVE 23
23. CONSENTS AND OPINION 23
24. SEVERABILITY OF PROVISIONS 23
25. MORATORIUM LEGISLATION 24
26. ASSIGNMENTS 24
27. NOTICES 24
28. AUTHORISED OFFICERS 24
29. GOVERNING LAW AND JURISDICTION 25
30. THIRD PARTY PROVISIONS 25
30.1 Security not to be affected 25
30.2 Principal and independent obligation 26
30.3 No marshalling 26
30.4 No competition 26
30.5 Suspense account 26
30.6 Rescission of payment 27
30.7 Variation 27
30.8 Indemnity 27
31. SET-OFF 28
32. COUNTERPARTS 28
33. ACKNOWLEDGMENT BY MORTGAGOR 28
SCHEDULE 29
Notice Details 29
{/TABLE}
Page (ii)
{PAGE}
Deed of Charge Allens Arthur Robinson[LOGO]
DATE 19 OCTOBER 2006
PARTIES
1. LIHIR AUSTRALIAN HOLDINGS PTY LIMITED ACN 121 554 443 of Level 9, 500
Queen Street, Brisbane, Australia (the Mortgagor).
2. AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522,
having an office at Level 17, 530 Collins Street, Melbourne, Australia
(the MORTGAGEE).
RECITALS
A From time to time the Mortgagor may wish the Mortgagee to provide
financial accommodation to or for the account of the Mortgagor.
B This Deed is given to secure repayment of that accommodation, among
other things.
IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
The following definitions apply unless the context requires otherwise.
AGENT means any person appointed as the Mortgagee's agent under this Deed
or any Collateral Security.
ANZ NOMINEES means ANZ Nominees Limited ABN 96 005 357 568 and includes:
(a) any body of which ANZ Nominees is a successor or transferee;
(b) if ANZ Nominees is reconstituted or amalgamated with any body - the
new person formed; and
(c) a person to which some or all of ANZ Nominees' business is
transferred.
ANZ NOMINEES' COSTS means any fees, costs and expenses which ANZ Nominees
has incurred or will incur:
(a) in transferring and maintaining the Mortgaged Property;
(b) in connection with investigating, protecting or defending the title
to the Mortgaged Property;
(c) in connection with any transaction under or relating to this Deed or
the Mortgaged Property; or
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