Company Deed of Arrangement

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					                                                                                      [Ongoing Company]
                                                                                          ACN #[insert ACN]#
                                                                                               (“Subsidiary”)
                                                                                                         and

                                                                              Newmont Australia Limited
                                                                                                       (“NAL”)

                                                                                                           and

      Mark Francis Xavier Mentha and Mark Anthony Korda in their capacity as Voluntary Administrators of
                                                                                            Subsidiary
                                                                             (each a “Voluntary Administrator”)

                                                                                                           and

Mark Francis Xavier Mentha and Mark Anthony Korda in their capacity as Deed Administrators of Subsidiary
                                                                                 (each a “Deed Administrator”)




                                           Secondary Deed of Company Arrangement




                                                                                    Arnold Bloch Leibler
                                                                                  Ref: PNR 0101275312
                                                  WORKING DRAFT 1 SECONDARY DOCA - 06/01/2011 10:40 AM
                                                          TABLE OF CONTENTS
                                                                                                                                                         Page no.

1           Definitions and interpretation ........................................................................................... 2
            1.1         Definitions .................................................................................................................................... 2
            1.2         Interpretation ............................................................................................................................... 7
            1.3         Prescribed Provisions .................................................................................................................. 8
            1.4         Inconsistency with Act ................................................................................................................. 8
            1.5         Other Inconsistencies .................................................................................................................. 8
            1.6         Business Days ............................................................................................................................. 9
            1.7         Successors and Assigns ............................................................................................................. 9
2           Commencement of this Deed ............................................................................................ 9
            2.1         Operative date ............................................................................................................................. 9
            2.2         Interim effect ................................................................................................................................ 9
            2.3         Management services ................................................................................................................. 9
            2.4         Execution of Deed ....................................................................................................................... 9
3           Conditional effect of Deed ............................................................................................... 10
            3.1         Conditions Precedent ................................................................................................................ 10
            3.2         Date for Satisfaction .................................................................................................................. 10
4           Purpose and objects ........................................................................................................ 10
5           Termination ....................................................................................................................... 10
            5.1         Termination of the Deed Period ................................................................................................. 10
            5.2         Previous operation of this Deed preserved ................................................................................ 10
            5.3         Lodgement of ASIC Documents ................................................................................................ 10
            5.4         Power of Attorney ...................................................................................................................... 11
6           Deed Administrators ........................................................................................................ 11
            6.1         Acceptance of Appointment ....................................................................................................... 11
            6.2         Role of Deed Administrators ...................................................................................................... 11
            6.3         General powers and duties of Deed Administrators .................................................................. 11
            6.4         Specific powers ......................................................................................................................... 11
            6.5         Limitation of rights of Deed Administrators ................................................................................ 12
            6.6         Return of property...................................................................................................................... 12
            6.7         Deed Creditors not to object ...................................................................................................... 12
            6.8         No investigation ......................................................................................................................... 12
7           Administrators’ remuneration and costs ....................................................................... 12
            7.1         Voluntary Administrators’ remuneration ..................................................................................... 12
            7.2         Deed Administrators’ remuneration ........................................................................................... 12
8           Administrators’ indemnity ............................................................................................... 13
            8.1         Indemnity ................................................................................................................................... 13
            8.2         Deed Administrators Transactions Not Set Aside in Winding Up............................................... 13
            8.3         Limitation of Administrators’ liability ........................................................................................... 13
9           Voluntary Administrators’ and Deed Administrators’ release .................................... 13
10          Moratorium created by this Deed ................................................................................... 14
            10.1        This Deed binds all persons ...................................................................................................... 14
            10.2        Restrictions on persons bound by this Deed ............................................................................. 14
            10.3        Deed Administrators not liable ................................................................................................... 14
            10.4        No termination event ................................................................................................................. 14
            10.5        No derogation ............................................................................................................................ 15
11          Conduct of Business during Deed Period ..................................................................... 15
            11.1        Deed Period............................................................................................................................... 15
            11.2        Transfer ..................................................................................................................................... 16
            11.3        Consent ..................................................................................................................................... 16



Arnold Bloch Leibler                                                                               Secondary Deed of Company Arrangement  Page 1
WORKING DRAFT 1 SECONDARY DOCA - 06/01/2011
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12          Sequence of events on the Commencement Date........................................................ 16
13          Assumption of assumed claims ..................................................................................... 16
            13.1        Assumption Deed ...................................................................................................................... 16
            13.2        Acknowledgements of Ongoing Company and Deed Creditors ................................................. 16
            13.3        Consent ..................................................................................................................................... 17
            13.4        Acknowledgement regarding assets of Ongoing Companies .................................................... 17
14          Discharge of Claims ......................................................................................................... 17
            14.1        Discharge and Termination of Indenture in relation to Unrelated
                        Note Creditors ........................................................................................................................... 17
            14.2        Discharge and Termination of Unrelated Hedging Contract ...................................................... 17
            14.3        Discharge of other Claims ......................................................................................................... 18
15          Releases ............................................................................................................................ 18
            15.1        Release by Unrelated Note Creditors and Unrelated Hedge
                        Creditor ...................................................................................................................................... 18
            15.2        Release by other Participating Creditors ................................................................................... 18
            15.3        Further Release ......................................................................................................................... 18
            15.4        Benefit for non parties ............................................................................................................... 19
            15.5        Deed of Release ........................................................................................................................ 19
            15.6        Continued ability to prove .......................................................................................................... 19
16          Disclaimer of Contracts ................................................................................................... 19
            16.1        Power to disclaim ...................................................................................................................... 19
            16.2        Effect of disclaimer .................................................................................................................... 19
            16.3        Direction to disclaim .................................................................................................................. 20
17          Giving Effect to Discharges, Releases and Disclaimers.............................................. 20
            17.1        Obligations of Participating Creditors ........................................................................................ 20
            17.2        Power of attorney ...................................................................................................................... 20
            17.3        Limitation on attorney ................................................................................................................ 20
            17.4        Bar to Claim ............................................................................................................................... 20
18          Employees ......................................................................................................................... 20
            18.1        Employees ................................................................................................................................. 20
            18.2        Employee Entitlement Indemnity ............................................................................................... 20
19          Claims of Unrelated Note Creditors and Unrelated Hedge
            Creditor .............................................................................................................................. 21
            19.1        Unrelated Note Creditors ........................................................................................................... 21
            19.2        Unrelated Hedge Creditor .......................................................................................................... 21
            19.3        Ability to prove ........................................................................................................................... 21
20          Owners and Lessors ........................................................................................................ 21
            20.1        Acknowledgments and agreements of Owners and Lessors ..................................................... 21
            20.2        Voluntary Administrators not liable ............................................................................................ 21
21          Members bound by Deed ................................................................................................. 22
22          Revocation of application of ASIC Deed of Cross Guarantee ..................................... 22
23          Ascertainment of claims .................................................................................................. 22
            23.1        Creditors that may prove in the administration .......................................................................... 22
            23.2        Payments................................................................................................................................... 22
            23.3        Property available to pay claims ................................................................................................ 22
24          Breach of Obligations ...................................................................................................... 22
25          Books and assistance ...................................................................................................... 23
            25.1        During Deed Period ................................................................................................................... 23
            25.2        After Deed Period ...................................................................................................................... 23
            25.3        Return of Books ......................................................................................................................... 23
26          Meetings of Deed Creditors............................................................................................. 23


Arnold Bloch Leibler                                                                               Secondary Deed of Company Arrangement  Page 2
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27          Reports to Deed Creditors ............................................................................................... 23
            27.1        Reports ...................................................................................................................................... 23
            27.2        Reports under Principal Deed.................................................................................................... 23
28          Application to Court ......................................................................................................... 23
            28.1        Directions................................................................................................................................... 23
29          NAL bound only by this Deed ......................................................................................... 24
30          Variation ............................................................................................................................ 24
31          Further acts ....................................................................................................................... 24
32          Waiver ................................................................................................................................ 24
33          Notices ............................................................................................................................... 24
            33.1        If to the Deed Administrators: .................................................................................................... 25
            33.2        If to Subsidiary: .......................................................................................................................... 25
34          Times ................................................................................................................................. 25
35          Jurisdiction ....................................................................................................................... 26
36          Survival .............................................................................................................................. 26
37          Severance .......................................................................................................................... 26
38          Counterparts ..................................................................................................................... 26

            SCHEDULE 1 - ONGOING COMPANIES .................................................................. 1

            SCHEDULE 2 – PRINCIPAL DEED ........................................................................... 1




Arnold Bloch Leibler                                                                              Secondary Deed of Company Arrangement  Page 3
WORKING DRAFT 1 SECONDARY DOCA - 06/01/2011
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                          SECONDARY DEED OF COMPANY ARRANGEMENT

THIS DEED is made on                                         August 2011


PARTIES


            [SUBSIDIARY] (administrators appointed)
            ACN #[insert ACN]#
            of 100 Hutt Street, Adelaide, South Australia, 5000
            (“Subsidiary”)

            and

            NEWMONT AUSTRALIA LIMITED
            C/- 100 Hutt Street, Adelaide, South Australia, 5000
            (“NAL”)

            and

            MARK FRANCIS XAVIER MENTHA AND MARK ANTHONY KORDA
            of Level 24, 333 Collins Street, Melbourne, Victoria, 3000
            in their capacity as Voluntary Administrators of Subsidiary
            (each a “Voluntary Administrator” and collectively the “Voluntary Administrators”)

            and

            MARK FRANCIS XAVIER MENTHA AND MARK ANTHONY KORDA
            of Level 24, 333 Collins Street, Melbourne, Victoria, 3000
            in their capacity as Deed Administrators of Subsidiary
            (each a “Deed Administrator” and collectively the “Deed Administrators”)


BACKGROUND

A           On the Appointment Date, the directors of Subsidiary appointed the Voluntary
            Administrators as administrators of Subsidiary under Part 5.3A of the Act.

B           Prior to the Appointment Date, Newmont commissioned the production of the FH Report
            in order to estimate the likely return to creditors on the orderly realisation of the assets of
            the NYOL Group. Subject to the qualifications and assumptions set out in the FH Report,
            FH estimated the likely return to ordinary unsecured creditors on a winding up of the
            NYOL Group as being between 12 and 25 cents in the dollar.

C           Acting through NAL, its wholly owned subsidiary, Newmont has made an offer (subject to
            and upon the terms set out in this Deed and the Principal Deed) to the creditors and Note
            Creditors of NYOL which is at a significant premium to the estimated return mentioned
            above and which is based on the principles of Newmont agreeing to share in the losses
            incurred by NYOL’s creditors and avoiding litigation.



Arnold Bloch Leibler                                             Secondary Deed of Company Arrangement  Page 1
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D           At the Second Creditors’ Meeting a majority in number and value of the creditors
            resolved that Subsidiary execute a deed of company arrangement substantially on the
            terms set out in this Deed.

AGREED TERMS

1           Definitions and interpretation
1.1         Definitions
            In this document, unless the context requires otherwise:

            “Act” means the Corporations Act 2001 (Cth).

            “Adminco” means Clynton Court Pty Limited ACN 082 367 897.

            “Appointment Date” means the date upon which the Voluntary Administrators were
            appointed under Part 5.3A of the Act.

            “ASIC” means the Australian Securities and Investment Commission.

            “ASIC Deed of Cross Guarantee” means the Deed of Cross Guarantee between the
            Guarantors as “Group Companies”, Newmont Yandal Operations Pty Ltd (then named
            Great Central Mines Limited) as “Trustee” and Great Central Investments Pty Limited as
            “Alternative Trustee”, dated 18 June 1998.

            “Assumed Claim” means a Claim, liability for which is to be assumed by Adminco
            pursuant to the Principal Deed including:
            (a)         any Claim arising pursuant to clause 16.2(c) of this Deed as the result of a
                        Disclaimer Notice;
            (b)         any Claim arising pursuant to clause 18.2(c) of the Principal Deed as the result of
                        a disclaimer notice given pursuant to clause 18.1 of the Principal Deed;
            (whether the Disclaimer Notice or disclaimer notice is given before or after the
            Commencement Date), but excluding:
            (c)         each Non Participating Creditor Claim; and
            (d)         each Environmental Claim in respect of Subsidiary.

            “Assumption Deed” means a deed in the form of schedule 3 of the Principal Deed,
            pursuant to which Adminco will assume liability in respect of each Assumed Claim.

            “Bondco” means Yandal Bond Company Limited, a company incorporated in Delaware.

            “Business Day” means a day on which banks are open for general banking business in
            Melbourne, Australia and Denver, Colorado, USA, excluding Saturdays, Sundays and
            days which are public holidays in either Australia or the United States.

            “Calculation Date” means 9.30 a.m. U.S. Eastern Daylight Savings time on 22 May
            2003.



Arnold Bloch Leibler                                              Secondary Deed of Company Arrangement  Page 2
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            “Claim” means a debt payable by, or claim against, Subsidiary (whether based in
            contract, tort or otherwise, present or future, certain or contingent, ascertained or
            sounding only in damages), being a debt or claim the circumstances giving rise to which
            occurred on or before the Appointment Date that would be admissible to proof against
            Subsidiary in accordance with Division 6 of Part 5.6 of the Act if Subsidiary were to be
            wound up.

            “Commencement Date” means the date on which this Deed is executed by all parties.

            “Contract” means any deed, indenture, agreement, arrangement or understanding of any
            kind whatsoever, but excluding the Indenture, each Note and each Hedging Contract to
            which NYOL is a party and the Performance Bonds.

            “Court” means the Federal Court of Australia, the Supreme Court of Victoria or any other
            Australian court having jurisdiction to hear and determine matters arising under this
            Deed.

            “Deed” means this deed of company arrangement.

            “Deed Creditor” means each person who has a Participating Creditor Claim or a
            Non-Participating Creditor Claim against Subsidiary.

            “Deed of Release” means a deed poll in the form set out in schedule 5 of the Principal
            Deed.

            “Deed Period” means the period commencing on the Commencement Date and ending
            on the Termination Date.

            “Discharged Claim” means the Claim of a Deed Creditor that is discharged by this Deed
            or the Principal Deed.

            “Disclaimer Notice” means a notice in writing from the Deed Administrators to a Deed
            Creditor that states that Subsidiary disclaims a Contract to which that Deed Creditor is a
            party.

            “Distribution Fund” has the meaning given to that term in the Principal Deed.

            “Employee” means each past and present employee of Subsidiary.

            “Employee Entitlement Indemnity” means the indemnity referred to in clause 18.2.

            “Enforcement Process” in relation to property means:
            (a)         execution against the property; or
            (b)         any other enforcement process in relation to that property that involves a court or
                        sheriff.

            "Entitlement" means the amount that a Participating Creditor who has a Discharged
            Claim may be paid as a distribution in accordance with the provisions of this Deed and
            the Principal Deed.




Arnold Bloch Leibler                                              Secondary Deed of Company Arrangement  Page 3
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            “Environmental Law” means all applicable laws and authorisations concerning health,
            safety, biodiversity, dangerous substances or matters related to the protection or
            rehabilitation of the environment.

            “Environmental Claim” means any administrative, regulatory or judicial action, suit,
            demand, order, letter, claim, notice of non-compliance or violation or investigation or
            proceeding conducted or initiated by any Governmental Agency as a result of, under or in
            connection with any obligation under, or violation of, Environmental Law which could
            reasonably be expected to give rise to any remedy or penalty (whether interim or final).

            "Exchange Rate" has the meaning given to it in the Principal Deed.

            “Existing Assets Pool” has the meaning given to that term in the Principal Deed.

            "FH" means Ferrier Hodgson.

            “FH Report” means the report of FH to Bondco dated 22 May 2003, a copy of which has
            been reviewed by the Deed Administrators [and (subject to the prior written consent of
            FH) is available for inspection upon request].

            “Governmental Agency” means any government or any governmental, semi-
            governmental, administrative, fiscal or judicial body, department, commission, authority,
            tribunal, agency or entity.

            “Guarantors” means Newmont Yandal Operations Pty Ltd, Great Central Investments
            Pty Limited, Great Central Holdings Pty Limited, Eagle Mining Pty Limited, Hunter
            Resources Pty Limited, Quotidian No 117 Pty Limited, Matlock Mining Pty Limited, Great
            Central Mines Pty Limited, Matlock Castellano Pty Limited, Australian Metals Corporation
            Pty Limited, Clynton Court Pty Limited, Newmont Wiluna Mines Pty Limited, Newmont
            Gold Pty Limited and Newmont Wiluna Metals Pty Limited.

            “Hedge Claim” means a Claim by a Hedge Creditor in respect of a Hedging Contract.

            “Hedge Creditor” means:
            (a)         the Related Hedge Creditor; and
            (b)         the Unrelated Hedge Creditor.

            “Hedging Contract” means an International Swap Dealers Association or other form of
            derivatives master agreement and all written confirmations of such hedging contract.

            “Indenture” means the Indenture dated 7 April 1998 pursuant to which NYOL issued the
            Notes.

            “Lease” means any lease, licence or other agreement to which a Lessor is a party.

            “Lessor” means any person who is the legal or beneficial owner of, or holds a leasehold
            or security interest in, property that is used or occupied by or in the possession of
            Subsidiary or in relation to which Subsidiary is liable at the Appointment Date to pay any
            amount in connection with the occupation of the property.

            “Newmont” means Newmont Mining Corporation, a Delaware Corporation.


Arnold Bloch Leibler                                          Secondary Deed of Company Arrangement  Page 4
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            “Non Assumed Claim” means a Claim which is not an Assumed Claim.

            “Non Participating Creditor” means the Related Hedge Creditor, the Related Note
            Creditor and the Performance Bond Creditor.

            “Non Participating Creditor Claim” means each Claim by a Non Participating Creditor
            against Subsidiary.

            “Note” means each of the outstanding 8 ⅞ % senior notes due 2008 of NYOL.

            “Note Claim” means a Claim by a Note Creditor in respect of a Note issued under the
            Indenture.

            “Note Creditor” means:
            (a)         each Related Note Creditor; and
            (b)         each Unrelated Note Creditor.

            “NYOL” means Newmont Yandal Operations Pty Limited ACN 007 066 766.

            “NYOL Group Company” means a company in the NYOL Group.

            “NYOL Group” means Adminco and each Ongoing Company.

            “Ongoing Company” means each company listed in schedule 1.

            “Ongoing Employees” means each Employee of Subsidiary as at the Commencement
            Date.

            “Ongoing Trade Creditors” means
            (a)         each person who supplies goods or services to Subsidiary in the ordinary course
                        of business of the Subsidiary; and
            (b)         each person who is a party to any joint venture, farm in or farm out agreement
                        with Subsidiary,
            but for the avoidance of doubt, does not include a party to a Contract in respect of which:
            (c)         a disclaimer notice pursuant to clause 18 of the Principal Deed; or
            (d)         a Disclaimer Notice,
            has been given.

            "Other Secondary Deed" means a deed of company administration of a NYOL Group
            Company other than the Principal Deed or this Deed.

            “Owner” means any person who is the legal or beneficial owner of property used or
            occupied by or on behalf of or in the possession of Subsidiary at the Appointment Date.

            “Participating Creditor” means each Deed Creditor other than each Non Participating
            Creditor.

            "Participating Creditor Claim" means each Claim other than a Non Participating Claim.


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            “Performance Bonds” means the performance bonds issued in relation to the
            obligations of Newmont Wiluna Gold Pty Ltd.

            “Performance Bond Creditor” means Australia and New Zealand Banking Group
            Limited in its capacity as issuer of the Performance Bonds and holder of an authority to
            appropriate and set off a term deposit held as security in respect of the Performance
            Bonds.

            “Plover Bore Sale Agreement” means the sale agreement dated 9 May 1994 between
            Mark Creasy and NYOL, as varied by deeds of variation dated 3 February 1995, 1
            November 1996, 28 October 1997, 27 October 1998, 7 February 2000 and 23 October
            2000.

            “Plover Bore Access Deed” means the access deed dated 22 June 1995 between Mark
            Creasy and NYOL.

            “Premises” means any Real Property used, occupied by or in the possession of
            Subsidiary or in relation to which Subsidiary may be liable on the Appointment Date and
            which is not owned by Subsidiary.

            “Principal Deed” means the Deed of Company Administration of Adminco, a copy of
            which is attached as schedule 2.

            “Real Property” means a legal or equitable estate or interest in real property of any
            description and includes, without limitation, any tenements.

            “Regulations” means the Corporations Regulations 2001 (Cth).

            “Related Body Corporate” has the meaning given to that term in section 9 of the Act.

            “Related Hedge Creditor” means Bondco, in its capacity as the counterparty to each
            Related Hedging Contract.

            “Related Hedging Contract” means each Hedging Contract between NYOL and
            Bondco.

            “Related Note” means each Note which is held by Bondco.

            “Related Note Creditor” means Bondco, in its capacity as the holder of each Related
            Note.

            “Released Party” means:
            (a)         each NYOL Group Company;
            (b)         each current, former and future director and employee of NYOL Group; and
            (c)         each adviser, lawyer, auditor, accountant, agent, stockholder, successor, assign,
                        other representative or contractor of any person specified in paragraph (a) or (b).

            “Resolution” means a resolution passed at a meeting of Deed Creditors convened in
            accordance with this Deed.




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            “Revocation Deed” means a deed of revocation pursuant to clause 4.5 of the ASIC
            Deed of Cross Guarantee.

            “Second Creditors Meeting” means the meeting of Deed Creditors convened under
            section 439A(1) of the Act.

            “Section 439C Resolution” means the Resolution passed in accordance with Section
            439C of the Act.

            “Shared Services Agreement” means the shared services agreement dated [# July
            2003] between Newmont Mining Services Pty Ltd, NYOL and Newmont.

            “Sunset Date” means 22 September 2003.

            “Termination Date” means the date upon which this Deed is terminated pursuant to
            clause 5 of this Deed.

            “Unrelated Hedge Creditor” means J Aron & Co or its successors and assigns (other
            than the Related Hedge Creditor, if applicable).

            “Unrelated Hedging Contract” means the Hedging Contract dated 1 April 1998 between
            the Unrelated Hedge Creditor and NYOL.

            “Unrelated Note” means each Note which is held by an Unrelated Note Creditor.

            “Unrelated Note Creditor” means each holder of a Note other than Bondco.

            “Voluntary Administration Period” means the period of time commencing on the
            Appointment Date and concluding on the Commencement Date.

1.2         Interpretation
            In this Deed, unless the subject or context otherwise requires:
            (a)         words importing the singular include the plural and vice versa;
            (b)         words importing any one gender include the other gender and vice versa;
            (c)         words importing natural persons include corporations, firms, unincorporated
                        associations, partnerships, trusts and any other entities recognised by law and
                        vice versa;
            (d)         words “written” and “in writing” include any means of visible reproduction of words
                        in a tangible and permanently viable form;
            (e)         if a word or phrase is defined, other clauses of speech and grammatical forms of
                        that word or phrase have corresponding meanings;
            (f)         reference to clauses and schedules are references to clauses and schedules of
                        this Deed;
            (g)         references in this Deed to any statutory enactment or law will be construed as
                        references to that enactment or law as amended or modified or re-enacted from
                        time to time and to the corresponding provisions of any similar enactment or law
                        of any other relevant jurisdiction; and



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            (h)         references in this Deed to sections will be construed as references to sections of
                        the law;
            (i)         references to (or to any specified provision of) this Deed or to any other
                        agreement or document will be construed as references to (that provision of) this
                        Deed or that other agreement or document as amended, substituted, novated,
                        supplemented, varied or replaced with the agreement of the relevant parties and
                        in force at any relevant time;
            (j)         a construction that would promote the purpose or object underlying this Deed
                        (whether or not stated in this Deed) is to be preferred to a construction that would
                        not promote that purpose or object;
            (k)         headings in this Deed are for the purpose of more convenient reference only and
                        do not form part of this Deed or affect its construction or interpretation;
            (l)         a reference to “a Form” means a reference to the applicable form as set out in
                        schedule One of the Regulations, with such modification as the Voluntary
                        Administrators or the Deed Administrators (as the case may be) consider
                        appropriate to adapt the Form to the circumstances for which the Form is to be
                        used under this Deed;
            (m)         a term or expression not otherwise defined in this Deed will have the same
                        meaning, if any, as provided for in the Act provided that meaning is not
                        inconsistent with the purpose or object of this Deed;
            (n)         a reference to “$”, “AUD”, “dollar” or “cents” is a reference to lawful currency of
                        Australia;
            (o)         no rule of construction which might otherwise apply to the disadvantage of a party
                        because that party was responsible for the preparation of this Deed or any part of
                        it shall be applicable to this Deed; and
            (p)         a reference to "assets" includes every kind of property, asset, interest, revenue or
                        right of every description (whether real, personal or mixed, tangible or intangible),
                        including a chose in action.

1.3         Prescribed Provisions
            Unless otherwise provided in this Deed, the provisions of schedule 8A of the Regulations
            will not apply to or be incorporated in this Deed.

1.4         Inconsistency with Act
            If there is any inconsistency between the provisions of this Deed and the Act or
            Regulations, this Deed will prevail to the extent permitted by law.

1.5         Other Inconsistencies
            If there is any inconsistency between the provisions of this Deed and the constitution of
            Subsidiary or any other obligation binding on Subsidiary, the provisions of this Deed will
            prevail to the extent of the inconsistency, and all persons bound by this Deed agree to
            sign all documents and do all things necessary to remove such inconsistency, the costs
            of which will be borne by Subsidiary.




Arnold Bloch Leibler                                                Secondary Deed of Company Arrangement  Page 8
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1.6         Business Days
            Except where otherwise expressly provided, if the day on or by which any act, matter or
            thing is to be done as required by this Deed is a day other than a Business Day, such
            act, matter or thing shall be done on the next Business Day.

1.7         Successors and Assigns
            The obligations and liabilities imposed and rights and benefits conferred on the parties
            under this Deed will be binding upon and enure in favour of the respective parties and
            each of their respective successors in title, legal personal representatives and permitted
            assigns.


2           Commencement of this Deed
2.1         Operative date
            Subject to clauses 2.2, 2.3, 2.4, 3 and 12, this Deed takes effect on the Commencement
            Date.

2.2         Interim effect
            If a person would be bound by this Deed if it had already been executed by that person,
            at any time after the Section 439C Resolution is passed, but before this Deed is
            executed, that person must not:
            (a)         do anything inconsistent with this Deed except with the leave of the Court; or
            (b)         do any of the following:
                        (i)          make an application for an order to wind up Subsidiary;
                        (ii)         proceed with any application made before this Deed became binding on
                                     the person;
                        (iii)        begin or proceed with a proceeding against Subsidiary or in relation to
                                     any of its property except with the leave of the Court and in accordance
                                     with such terms (if any) as the Court imposes; or
                        (iv)         begin or proceed with any Enforcement Process in relation to property of
                                     Subsidiary except with the leave of the Court and in accordance with such
                                     terms (if any) as the Court imposes.

2.3         Management services
            Prior to this Deed coming into full force and effect, Newmont Mining Services Pty Ltd
            may, on giving five (5) Business Days’ notice to the Voluntary Administrators and Deed
            Administrators, cease to provide management services under the Shared Services
            Agreement to Subsidiary.

2.4         Execution of Deed
            Each person named as a party to this Deed must execute this Deed within five (5)
            Business Days after the Section 439C Resolution is passed.




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3           Conditional effect of Deed
3.1         Conditions Precedent
            Notwithstanding any other provision of this Deed:
            (a)         this Deed shall have no force or legal effect unless and until the Principal Deed
                        and each Other Secondary Deed comes into full force and effect in accordance
                        with its terms; and
            (b)         subject to clause 3.1(a), except for clauses [2, 6.1, 7, 8, 10, 14, 21, 28, 29, 32,
                        33, 34, 35, 36 and 37] this Deed shall have no force or legal effect unless and
                        until NAL has paid the NAL Contribution in accordance with the Principal Deed.

3.2         Date for Satisfaction
            If, as a result of clause 3.1(a), this Deed has not come into full force and effect on or prior
            to 5.00pm on the Sunset Date, this Deed shall terminate automatically at 5.00pm on the
            Sunset Date.


4           Purpose and objects
            The purposes and objects underlying this Deed are to provide for the business, property
            and affairs of Subsidiary to be administered in a way that:
            (a)         maximises the chances of Subsidiary or as much as possible of its business,
                        continuing in existence;
            (b)         as set out in the Background of this Deed and based on the estimated return to
                        creditors on a winding up of the NYOL Group (estimated in the FH Report as
                        being between 12 and 25 cents in the dollar), results in a better return for the
                        Participating Creditors of Subsidiary than would result from an immediate
                        winding-up of Subsidiary; and
            (c)         facilitates a commercial resolution to the financial difficulties of Subsidiary without
                        unnecessary impediment or legal dispute.


5           Termination
5.1         Termination of the Deed Period
            Subject to clause 3.2, this Deed will terminate on the earlier of:
            (a)         if Subsidiary has complied with the provisions of clause 13, the Commencement
                        Date; and
            (b)         14 days after the Commencement Date.

5.2         Previous operation of this Deed preserved
            In accordance with Section 445H of the Act, the termination or avoidance, in whole or in
            part, of this Deed does not affect the previous operation of this Deed.

5.3         Lodgement of ASIC Documents
            The Deed Administrators must promptly do all things and sign and lodge all forms
            necessary with ASIC in relation to the termination of this Deed.


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5.4         Power of Attorney
            The Deed Administrators appoint Subsidiary and each of its directors severally as its
            attorney to do all things and sign and lodge all forms contemplated by clause 5.3.


6           Deed Administrators
6.1         Acceptance of Appointment
            The Deed Administrators:
            (a)         accept the appointment as administrators of this Deed;
            (b)         agree to act as administrators of this Deed during the Deed Period or until the
                        Deed Administrators retire or are removed from office in accordance with this
                        Deed or the Act; and
            (c)         agree to:
                        (i)          perform all actions and things to be performed by them; and
                        (ii)         make all decisions required to be made by them,
                        under or in connection with this Deed in a reasonably expeditious manner.

6.2         Role of Deed Administrators
            The Deed Administrators will administer this Deed.

6.3         General powers and duties of Deed Administrators
            The Deed Administrators will have the powers, functions and duties that are conferred or
            imposed upon them by this Deed or the Act, for the purpose of implementing and
            administering this Deed.

6.4         Specific powers
            Without limiting clause 6.3, the Deed Administrators will have the following powers during
            the Deed Period:
            (a)         to convene and hold meetings of Deed Creditors for any purpose the Deed
                        Administrators think fit;
            (b)         to disclaim any Contract of Subsidiary;
            (c)         to sign all documents and do all things reasonably necessary to administer this
                        Deed and perform their functions and fulfil their duties under this Deed;
            (d)         to appoint a solicitor, accountant or other professionally qualified person to assist
                        the Deed Administrators;
            (e)         to make an application to the Court in connection with this Deed or its
                        administration;
            (f)         to comply with any order or direction of the Court in connection with this Deed or
                        its administration;
            (g)         to do anything that is incidental to exercising a power set out in this clause; and
            (h)         to do anything else that is necessary for the purpose of administering this Deed.



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6.5         Limitation of rights of Deed Administrators
            The Deed Administrators will not have:
            (a)         control of Subsidiary or of Subsidiary’s business, assets or affairs;
            (b)         any right to use the name of Subsidiary;
            (c)         any right to:
                        (i)          enter into any agreement or incur any liability; or
                        (ii)         do any act or thing,
                        on behalf of Subsidiary; or
            (d)         power to do any thing that is not specifically set out in this Deed or that is
                        necessary for the administration of this Deed.

6.6         Return of property
            The Deed Administrators, must upon request of Subsidiary or of its directors, return or
            deliver to Subsidiary, as directed, all assets, property, financial instruments, cash and
            any thing else in the possession or control of the Deed Administrators.

6.7         Deed Creditors not to object
            Deed Creditors will not do anything which has or may have the purpose or effect of
            hindering, frustrating, inhibiting or preventing the exercise by the Deed Administrators of
            any of their powers or the matter or thing sought to be achieved by the Deed
            Administrators through the exercise of any of their powers.

6.8         No investigation
            The Deed Administrators will not investigate Subsidiary’s business, assets, affairs or
            financial circumstances.


7           Administrators’ remuneration and costs
7.1         Voluntary Administrators’ remuneration
            The Voluntary Administrators will be:
            (a)         remunerated by Adminco in respect of any work done by the Voluntary
                        Administrators, and any partner or employee of the Voluntary Administrators; and
            (b)         reimbursed by Adminco in respect of all costs, fees and expenses incurred, in
                        connection with the performance of their duties, obligations and responsibilities
                        as administrators of Subsidiary;
            all in accordance with the Principal Deed.

7.2         Deed Administrators’ remuneration
            The Deed Administrators will be:
            (a)         remunerated by Adminco in respect of any work done by the Deed
                        Administrators, and any partner or employee of the Deed Administrators; and
            (b)         reimbursed by Adminco in respect of all costs, fees and expenses incurred,



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            in connection with the performance of their duties, obligations and responsibilities under
            this Deed in accordance with the Principal Deed.


8           Administrators’ indemnity
8.1         Indemnity
            The Voluntary Administrators and the Deed Administrators will be indemnified in
            accordance with the Principal Deed.

8.2         Deed Administrators Transactions Not Set Aside in Winding Up
            All persons bound by this Deed acknowledge and agree that a payment made,
            transaction entered into or any other act or thing done in good faith by, or with the
            consent of, the Voluntary Administrators or the Deed Administrators:
            (a)         is valid and effectual; and
            (b)         is not liable to be set aside in a winding up of Subsidiary.

8.3         Limitation of Administrators’ liability
            To the extent permissible under the Act, the Voluntary Administrators’ and the Deed
            Administrators’ will not be personally liable for:
            (a)         any debt payable by or liabilities incurred by the Voluntary Administrators being
                        debts or liabilities payable or incurred on behalf of Subsidiary in relation to the
                        administration of Subsidiary;
            (b)         any debt payable by or liabilities incurred by the Deed Administrators being debts
                        or liabilities payable or incurred in the performance of their duties, functions or
                        powers under this Deed;
            (c)         any loss or damage caused by any act, default or omission by the Voluntary
                        Administrators or on behalf of the Voluntary Administrators in the performance of
                        the Voluntary Administrators’ powers, functions and duties as administrator of
                        Subsidiary; or
            (d)         any loss or damage caused by any act, default or omission by the Deed
                        Administrators or on behalf of the Deed Administrators in the performance of the
                        Deed Administrators’ powers, functions and duties under this Deed.


9           Voluntary Administrators’ and Deed Administrators’ release
            With effect from the Termination Date and other than in the case of the gross negligence,
            recklessness or wilful default of the Voluntary Administrators or the Deed Administrators,
            each person bound by this Deed forever releases and discharges the Voluntary
            Administrators and the Deed Administrators, their servants and agents to the fullest
            extent possible under the Act and the common law from all actions, suits, claims and
            demands in respect of all debts, demands or claims against the Voluntary Administrators
            or the Deed Administrators and their servants and agents by such persons, whether in
            respect of acts, matters and things done or omitted to be done under and pursuant to this
            Deed or otherwise.




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10          Moratorium created by this Deed
10.1        This Deed binds all persons
            This Deed binds:
            (a)         in accordance with Section 444D(1) of the Act, all Deed Creditors;
            (b)         in accordance with Section 444G of the Act, Subsidiary, its officers and members
                        and the Deed Administrators; and
            (c)         in accordance with Section 444D(3) of the Act, any Owner or Lessor who voted in
                        favour of the Section 439C Resolution.

10.2        Restrictions on persons bound by this Deed
            As from the Commencement Date, a Participating Creditor must not, in relation to its
            Claim:
            (a)         make an application for an order to wind up Subsidiary;
            (b)         proceed with any application made before this Deed became binding on the
                        Participating Creditor;
            (c)         begin or continue any proceeding against Subsidiary or in relation to any of its
                        property except with the leave of the Court and in accordance with such terms (if
                        any) as the Court imposes;
            (d)         begin or continue with any Enforcement Process in relation to the property of
                        Subsidiary except with leave of the Court and in accordance with such terms (if
                        any) as the Court imposes;
            (e)         take any step to exercise or enforce any right or entitlement it may have under
                        any Contract with Subsidiary that gave rise to the Claim;
            (f)         take any action whatsoever to seek to recover any part of its Claim other than
                        pursuant to this Deed; or
            (g)         commence or take any further step in any arbitration against Subsidiary or to
                        which Subsidiary is a party.

10.3        Deed Administrators not liable
            The Deed Administrators are not liable to an action or other proceeding for damages or
            other remedy in respect of a refusal to give an approval or consent for the purposes of
            this Deed or the administration of this Deed.

10.4        No termination event
            Except as provided by this Deed, if:
            (a)         the appointment of the Voluntary Administrators as administrators of Subsidiary;
                        or
            (b)         the execution or performance of this Deed or anything contained in or
                        contemplated in this Deed,




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            would constitute or cause or may give rise to or lead to an event of default or breach of
            any Contract with a person or give rise to a right or entitlement under or in relation to a
            Contract with a person (“Trigger Event”) and if:
            (c)         at the Second Creditors’ Meeting that person voted in favour of the resolution that
                        Subsidiary execute this Deed; or
            (d)         that person is bound by this Deed,
            that event of default, breach, right or entitlement is deemed to be waived and of no effect
            and that person is absolutely and unconditionally barred from exercising a remedy, taking
            an action in relation to, or terminating, repudiating or rescinding the relevant Contract or
            otherwise doing or omitting to do anything else as a consequence of the occurrence of
            the Trigger Event.

10.5        No derogation
            For the avoidance of any doubt whatsoever, nothing in this clause 10 shall derogate in
            any way from:
            (a)         any release or discharge granted by any Participating Creditor under clauses 14
                        or 15; or
            (b)         the ability of any Non Participating Creditor to take any of the actions stipulated in
                        clause 10.2 in relation to any Non Participating Creditor Claim.


11          Conduct of Business during Deed Period
11.1        Deed Period
            Notwithstanding this Deed, from the Commencement Date (subject to the sequence of
            events set out in Clause 12) and continuing throughout the Deed Period:
            (a)         Subsidiary’s officers will have full control of Subsidiary and of its business, assets
                        and affairs, to the exclusion of the Deed Administrators;
            (b)         without derogating from the provisions of clause (a), Subsidiary will continue to
                        operate its business in the ordinary course including, without limitation to:
                        (i)          perform and comply with its obligations under each Lease to which it is a
                                     party;
                        (ii)         perform and comply with its obligations under each Contract to which it is
                                     a party which has not been disclaimed by the Deed Administrators under
                                     the provisions of this Deed the Principal Deed or any Other Secondary
                                     Deed;
                        (iii)        pay each of its Ongoing Trade Creditors in accordance with the terms of
                                     any Contract between such Ongoing Trade Creditors and Subsidiary; and
                        (iv)         employ each of its Ongoing Employees in accordance with their contracts
                                     of employment with Subsidiary; and
            (c)         Newmont Mining Services Pty Ltd may, on giving five (5) Business Days’ notice
                        to the Deed Administrators, cease to provide management services under the
                        Shared Services Agreement to Subsidiary.




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11.2        Transfer
            On the Commencement Date, the Voluntary Administrators will transfer to the Existing
            Assets Pool of the Distribution Fund, all cash, gold inventory and other liquid deposits
            held by them on the Commencement Date.

11.3        Consent
            Each person bound by this Deed consents to the transfer of all cash, gold inventory and
            other liquid deposits held by the Voluntary Administrators on the Commencement Date,
            to the Existing Assets Pool of the Distribution Fund.


12          Sequence of events on the Commencement Date
            On the Commencement Date, the following events shall occur in the following order:
            (a)         first, the voluntary administrators of Subsidiary will transfer to the Existing Assets
                        Pool of the Distribution Fund, any cash, gold inventory and other liquid deposits
                        of Subsidiary held by them on the Commencement Date, in accordance with
                        clause 13 of the Principal Deed;
            (b)         second, Adminco will assume all liability in respect of the Assumed Claims in
                        accordance with clause 13 of this Deed and with clause 14 of the Principal Deed;
            (c)         third, subject to Adminco assuming all liability in respect of the Assumed Claims
                        in accordance with clause 13 of this Deed and clause 14 of the Principal Deed
                        this Deed will terminate in accordance with the provisions of clause 5.1(a) of this
                        Deed;
            (d)         fourth, the Claims of each Participating Creditor will be discharged in accordance
                        with the provisions of clause 15 of the Principal Deed and clause 14 of this Deed;
            (e)         fifth, Adminco shall cease to be a party to the ASIC Deed of Cross Guarantee
                        and Adminco shall be released from any liability of any kind that it may have or
                        have had under the ASIC Deed of Cross Guarantee, in accordance with the
                        provisions of the Principal Deed; and
            (f)         sixth, each Participating Creditor shall grant the releases and discharges
                        contemplated under clauses 13.3(b), 14.3, and 15, of this Deed and clauses
                        14.4(b), 14.5, 15.3, 16.1, 16.2 and 16.3 of the Principal Deed.


13          Assumption of assumed claims
13.1        Assumption Deed
            On the Commencement Date, Subsidiary will, in accordance with the Principal Deed:
            (a)         execute the Assumption Deed; and
            (b)         novate all liability in respect of the Assumed Claims to Adminco.

13.2        Acknowledgements of Ongoing Company and Deed Creditors
            Subsidiary, each member of Subsidiary and each Deed Creditor acknowledges and
            agrees that Adminco will assume all liability in respect of the Assumed Claims pursuant
            to the terms of the Assumption Deed.



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13.3        Consent
            Each person bound by this Deed:
            (a)         consents to the novation of all liability in respect of the Assumed Claims pursuant
                        to the terms of the Assumption Deed; and
            (b)         releases and forever discharges Subsidiary from all liability in respect of the
                        Assumed Claims, including any liability that exists as a consequence of
                        Subsidiary:
                        (i)          having provided an indemnity or guarantee or otherwise having done
                                     anything which makes an amount provable in respect of the Assumed
                                     Claim a debt payable by Subsidiary; or
                        (ii)         being jointly and severally liable for any reason in respect of an Assumed
                                     Claim,
                        upon the execution of the Assumption Deed by Adminco.

13.4        Acknowledgement regarding assets of Ongoing Companies
            Without derogating from any of the other provisions of clause 13, nothing in this Deed:
            (a)         shall result in any asset of Subsidiary being transferred to or assigned to
                        Adminco; or
            (b)         shall result in the Deed Administrators having any rights to ownership or
                        possession of or to make any claim against any asset of Subsidiary,
            other than any cash, gold inventory or other liquid deposits held by the Voluntary
            Administrators on the Commencement Date.


14          Discharge of Claims
14.1        Discharge and Termination of Indenture in relation to Unrelated Note Creditors
            (a)         Subject to clause 14.1(b), on and from the Commencement Date:
                        (i)          the Indenture and each Unrelated Note is terminated and forever
                                     discharged in relation to the Unrelated Note Creditors;
                        (ii)         all obligations and rights of the Unrelated Note Creditors in relation to the
                                     Indenture and each Unrelated Note, however arising, whether pursuant to
                                     contract, statute, law or equity, are forever discharged; and
                        (iii)        the Unrelated Note Creditors will have no rights or entitlements
                                     whatsoever under or in relation to the Indenture and each Unrelated Note
                                     other than an entitlement to receive a distribution pursuant to this Deed.
            (b)         Each person bound by this Deed agrees and acknowledges that clause 14.1(a)
                        does not and shall not be construed in any way as terminating the Indenture and
                        each Related Note in relation to the Related Note Creditor, if the Unrelated Note
                        is acquired by Bondco in accordance with clause 17 of the Principal Deed, the
                        Unrelated Note.

14.2        Discharge and Termination of Unrelated Hedging Contract
            (a)         Subject to clause 14.2(b), on and from the Commencement Date:
                        (i)          the Unrelated Hedging Contract is terminated and forever discharged;

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                        (ii)         all obligation and rights of the Unrelated Hedge Creditor in relation to the
                                     Unrelated Hedging Contract, however arising, whether pursuant to
                                     contract, statute, law or equity, are forever discharged; and
                        (iii)        the Unrelated Hedge Creditor will have no rights or entitlements
                                     whatsoever under or in relation to the Unrelated Hedging Contract other
                                     than an entitlement to receive a distribution pursuant to this Deed.
            (b)         Each person bound by this Deed agrees and acknowledges that clause 14.2
                        does not and shall not be construed in any way as terminating each Hedging
                        Contract in relation to the Related Hedge Creditor or, if the Unrelated Hedge
                        Contract is acquired by Bondco in accordance with clause 17 of the Principal
                        Deed, the Unrelated Hedge Contract.

14.3        Discharge of other Claims
            On and from the Commencement Date:
            (a)         each Claim of a Participating Creditor is terminated and forever discharged;
            (b)         all obligation and rights of each Participating Creditor in relation to any Claim,
                        however arising, whether pursuant to contract, statute, law or equity, is forever
                        discharged; and
            (c)         each Participating Creditor will have no rights or entitlements whatsoever under
                        or in relation to its Claim other than an entitlement to receive a distribution
                        pursuant to the Principal Deed.


15          Releases
15.1        Release by Unrelated Note Creditors and Unrelated Hedge Creditor
            On and from the Commencement Date:
            (a)         each Unrelated Note Creditor and the Unrelated Hedge Creditor releases and
                        forever discharges each Released Party from any Note Claim or Hedge Claim
                        that that Unrelated Note Creditor or Unrelated Hedge Creditor (as the case may
                        be) has against that Released Party; and
            (b)         each Released Party will have no obligation or liability of any nature, in any
                        jurisdiction and no matter how arising, to an Unrelated Note Creditor or the
                        Unrelated Hedge Creditor in respect of that Note Claim or Hedge Claim.

15.2        Release by other Participating Creditors
            On and from the Commencement Date:
            (a)         each Participating Creditor releases and forever discharges each Released Party
                        from any Claim it has against that Released Party; and
            (b)         each Released Party will have no obligation or liability of any nature, in any
                        jurisdiction and no matter how arising, to a Participating Creditor in respect of any
                        such Claim.

15.3        Further Release
            On and from the Commencement Date, this Deed constitutes the express waiver by each
            Participating Creditor of, and full and final release and discharge by each Participating
            Creditor of each Released Party from, any and all claims, demands, causes of action and

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            liabilities of any kind, including, without limitation, any liability arising under the securities
            laws of the United States of America or any state thereof or the laws of Australia or any
            state thereof by reason of any act, omission, transaction or occurrence, that each
            Participating Creditor ever had, now has, or hereafter may otherwise have had against
            any of the Released Parties as a result of or in any manner related to all actions, suits,
            claims, damages, expenses, costs, liabilities, losses, causes of action, demands and
            proceedings of any kind in connection with or that may be related in any way to a Claim
            or an Assumed Claim (collectively, the “Released Claims”), and the agreement of each
            Participating Creditor to refrain and forbear from in any manner initiating, instituting,
            encouraging or participating in any lawsuit, action or other proceeding against any of the
            Released Parties which is based upon any of the Released Claims.

15.4        Benefit for non parties
            (a)         The Deed Administrators will hold the benefit of clause 15.3 for each person
                        specified in clause 15.3 that is not a party to this Deed, on trust for that party.
            (b)         Each Participating Creditor acknowledges and agrees that the provisions of this
                        Deed are intended to be for the benefit of each Released Party and that each
                        Released Party is entitled to enforce the provisions of this Deed and that in
                        relation to those persons, this Deed operates as a deed poll.

15.5        Deed of Release
            Within five (5) Business Days of a written request by NAL to do so, the Deed
            Administrators will execute the Deed of Release and deliver it to NAL.

15.6        Continued ability to prove
            The provisions of clauses 14 and 15 will not prevent a Participating Creditor from proving
            in the administration for the amount of their Claim in accordance with clause 23 and the
            Principal Deed.


16          Disclaimer of Contracts
16.1        Power to disclaim
            During the Deed Period, the Deed Administrators may disclaim any Contract of
            Subsidiary by giving a Disclaimer Notice to the relevant Participating Creditor.

16.2        Effect of disclaimer
            Upon receipt (or deemed receipt) of a Disclaimer Notice:
            (a)         the Contract to which the Disclaimer Notice relates is terminated and forever
                        discharged;
            (b)         all obligations and rights of the parties in relation to that Contract, however
                        arising, whether pursuant to contract, statute, law or equity, are forever
                        discharged; and
            (c)         the Participating Creditors to which that Disclaimer Notice was given will have no
                        rights or entitlements whatsoever under or in relation to that Contract other than a
                        right to receive a distribution pursuant to this Deed in respect of the Contract to
                        which the disclaimer relates.




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16.3        Direction to disclaim
            Without derogating from the provisions of clauses 16.1 and 16.2, during the Secondary
            Deed Period, NAL may, by notice to the Deed Administrators, require the Deed
            Administrator to deliver a Disclaimer Notice in connection with any Contract. The Deed
            Administrators shall deliver a Disclaimer Notice in respect of that Contract within the
            Secondary Deed Period.


17          Giving Effect to Discharges, Releases and Disclaimers
17.1        Obligations of Participating Creditors
            Each Participating Creditor must do all things and sign all documents necessary or
            reasonably considered necessary or desirable by the Deed Administrators for the
            purpose of giving effect to the provisions of clauses 13, 14, 15 and 16.

17.2        Power of attorney
            Each Participating Creditor irrevocably appoints the Deed Administrators severally as its
            attorney for the purpose of doing all things and signing all documents contemplated by
            clause 17.1 as security for the performance by that Participating Creditor of its obligations
            under clause 17.1.

17.3        Limitation on attorney
            An attorney appointed under clause 17.2 may only exercise any of that attorney’s powers
            under clause 17.2, if the relevant Participating Creditor has first been requested in writing
            to do the relevant act or sign the relevant document and has failed to do so within five
            (5) Business Days of receiving such request.

17.4        Bar to Claim
            This Deed may be pleaded in absolute bar of any action, counterclaim, cross-claim, set
            off, proceeding or suit which may have been or may subsequently be brought or
            prosecuted or relied upon by a Participating Creditor in any jurisdiction against Subsidiary
            in respect of any of its Discharged Claims or any discharge or release granted by it under
            any provision of this Deed or any Deed of Release.


18          Employees
18.1        Employees
            (a)         This Deed will not affect the past, or, in respect of an Ongoing Employee,
                        continued, employment by Subsidiary of an Employee.
            (b)         As from the Commencement Date, each Ongoing Employee will continue,
                        notwithstanding this Deed, to be employed and paid by Subsidiary in the ordinary
                        course in accordance with their contracts of employment.
            (c)         To the extent that Subsidiary is unable to meet its obligations to any Ongoing
                        Employee, NAL undertakes to satisfy such obligations.

18.2        Employee Entitlement Indemnity
            Each person bound by this Deed acknowledges that, under the Principal Deed and
            subject in all respects to the order of priority set out in the Principal Deed, Adminco


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            indemnifies Subsidiary in respect of any of the following amounts which may be owing by
            Subsidiary to Employees (other than Ongoing Employees):
            (a)         wages and superannuation contributions payable by Subsidiary in respect of
                        services rendered to Subsidiary before the Appointment Date;
            (b)         next, amounts due in respect of injury compensation, being compensation the
                        liability for which arose before the Appointment Date;
            (c)         next, all amounts due on or before the Appointment Date because of an industrial
                        instrument to, or in respect of leave of absence; and
            (d)         next, retrenchment payments.


19          Claims of Unrelated Note Creditors and Unrelated Hedge Creditor
19.1        Unrelated Note Creditors
            (a)         The amount of each Claim of an Unrelated Note Creditor is to be calculated
                        based upon the Exchange Rate as at the Calculation Date.
            (b)         The amount of each Claim of an Unrelated Note Creditor shall include the
                        amount of any Claim to be paid an amount of accrued or accelerated (but unpaid)
                        interest (however characterised).

19.2        Unrelated Hedge Creditor
            The amount of a Claim of the Unrelated Hedge Creditor is to be calculated in accordance
            with the independently verified calculation of Standard Risk and Treasury Management
            Services (Pty) Ltd as at 22 May 2003, a copy of which is contained in schedule 8 of the
            Principal Deed.

19.3        Ability to prove
            For the avoidance of doubt, the maximum amount for which the Unrelated Note Creditors
            and the Unrelated Hedge Creditor may prove in the administration, is the amount
            calculated in accordance with clauses 19.1 and 19.2.


20          Owners and Lessors
20.1        Acknowledgments and agreements of Owners and Lessors
            Each Owner and Lessor bound by this Deed acknowledges and agrees that:
            (a)         the Voluntary Administrators have not, during the Voluntary Administration Period
                        or prior to or as at the Commencement Date, adopted, ratified or become liable to
                        any Lessor under any Lease; and
            (b)         the Deed Administrators will not adopt, ratify or become liable to any Lessor
                        under any Lease.

20.2        Voluntary Administrators not liable
            The Voluntary Administrators have not ratified, adopted or in any other manner become
            bound under, or become liable to any Lessor under, any Lease by virtue of:
            (a)         any discussions or correspondence they may have had or entered into with any
                        Lessor;


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            (b)         the use, occupation or possession of any Premises by Subsidiary,
            during the Voluntary Administration Period or prior to or as at the Commencement Date.


21          Members bound by Deed
            Members acknowledge that they are bound by this Deed.


22          Revocation of application of ASIC Deed of Cross Guarantee
            Each person bound by this Deed acknowledges and agrees that with effect as and from
            the Commencement Date, Adminco shall be construed as having been released from the
            ASIC Deed of Cross Guarantee and that a Revocation Deed:
            (a)         may be executed and lodged with ASIC in accordance with clause 4.5 of the
                        ASIC Deed of Cross Guarantee; and
            (b)         advertised publicly in accordance with clause 4.5(b) of the ASIC Deed of Cross
                        Guarantee,
            for the purpose of revoking the application of the ASIC Deed of Cross Guarantee to
            Adminco.


23          Ascertainment of claims
23.1        Creditors that may prove in the administration
            A Participating Creditor may prove in the administration in respect of a Claim of that
            Participating Creditor in accordance with the Principal Deed.

23.2        Payments
            A Participating Creditor is entitled to receive a distribution in respect of a Claim by that
            Participating Creditor under, subject to and in accordance with, the Principal Deed.

23.3        Property available to pay claims
            Each person bound by this Deed acknowledges that the Distribution Fund will be
            available to pay Discharged Claims of Participating Creditors in accordance with the
            terms of the Principal Deed. For the avoidance of doubt, no property of Subsidiary will be
            available for the payment of Claims or Discharged Claims of Participating Creditors.


24          Breach of Obligations
            If any Participating Creditor breaches any of its obligations under, or purports to take any
            action restricted by, any of clauses 2.2, 10, 13, 14, 15, 16 or 17, then without prejudice to
            any rights of NAL or the Deed Administrators under this Deed:
            (a)         if such breach occurs prior to that Participating Creditor receiving a distribution
                        under this Deed, then that Participating Creditor shall not be entitled to its
                        Entitlement until the Deed Administrators are satisfied that that Participating
                        Creditor is no longer in breach of any provision of this Deed; and




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            (b)         if such breach occurs after that Participating Creditor has received a distribution
                        under this Deed, then that Participating Creditor must immediately return to the
                        Deed Administrators the amount received by it under this Deed, until the Deed
                        Administrators are satisfied that that Participating Creditor is no longer in breach
                        of any provision of this Deed.


25          Books and assistance
25.1        During Deed Period
            During the Deed Period, Subsidiary must, if reasonably requested by the Deed
            Administrators, make available to the Deed Administrators all books, records and
            documents of Subsidiary for the purpose of the administration.

25.2        After Deed Period
            After the Deed Period, Subsidiary must provide such cooperation the Deed
            Administrators reasonably request for the purpose of conducting the administration of the
            Principal Deed, including allowing the Deed Administrators access to the books, records
            and other documents of Subsidiary.

25.3        Return of Books
            The Deed Administrators must return all such books, records and documents as soon as
            reasonably practicable.


26          Meetings of Deed Creditors
            Neither the Deed Administrators nor the Deed Creditors may convene a meeting of Deed
            Creditors other than in accordance with the Principal Deed.


27          Reports to Deed Creditors
27.1        Reports
            The Deed Administrators will not report to Deed Creditors under this Deed.

27.2        Reports under Principal Deed
            The Deed Administrators may report to Deed Creditors under and in accordance with the
            Principal Deed in their discretion.


28          Application to Court
28.1        Directions
            The Deed Administrators may only make an application to the Court under the Principal
            Deed.




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29          NAL bound only by this Deed
            Without abrogating from the provisions of section 445F of the Act, NAL:
            (a)         is only bound by this Deed by contract;
            (b)         will be released and discharged from any obligations it has under this Deed upon
                        any variation or amendment to this Deed, except as permitted under clause 30.


30          Variation
            (a)         The provisions of this Deed may be varied by Resolution passed at a meeting of
                        Deed Creditors convened under section 445F of the Act, only with the prior
                        written consent of NAL.
            (b)         Without derogating in any way from the provisions of clause 30(a) above, each
                        Deed Creditor undertakes not to vote in favour of any Resolution to vary this
                        Deed if NAL has notified it that such Resolution will adversely affect its rights
                        under this Deed.


31          Further acts
            All persons bound by this Deed will:
            (a)         exercise all such powers as are available to them;
            (b)         do all such acts and things;
            (c)         sign, execute and deliver all such documents and instruments; and
            (d)         provide assistance and co-operation,
            as may be reasonably required to give full effect to the provisions of this Deed.


32          Waiver
            The waiver by any of the persons bound by this Deed in respect of any breach by
            another person bound by this Deed of any of the provisions of this Deed will not be
            deemed to be a waiver in respect of any other breach or of any subsequent similar
            breach by a person bound by this Deed and no delay or omission on the part of a person
            to exercise or avail itself of any rights accruing to it under this Deed will operate as a
            waiver in respect of any default by another person under this Deed.


33          Notices
            All notices, requests, demands, requisitions, approvals, elections, consents or other
            communications (“notices”) required to be given or served or given or served to or upon
            any of the parties pursuant to or in connection with this Deed will be in writing in the
            English language and will be deemed to be duly given or made when delivered (in the
            case of facsimile provided confirmation of transmission has been received) to the party to
            which such notice is given or served at the address of such party as follows:




Arnold Bloch Leibler                                              Secondary Deed of Company Arrangement  Page 24
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33.1        If to the Deed Administrators:
            Address:                 c/- Korda Mentha
                                     Level 24, 333 Collins Street
                                     Melbourne, Victoria, Australia 3000
            Attention:
            Facsimile:               +61 3 8623 3399

33.2        If to Subsidiary:
            Address:                 c-/ Newmont Australia Limited
                                     100 Hutt Street
                                     Adelaide, South Australia,
                                     Australia, 5000
            Attention:               General Counsel
            Facsimile :              +61 8 8303 1900
            with a copy to:
            Address:                 Arnold Bloch Leibler
                                     Level 21, 333 Collins Street
                                     Melbourne, Victoria, Australia 3000
            Attention:               Leon Zwier
            Facsimile:               +61 3 9229 9900

33.3        If to NAL:
            Address:                 Newmont Australia Limited
                                     100 Hutt Street
                                     Adelaide, South Australia,
                                     Australia, 5000
            Attention:               General Counsel
            Facsimile :              +61 8 8303 1900
            with a copy to:
            Address:                 Arnold Bloch Leibler
                                     Level 21, 333 Collins Street
                                     Melbourne, Victoria, Australia 3000
            Attention:               Leon Zwier
            Facsimile:               +61 3 9229 9900
            or at such other address as the relevant party may specify for such purpose to the other
            parties by notice in writing. A written notice includes a notice by facsimile. Any notice
            given by facsimile on a day which is not a Business Day will be deemed despatched on
            the next succeeding Business Day. Any such notice may be given or signed on behalf of
            the party giving or serving the same by a director, secretary or other duly authorised
            person thereof.


34          Times
            If this Deed specifies a date or time by which a particular act or event occurs or must
            occur, the Deed Administrator may, without the prior consent of NAL but without the need
            to obtain the approval of Deed Creditors, whether at a meeting of creditors or otherwise,
            extend or vary that time or date.



Arnold Bloch Leibler                                                   Secondary Deed of Company Arrangement  Page 25
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35          Jurisdiction
            This Deed will be governed by and construed in accordance with the laws for the time
            being in force in the State of Victoria and the parties irrevocably submit to the jurisdiction
            of the Courts including any Courts having appellate jurisdiction from those Courts.


36          Survival
            Clauses [5.2 to 5.4, 8, 9, 10.3, 10.4, 11, 14, 15, 17, 18, 21, 27, 28, 29, 34,35,36 and 37]
            will survive the expiration or termination of this Deed.


37          Severance
            Any provision of this Deed which:
            (a)         the Court determines to be oppressive or unfairly prejudicial, or unfairly
                        discriminatory against, on or more creditors of Subsidiary; or
            (b)         is otherwise prohibited by or unlawful or unenforceable under any applicable law
                        actually applied by any court of competent jurisdiction,
            will, to the extent permitted by the Court or such law be severed from this Deed and
            rendered ineffective so far as is possible without modifying the remaining provisions of
            this Deed. If, however, the provisions of any such applicable law may be waived, each
            person bound by this Deed waives those provisions to the full extent permitted by such
            law to enable this Deed to constitute a valid and binding obligation enforceable according
            to its terms.


38          Counterparts
            This Deed may be executed in any number of counterparts, each of which when so
            executed will be deemed to be an original and such counterparts together will constitute
            one and the same deed.




Arnold Bloch Leibler                                             Secondary Deed of Company Arrangement  Page 26
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EXECUTED as a Deed.


SIGNED on behalf of NEWMONT                    )
AUSTRALIA LIMITED by its duly                  )
authorised representative in the presence of   )



Signature of witness                               Signature of representative



Name of witness (print)                            Name of representative (print)


SIGNED on behalf of [SUBSIDIARY]               )
(administrators appointed)                     )
(ACN        ) by its duly authorised           )
representative in the presence of              )



Signature of witness                               Signature of representative



Name of witness (print)                            Name of representative (print)


SIGNED by Mark Francis Xavier Mentha           )
(Deed Administrator of Adminco) in the         )
presence of:                                   )


                                                   Witness


                                                   Name of Witness (print)


SIGNED by Mark Anthony Korda (Deed             )
Administrator of Adminco) in the presence      )
of:                                            )


                                                   Witness


                                                   Name of Witness (print)
SIGNED by Mark Francis Xavier Mentha          )
(Voluntary Administrator of Adminco) in the   )
presence of:                                  )


                                                  Witness


                                                  Name of Witness (print)


SIGNED by Mark Anthony Korda                  )
(Voluntary Administrator of Adminco) in the   )
presence of:                                  )


                                                  Witness


                                                  Name of Witness (print)
                      SCHEDULE 1 - ONGOING COMPANIES

Newmont Yandal Operations Pty Ltd (administrators appointed)
ACN 007 066 766

Australian Metals Corporation NL (administrators appointed)
ACN 059 292 376

Great Central Holding Pty Limited (administrators appointed)
ACN 079 773 881

Great Central Investments Pty Limited (administrators appointed)
ACN 079 154 233

Eagle Mining Pty Limited (administrators appointed)
ACN 009 207 087

Newmont Wiluna Mines Pty Limited (administrators appointed)
ACN 009 130 956

Hunter Resources Pty Limited (administrators appointed)
ACN 010 267 428

Quotidian No 117 Pty Limited (administrators appointed)
ACN 003 374 810

Matlock Mining Pty Limited (administrators appointed)
ACN 009 269 130

Newmont Wiluna Metals Pty Limited (administrators appointed)
ACN 009 181 908

Newmont Wiluna Gold Pty Limited (administrators appointed)
ACN 009 751 795

Great Central Mines Pty Limited (administrators appointed)
ACN 009 269 130

Matlock Castellano Pty Limited (administrators appointed)
ACN 008 921 720
SCHEDULE 2 – PRINCIPAL DEED

				
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