This Trust Deed is made on 27 February 2004 between:
ANGLOGOLD HOLDINGS PLC (the "Issuer") whose registered office is at Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx, Xxxx xx Xxx, XX0 0XX;
ANGLOGOLD LIMITED (the "Guarantor") whose registered office is at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, 0000 (PO Xxx 00000, Xxxxxxxxxxxx, 0000), Xxxxx Xxxxxx; and
THE LAW DEBENTURE TRUST CORPORATION p.l.c. whose registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX (the "Trustee", which expression shall, where the context so admits, include all persons for the time being the trustee or trustees of this Trust Deed).
The Issuer, incorporated with limited liability in the Isle of Man, has by a resolution of its Board of Directors passed on 18 February 2004 authorised the issue of U.S.$900,000,000 2.375 per cent. Guaranteed Convertible Bonds due 2009 (subject to increase by up to U.S.$100,000,000 pursuant to the Option (as defined below)) to be constituted by this Trust Deed.
The Guarantor, incorporated with limited liability in the Republic of South Africa, has by a resolution of its Board of Directors passed on 28 January 2004 resolved to give the guarantee of the Bonds (as defined in Clause 1.1 below) upon and subject to the terms and conditions set out below.
The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.
Now this Deed witnesses and it is hereby agreed and declared as follows:
The following expressions shall have the following meanings:
"ADS" means the Unrestricted ADSs and/or the Restricted ADSs, as the case may be;
"Agents" means, in relation to the Bonds, the Paying, Transfer and Conversion Agents and the Registrar and, in relation to any Further Bonds, means any agent appointed in relation to them;
"Auditors" means the auditors for the time being of the Guarantor or, if they are unable or unwilling to carry out any action requested of them under this Trust Deed, such other firm of accountants as may be nominated or approved in writing by the Trustee for the purpose;
"Bondholder" and (in relation to a Bond) "holder" means a person in whose name a Bond is registered in the register of Bondholders;
"Bonds" means the Original Bonds and/or as the context may require any Further Bonds, except that in Schedules 1 and 2 "Bonds" means the Original Bonds;
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Closing Date" means 27 February 2004;