[NM ROTHSCHILD & SON LIMITED LETTERHEAD]
To: Randgold Resources Limited
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
From: Metal Confirmation Unit
STRUCTURED PRECIOUS METALS OPTION AND LOAN CONFIRMATION
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions, the 1998
Supplement to the 1991 ISDA Definitions, the 1993 Commodity Definitions and the
1997 ISDA Short Form Bullion Definitions (as published by the International
Swaps and Derivatives Association, Inc.) are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and
provisions this Confirmation, and this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of 9th March 2000, as amended supplemented from time to time
(the "Agreement"), between us. All provisions contained in the Agreement govern
this Confirmation except as expressly modified below.
TRADE DATE: 23-AUG-02
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PREMIUM PREMIUM PREMIUM MATURITY
TRADE ID WE PUT/CALL FINE OUNCES STRIKE RATE PER OZ AMOUNT DATE EXPIRY DATE DATE
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2737497 Sold Call 12,375.00 $349.950 $12.160 $150,480.00 28-Aug-02 28-Jan-04 30-Jan-04
2737496 Sold Call 12,375.00 $350.600 $12.160 $150,480.00 28-Aug-02 25-Feb-04 27-Feb-04
2737495 Sold Call 12,375.00 $351.250 $12.160 $150,480.00 28-Aug-02 29-Mar-04 31-Mar-04
2737494 Sold Call 12,375.00 $351.900 $12.160 $150,480.00 28-Aug-02 28-Apr-04 30-Apr-04
2737493 Sold Call 12,375.00 $352.550 $12.160 $150,480.00 28-Aug-02 26-May-04 28-May-04
2737492 Sold Call 12,375.00 $353.200 $12.160 $150,480.00 28-Aug-02 28-Jun-04 30-Jun-04
2737491 Sold Call 12,375.00 $353.850 $12.160 $150,480.00 28-Aug-02 28-Jul-04 30-Jul-04
2737490 Sold Call 12,375.00 $354.500 $12.160 $150,480.00 28-Aug-02 27-Aug-04 31-Aug-04
2737489 Sold Call 12,375.00 $355.150 $12.160 $150,480.00 28-Aug-02 28-Sep-04 30-Sep-04
2737488 Sold Call 12,375.00 $355.800 $12.160 $150,480.00 28-Aug-02 27-Oct-04 29-Oct-04
2737487 Sold Call 12,375.00 $356.450 $12.160 $150,480.00 28-Aug-02 26-Nov-04 30-Nov-04
2737486 Sold Call 12,375.00 $357.100 $12.160 $150,480.00 28-Aug-02 29-Dec-04 31-Dec-04
Total premiums due value 28-Aug-02 are $1,805,760.00
You have bought these gold call options to offset existing positions with N M
Rothschild & Sons Limited ("Rothschild") and therefore we confirm that those
original positions are now cancelled. On this basis it is agreed that both
Parties will delete the option contacts from their relevant systems.
In lieu of the premium due Rothschild has agreed to lend to Randgold Resources
the sum of $1,805,760.00 value 28/8/02 on a pre-agreed repayment schedule that
will see these funds repaid monthly through calendar 2004. NMR will effect 12
loans each of $150,480.00 from 28th August 2002 to each of the value dates of
the gold call options. Interest on each loan will be payable on the value date
of the relevant gold call option.
The applicable interest rate will be the relevant interbank rate for the
interest period plus a margin of 3% p.a. The rate quoted will be a zero coupon
rate as it will allow for the interest being paid on each loan at its maturity
with no interim coupon payments.
The loan repayment schedule is itemised below.
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INTEREST TOTAL AT
CONTRACT NUMBER OUR PRINCIPAL FROM TO RATE RECEIVABLE MATURITY
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2064041 Loan $150,480.00 28-Aug-02 30-Jan-04 5.21% $11,324.46 $161,804.46
2064042 Loan $150,480.00 28-Aug-02 27-Feb-04 5.27% $12,071.67 $162,551.67
2064043 Loan $150,480.00 28-Aug-02 31-Mar-04 5.34% $12,968.62 $163,448.62
2064044 Loan $150,480.00 28-Aug-02 30-Apr-04 5.40% $13,791.49 $164,271.49
2064045 Loan $150,480.00 28-Aug-02 28-May-04 5.47% $14,610.48 $165,090.48
2064046 Loan $150,480.00 28-Aug-02 30-Jun-04 5.54% $15,561.64 $166,041.64
2064047 Loan $150,480.00 28-Aug-02 30-Jul-04 5.61% $16,461.76 $166,941.76
2064048 Loan $150,480.00 28-Aug-02 31-Aug-04 5.68% $17,426.92 $167,906.92
2064049 Loan $150,480.00 28-Aug-02 30-Sep-04 5.74% $18,330.80 $168,810.80
2064050 Loan $150,480.00 28-Aug-02 29-Oct-04 5.80% $19,225.49 $169,705.49
2064051 Loan $150,480.00 28-Aug-02 30-Nov-04 5.88% $20,277.18 $170,757.18
2064052 Loan $150,480.00 28-Aug-02 31-Dec-04 5.94% $21,253.80 $171,733.80
Total interest due is $193,304.31
Total amount repayable is $1,999,064.31
Any Event of Default or Termination Event, howsoever defined in the above
mentioned Agreement and the Loan Agreement dated 17th September 2001 among
Randgold Resources Limited as the Borrower and N M Rothschild & Sons Limited,
Societe Generale, and Standard Bank (London) Limited as the Lenders, will
constitute an Event of Default or Termination Event, as appropriate, under this
Transaction.
Time of dealing available on request
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing a copy of this Confirmation and returning it to us
immediately.
Please telephone or telex us immediately should the particulars of this
Confirmation not be in accordance with your understanding.
We agree the above:
Signed on behalf of
Randgold Resources Limited /s/ ▇.▇. ▇▇▇▇▇▇▇▇
Date: 30/8/2002
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