Platinum Group Metals Ltd. - Exhibit 4.4 - Filed by newsfilecorp.com






PLATINUM GROUP METALS LTD. 

as Borrower 

- and - 

PLATINUM GROUP METALS (RSA) PROPRIETARY LIMITED 

as Guarantor 

- and - 

LIBERTY METALS & MINING HOLDINGS, LLC 

as Agent 

- and - 

LIBERTY METALS & MINING HOLDINGS, LLC 

as Production Payment Termination Fee Holder 

- and - 

THE SEVERAL LENDERS 
FROM TIME TO TIME PARTIES
HERETO 


as Lenders 


	FIRST MODIFICATION AGREEMENT TO THE SECOND
      
AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of February 28, 2018 

First Modification Agreement to the Second Amended and Restated
Credit Agreement 




FIRST MODIFICATION AGREEMENT TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT made as of the 28th day of February,
2018 

BETWEEN: 


  
    
      
        PLATINUM GROUP METALS LTD., a company existing under the
          laws of British Columbia 

        (hereinafter referred to as the “Borrower”) 

      

    

  



AND: 


  
    
      
        PLATINUM GROUP METALS (RSA) PROPRIETARY LIMITED, a
          company existing under the laws of South Africa 

        (hereinafter referred to as the “Guarantor”, and
          together with the Borrower, the “Credit Parties”) 

      

    

  



AND: 


  
    
      
        LIBERTY METALS & MINING HOLDINGS, LLC, a limited
          liability company formed under the laws of Delaware, as administrative agent
        

        (hereinafter referred to as the “Agent” or the
          “Production Payment Termination Fee Holder”, as applicable) 

      

    

  



AND: 


  
    
      
        THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO AS
          LENDERS (together with their respective successors and permitted assigns,
          the “Lenders” and together with the Agent and the Production Payment
          Termination Fee Holder, the “Finance Parties”) 

      

    

  



BACKGROUND: 

A.           
 The Credit Parties and the Finance Parties entered into a second amended
and restated second lien credit agreement on February 12, 2018 (the “Credit
Agreement”). 

B.             The
Credit Parties have requested and the Finance Parties have agreed to waive
certain provisions in the Credit Agreement. 

C.             The
Finance Parties have agreed to the foregoing on and subject to the terms of this
Agreement. 

AGREEMENTS 

                 NOW
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto covenant and agree as follows: 

First Modification Agreement to the Second Amended and Restated
Credit Agreement 




- 2 - 

ARTICLE 1 
INTERPRETATION 


	1.1 	
      Defined Terms

	 	 
		
      Unless otherwise defined herein, all defined terms shall
      for all purposes of this Agreement, or any amendment, substitution,
      supplement, replacement, restatement or addition hereto, have the meanings
      given in the Credit Agreement, as amended.

	 	 
	1.2 	
      Other Usages

	 	 
		
      References to “this Agreement”, “the
      Agreement”, “hereof”, “herein”, “hereto” and like
      references refer to this Agreement and not to any particular Article,
      Section or other subdivision of this Agreement. Any references herein to
      any agreements or documents shall mean such agreements or documents as
      amended, supplemented, restated or otherwise modified from time to time in
      accordance with the terms hereof and thereof.

	 	 
	1.3 	
      Headings

	 	 
		
      The division of this Agreement into Articles and Sections
      and the insertion of headings in this Agreement are for convenience of
      reference only and shall not affect the construction or interpretation of
      this Agreement.

	 	 
	1.4 	
      Applicable Law

	 	 
		
      This Agreement shall be governed by and construed in
      accordance with the laws of the Province of British Columbia and the
      federal laws of Canada applicable therein. Any legal action or proceeding
      with respect to this Agreement may be brought in the courts of the
      Province of British Columbia and, by execution and delivery of this
      Agreement, the parties hereby accept for themselves and in respect of
      their property, generally and unconditionally, the non-exclusive
      jurisdiction of the aforesaid courts. Each party irrevocably consents to
      the service of process out of any of the aforementioned courts in any such
      action or proceeding by the mailing of copies thereof by registered or
      certified mail, postage prepaid, to such party to the address prescribed
      by Sections 10.1 or 10.2 of the Credit Agreement, as applicable, such
      service to become effective five Business Days after such mailing. Nothing
      herein shall limit the right of any party to serve process in any manner
      permitted by law or to commence legal proceedings or otherwise proceed
      against any other party in any other jurisdiction.

	 	 
	1.5 	
      Time of the Essence

	 	 
		
      Time shall in all respects be of the essence of this
      Agreement.



ARTICLE 2 
WAIVER 


	2.1 	
      Waiver

	 	 
		
      The Majority Creditors hereby waive, in each case, until
      March 31, 2018: (a) the requirement set out in Section 7.2(s) of the
      Credit Agreement for the Credit Parties to receive in form and substance
      satisfactory to the Agent, the 2018 SARB Approval by February 28, 2018;
      (b) the requirement set out in Section 7.2(x) of the Credit Agreement for
      the Credit Parties to enter into a Blocked Account Agreement by not later
than February 28, 2018; and; (c) the Event of Default set out in Section
8.1(u)(m) of the Credit Agreement if the Transfer Date (as such term is defined
in the Sale of Business Agreement) does not occur by February 28, 2018. 








- 3 - 

The waivers set forth in this Section
2.1 shall not be deemed to be a consent, waiver or modification of any other
term or condition of the Credit Agreement and shall not prejudice any right or
rights which the Finance Parties may now have or may have in the future in
respect of any agreement, term or condition under or in connection with the
Credit Agreement and shall not in any way constitute a waiver of any other
Default or Event of Default under the Credit Agreement, and the Finance Parties
expressly reserve all of their existing and future rights under the Credit
Agreement arising in respect of any other Default or Event of Default. 

ARTICLE 3 
GUARANTOR ACKNOWLEDGEMENT 


	3.1 	
      Guarantor Acknowledgement

	 	 
		
      The Guarantor hereby acknowledges and confirms that the
      Guarantee is continuing and is in full force and effect, notwithstanding
      the amendments to the Credit Agreement effected
hereby.



ARTICLE 4 
MISCELLANEOUS 


	4.1 	
      General Rule

	 	 
		
      Subject to the terms and conditions herein contained, the
      Credit Agreement, as amended, is hereby further amended to the extent
      necessary to give effect to the provisions of this Agreement and to
      incorporate the provisions of this Agreement into the Credit
    Agreement.

	 	 
	4.2 	
      Future References to the Credit
Agreement

	 	 
		
      On and after the date of this Agreement, (i) each
      reference in the Credit Agreement to “this Agreement”, “hereunder”,
      “hereof”, or words of like import referring to the Credit Agreement, and
      each reference in any related document to the “Credit Agreement”,
      “thereunder”, “thereof”, or words of like import referring to the Credit
      Agreement, and (ii) each reference in the other Facility Documents to the
      Credit Agreement shall mean and be a reference to the Credit Agreement, as
      amended, modified, supplemented, restated or replaced from time to time.
      The Credit Agreement, as amended, is and shall continue to be in full
      force and effect and is hereby in all respects ratified and
    confirmed.

	 	 
	4.3 	
      Enurement

	 	 
		
      This Agreement shall enure to the benefit of and shall be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 
	4.4 	
      Conflict

	 	 
		
      If any provision of this Agreement is inconsistent or
      conflicts with any provision of the Credit Agreement, the relevant
      provision of this Agreement shall prevail and be
  paramount.







- 4 - 

	4.5 	
      Counterparts

	 	 
		
      This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original and all of
      which taken together shall be deemed to constitute one and the same
      instrument.

	 	 
	4.6 	
      Entire Agreement

	 	 
		
      This Agreement amends and modifies the Credit Agreement
      and together with it and the agreements referred to therein and delivered
      pursuant thereto, constitute the entire agreement between the parties
      hereto and supersedes any prior agreements, undertakings, declarations,
      representations and understandings, both written and verbal, in respect of
      the subject matter hereof.

	 	 
	4.7 	
      Amendments

	 	 
		
      This Agreement may only be amended or modified by further
      written instrument, executed and delivered by each of the parties
      hereto.



[signature pages follow] 




IN WITNESS WHEREOF the parties hereto have executed this
Agreement under the hands of their proper officers duly authorized on their
behalf on the date first above written. 

 

PLATINUM GROUP METALS LTD. 

 

	Per: 	/s/
      Frank Hallam 	 
	  	Authorized Signatory 	 
	  	 	 
	  	 	 
	Per: 	/s/ R.
      Michael Jones 	 
	  	Authorized Signatory 	 


 

PLATINUM GROUP METALS (RSA) PROPRIETARY LIMITED 

 

	Per: 	/s/
      Frank Hallam 	 
	  	Authorized Signatory 	 
	  	 	 
	  	 	 
	Per: 	/s/ R.
      Michael Jones 	 
	  	Authorized Signatory 	 


 

LIBERTY METALS & MINING HOLDINGS, LLC, as Agent 

 

	Per: 	/s/
      Mark Tomek 	 
	  	Authorized Signatory 	 


 

LIBERTY METALS & MINING HOLDINGS, LLC, as Lender and
Production Payment Termination Fee Holder 

 

	Per: 	/s/
      Mark Tomek 	 
	  	Authorized Signatory 	 


First Modification Agreement to the Second Amended and Restated
Credit Agreement