Platinum Group Metals Ltd. - Exhibit 4.10 - Filed by newsfilecorp.com











Execution Version 


PLATINUM GROUP METALS LTD.

and 


PLATINUM GROUP METALS (RSA) PROPRIETARY LIMITED

 and

 LIBERTY METALS & MINING HOLDINGS, LLC 

	 
	 
	
PRODUCTION PAYMENT AGREEMENT TERMINATION	
	
AGREEMENT MODIFICATION AGREEMENT	
	 



Dated as of February 12, 2018 






PRODUCTION PAYMENT AGREEMENT TERMINATION AGREEMENT

MODIFICATION AGREEMENT 


THIS PRODUCTION PAYMENT AGREEMENT TERMINATION AGREEMENT
MODIFICATION AGREEMENT made as of the 12th day of February, 2018 

AMONG: 


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

      

    

  



     (“PGM (BC)”) 

AND: 


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

      

    

  



     (“PGM (RSA)”) 

AND: 


  
    
      
        LIBERTY METALS & MINING HOLDINGS, LLC, a limited
          liability company existing under the laws of the State of Delaware 

      

    

  



     (“Liberty Metals &
Mining”) 

BACKGROUND: 

	A. 	
      PGM (BC) and Liberty Metals & Mining and certain
      other parties entered into a second lien second amended and restated
      credit agreement dated as of February 12, 2018 (the “Credit
      Agreement”).

	 	 
	B. 	
      PGM (BC), PGM (RSA) and Liberty Metals & Mining
      entered into a Production Payment Agreement Termination Agreement dated as
      of October 30, 2017 (the “Production Payment Termination
      Agreement”).

	 	 
	C. 	
      The parties to the Production Payment Termination
      Agreement wish to amend the Production Payment Termination Agreement to,
      inter alia, extend the date on which the Reduced Termination Fee
      (as defined in the Production Payment Termination Agreement) is required
      to be paid.



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: 




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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. 

		     
	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 

		     
		
      Except for matters of title to the Property or its
      assignment, lease or transfer, which will be governed by the law of its
      situs, this Agreement shall be governed by the laws of the Province of
      British Columbia and the federal laws of Canada applicable therein and
      shall be treated in all respects as a British Columbia contract.


		     
	1.5 	
      Time of the Essence 

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



ARTICLE 2 
AMENDMENTS 


	2.1 	
      Production Payment

	 	 
	 	
      Section 2.1 of the Production Payment Termination
      Agreement is amended by deleting each reference to “March 31, 2018” and
      replacing it with “April 30, 2018”.



ARTICLE 3 
CONDITIONS PRECEDENT TO EFFECTIVENESS OF
THIS AGREEMENT 


	3.1 	
      This Agreement shall not become effective until the
      Credit Agreement becomes effective in accordance with its
  terms.







- 4 -

ARTICLE 4 
MISCELLANEOUS 


	4.1 	General Rule 
		 
		
      Subject to the terms and conditions herein contained, the
      Production Payment Termination 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
      Production Payment Termination Agreement. 

		
       

	4.2 	
      Future References to the Production Payment
      Termination Agreement 

		
       

		
      On and after the date of this Agreement, (i) each
      reference in the Production Payment Termination Agreement to “this
      Agreement”, “hereunder”, “hereof”, or words of like import referring to
      the Production Payment Termination Agreement, and each reference in any
      related document to the “Production Payment Termination Agreement”,
      “thereunder”, “thereof”, or words of like import referring to the
      Production Payment Termination Agreement, and (ii) each reference in the
      Credit Agreement, as amended, and the other Facility Documents (as defined
      in the Credit Agreement) shall mean and be a reference to the Production
      Payment Termination Agreement, as amended, modified, supplemented,
      restated or replaced from time to time. The Production Payment Termination
      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 as determined in accordance with the Production Payment
      Termination Agreement. 

		
       

	4.4 	
      Conflict 

		
       

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

		
       

	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 Production Payment
      Termination 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.
  







- 5 -

	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] 




- 6 -

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.



 

	 	By: 	/s/ Frank Hallam 
	 	Name: 	Frank R. Hallam
  
	 	Title: 	CFO 


 

	 	PLATINUM GROUP METALS (RSA)
      PROPRIETARY LIMITED 



 

	 	By: 	/s/ Frank Hallam 
	 	Name: 	Frank R. Hallam
  
	 	Title: 	Director 


 

	 	LIBERTY METALS & MINING HOLDINGS,
      LLC 


 

	 	By: 	/s/ Mark Tomek 
	 	Name: 	Mark Tomek 
	 	Title: 	Director