Platinum Group Metals Ltd. - Exhibit 4.8 - 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 


	FIFTH MODIFICATION AGREEMENT TO THE SECOND
      
AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of October 18, 2018 

Fifth Modification Agreement to the Second Amended and Restated
Credit Agreement




FIFTH MODIFICATION AGREEMENT TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT made as of October 18, 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 “A&R
CA”), as amended by a first modification agreement to the second amended and
restated credit agreement dated as of February 28, 2018 (the “First
Modification Agreement”). 

B.       
The Finance Parties provided certain consents and waivers in respect of
the A&R CA (as amended by the First Modification Agreement) by way of an
email dated March 28, 2018 (the “Consent and Waiver”). 

C.       
The Credit Parties and the Finance Parties entered into a second
modification agreement to the second amended and restated credit agreement dated
as of May 1, 2018 (the “Second Modification Agreement”). 

Fifth Modification Agreement to the Second Amended and Restated
Credit Agreement




- 2 - 

D.       
The Credit Parties and the Finance Parties entered into a third
modification and waiver agreement to the second amended and restated credit
agreement dated as of May 1, 2018 (the “Third Modification Agreement”).


E.       
The Credit Parties and the Finance Parties entered into a fourth modification
and waiver agreement to the second amended and restated credit agreement dated
as of August 21, 2018 (the “Fourth Modification Agreement” and together
with the Consent and Waiver and the A&R CA, the First Modification
Agreement, the Second Modification Agreement and the Third Modification
Agreement, the “Credit Agreement”). 

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

G.       
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: 

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.








- 3 - 

	1.5 	
      Time of the Essence

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



ARTICLE 2 
AMENDMENTS 


	2.1 	
      Amendment to Section 7.1(l)

	 	 
		
      Section 7.1(l) of the Credit Agreement is hereby amended
      by deleting the reference to “May 31, 2018” therein and replacing it with
      the following “January 31, 2019”.



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 
WAIVER 


	4.1 	
      Waiver

	 	 
		
      The Majority Creditors hereby waive the application of
      Section 3.3 of the Credit Agreement to the equity financing by way of a
      private placement issuance by the Borrower to be completed by no later
      than November 30, 2018 and in an amount up to
  US$6,000,000.



ARTICLE 5 
MISCELLANEOUS 


	5.1 	
      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.

	 	 
	5.2 	
      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.








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	5.3 	
      Enurement

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

	 	 
	5.4 	
      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.

	 	 
	5.5 	
      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.

	 	 
	5.6 	
      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.

	 	 
	5.7 	
      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/ R.
      Michael Jones 	 
	  	Authorized Signatory 	 
	  	 	 
	  	 	 
	Per: 	/s/
      Frank Hallam 	 
	  	Authorized Signatory 	 


 

PLATINUM GROUP METALS (RSA) PROPRIETARY LIMITED 

 

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


 

LIBERTY METALS & MINING HOLDINGS, LLC, as Agent 

 

	Per: 	/s/
      Mark Tomek 	 
	  	Authorized Signatory 	 


 

LIBERTY METALS & MINING HOLDINGS, LLC, as Lender

 

	Per: 	/s/
      Mark Tomek 	 
	  	Authorized Signatory 	 


Fifth Modification Agreement to the Second Amended and Restated
Credit Agreement