Exhibit 4.6

Execution Version





SECOND ADDENDUM TO THE TERM AND
REVOLVING CREDIT FACILITIES

AGREEMENT





SIBANYE GOLD LIMITED

arranged by

BANK OF CHINA
LIMITED JOHANNESBURG BRANCH

FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division)

NEDBANK LIMITED

(acting through its Nedbank Capital and Nedbank Corporate divisions)

as Mandated Lead Arrangers

and

ABSA BANK LIMITED (acting through its Corporate and Investment Banking Division)

INVESTEC BANK LIMITED (acting through its Corporate and Institutional Banking Division)

JPMORGAN CHASE BANK, N.A., JOHANNESBURG BRANCH

THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its Corporate and

Investment Banking division)

as Co-Arrangers

with

NEDBANK LIMITED

(acting through its Nedbank Capital division)

as Facility Agent

and

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

as Lenders

and

OPICONSIVIA TRADING 305 (RF) PROPRIETARY LIMITED

as Debt Guarantor





LOGO



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CONTENTS



|   |  |                                            |  |  
|-- |  | ------------------------------------------ |  | -
|   |  |                                           
|1. |  | DEFINITIONS AND INTERPRETATION             |  | 3
|   |  |                                           
|2. |  | AMENDMENTS EFFECTIVE ON THE SIGNATURE DATE |  | 3
|   |  |                                           
|3. |  | SAVINGS                                    |  | 3
|   |  |                                           
|4. |  | VARIATION                                  |  | 4
|   |  |                                           
|5. |  | COUNTERPARTS                               |  | 4



1



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PARTIES:

This Agreement is made between:



|(1) | SIBANYE GOLD LIMITED as Original Borrower;
|--- | ------------------------------------------



|(2) | BANK OF CHINA LIMITED JOHANNESBURG BRANCH, FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) and NEDBANK LIMITED (acting through its Nedbank Capital and Nedbank Corporate divisions) as mandated
lead arrangers (the Mandated Lead Arrangers);
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | ABSA BANK LIMITED (acting through its Corporate and Investment Banking Division), INVESTEC BANK LIMITED (acting through its Corporate and Institutional Banking Division), JPMORGAN CHASE BANK, N.A., JOHANNESBURG
BRANCH and THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its Corporate and Investment Banking division), as co-arrangers (the Co-Arrangers);
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | NEDBANK LIMITED (acting through its Nedbank Capital division) as agent of the other Finance Parties (the Facility Agent);
|--- | -------------------------------------------------------------------------------------------------------------------------



|(5) | THE FINANCIAL INSTITUTIONSlisted in Schedule 1(The Lenders) as lenders (theLenders); and
|--- | ----------------------------------------------------------------------------------------



|(6) | OPICONSIVIA TRADING 305 (RF) PROPRIETARY LIMITED (asDebt Guarantor).
|--- | --------------------------------------------------------------------

WHEREAS



| | A. | Reference is made to the ZAR R4,500,000,000 Term and Revolving Credit Facilities Agreement concluded between the Original Borrower, Arrangers, Lenders, Facility Agent and the Debt Guarantor on or about 10 December 2013,
as amended by the First Addendum, as defined below (theTerm and Revolving Credit Facilities Agreement).
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | The Parties wish to further amend the Term and Revolving Credit Facilities Agreement, on the terms and subject to the conditions of this Addendum, to further extend the period within which the Driefontein Mortgage Bond
and the Driefontein Special Notarial Bond are to be registered.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | Unless otherwise defined in this Addendum, terms and expressions defined in the Term and Revolving Credit Facilities Agreement have the same meaning in this Addendum.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | D. | The provisions of clauses 1 (Definitions and Interpretation), 30 (Notices), 32 (Partial Invalidity), 33 (Remedies and waivers), 34 (Amendments and Waivers), 35 (Confidentiality)
40 (Sole Agreement), 41 (No implied Terms), 42 (Extensions and Waivers), 43 (Independent Advice) and 44 (Governing Law and Jurisdiction) of the Term and Revolving Credit Facilities Agreement apply to this
Addendum,mutatis mutandis, as if set out in this Addendum in full.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



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IT IS AGREED AS FOLLOWS:



|1. | DEFINITIONS AND INTERPRETATION
|-- | ------------------------------



|1.1. | Definitions
|---- | -----------

For the purposes of this Addendum and the preamble above, unless the
context requires otherwise:



|1.1.1. | Addendummeans this Second Addendum to the Term and Revolving Credit Facilities Agreement and its Schedule;
|------ | ----------------------------------------------------------------------------------------------------------



|1.1.2. | First Addendummeans the First Addendum to The Term and Revolving Credit Facilities Agreement concluded between the Parties on or about 13 March 2014;
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------



|1.1.3. | Parties means parties to the Term and Revolving Credit Facilities Agreement, andParty means, as the context requires, any one of them; and
|------ | ------------------------------------------------------------------------------------------------------------------------------------------



|1.1.4. | Signature Date means the signature date of this Addendum by the last Party signing in time.
|------ | -------------------------------------------------------------------------------------------



|2. | AMENDMENTS EFFECTIVE ON THE SIGNATURE DATE
|-- | ------------------------------------------

With effect from the Signature Date, the
Term and Revolving Credit Facilities Agreement shall be amended by the substitution of:



|2.1. | Clause 21.20 with the following:
|---- | --------------------------------



| | 21.20 | Driefontein Mortgage Bond and Driefontein Special Notarial Bond
| | ------ | ---------------------------------------------------------------

The
Original Borrower shall ensure that the Driefontein Mortgage Bond and the Driefontein Special Notarial Bond are registered at the applicable Deeds Registry within 7 (seven) Months from the Effective Date.; and



|2.2. | Clause 22.16.3 with the following:
|---- | ----------------------------------



| | 22.16.3 | the Driefontein Mortgage Bond and/or the Driefontein Special Notarial Bond are not registered at the applicable Deeds Registry within 7 (seven) Months from the Effective Date..
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | SAVINGS
|-- | -------



|3.1. | Save to the extent expressly set out in this Addendum the terms of the Term and Revolving Credit Facilities Agreement shall remain unaltered and of full force and effect.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.2. | The Parties record that the amendment to the Term and Revolving Credit Facilities Agreement as provided for in this Addendum shall not (and is in no way intended to) constitute a novation by any of the Parties of the
agreement recorded in the Term and Revolving Credit Facilities Agreement.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



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|4. | VARIATION
|-- | ---------

No agreement to vary, add to or cancel this Addendum shall be of any force or
effect unless reduced to writing and signed by or on behalf of the Parties.



|5. | COUNTERPARTS
|-- | ------------

This Addendum may be executed in any number of counterparts and by
different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.



4



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SIGNED at Westonaria on this the 12 day of May 2014.



For and on behalf ofSIBANYE GOLD LIMITED
(as Original Borrower)/s/ C. KeyterSignatory: C. KeyterCapacity: CFOWho warrants his authority hereto




5



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SIGNED at Sandton on this the 12 day of May 2014.



For and on behalf ofBANK OF CHINA LIMITED JOHANNESBURG BRANCH (as Original Lender and Mandated Lead Arranger)/s/ DR Feng LiSignatory: DR Feng LiCapacity: Executive Vice PresidentWho warrants his authority hereto




6



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SIGNED at Sandton on this the 12th day of May 2014.



For and on behalf ofFIRSTRAND BANK LIMITED (acting through its RAND MERCHANT BANK division)(as Original Lender and Mandated Lead Arrangers)/s/ W. JoubertSignatory: W. JoubertCapacity: Authorised SignatoryWho warrants his authority hereto/s/ Mpho MofokengSignatory: M. MofokengCapacity: Authorised SignatoryWho warrants his authority hereto




7



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SIGNED at Sandton on this the 12th day of May 2014.



For and on behalf ofNEDBANK LIMITED (acting through its Nedbank Capital division)(as Facility Agent, Original Lender and Mandated Lead Arranger)/s/ G.L. WebberSignatory: G.L. WebberCapacity: Authorised SignatoryWho warrants his authority hereto/s/ PA van KerckhovenSignatory: PA van KerckhovenCapacity: Authorised SignatoryWho warrants his authority hereto




8



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SIGNED at Sandton on this the 12th day of May 2014.



For and on behalf ofABSA BANK LIMITED (acting through its Corporate and Investment Banking Division) (as Original Lender and Co-Arranger)/s/ A ChettySignatory: A ChettyCapacity: Authorised SignatoryWho warrants his authority hereto/s/ D. RenwickSignatory: D. RenwickCapacity: Authorised SignatoryWho warrants his authority hereto




10



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SIGNED at Johannesburg on this the 12th day of May 2014.



For and on behalf ofINVESTEC BANK LIMITED (acting through its Corporate and Institutional Banking Division) (as Original Lender and Co-Arranger)/s/ P FordSignatory: P FordCapacity: Authorised SignatoryWho warrants his authority hereto/s/ A Van DalsenSignatory: A Van DalsenCapacity: Authorised SignatoryWho warrants his authority hereto




11



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SIGNED at Illovo on this the 12th day of May 2014.



For and on behalf ofJPMORGAN CHASE BANK, N.A., JOHANNESBURG BRANCH (as Original Lender and Co-Arranger)/s/ M HusseySignatory: M HusseyCapacity: Managing DirectorWho warrants his authority hereto




12



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SIGNED at Rosebank on this the 12th day of May 2014.



For and on behalf ofTHE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its CORPORATE AND INVESTMENT BANKING division)(as Original Lender and Co-Arranger)/s/ B BreetzkeSignatory: Brad BreetzkeCapacity: Head: MiningWho warrants his authority hereto




13



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SIGNED at Cape Town on this the 12th day of May 2014.



For and on behalf ofOPICONSIVIA TRADING 305 (RF) PROPRIETARY LIMITED (as Debt Guarantor)/s/ T. Ross-GillespieSignatory: T. Ross-GillespieCapacity: DirectorWho warrants his authority heretoSignatory:Capacity:Who warrants his authority hereto




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SCHEDULE 1

THE ORIGINAL LENDERS

Part I: The Original Facility A Lenders



|                                                                                                         |  |                                                                                                                                               
|-------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|ABSA Bank Limited (acting through its Corporate
and Investment Banking Division)                         |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1986/004794/06                
|                                                                                                         | 
|Bank of China Limited Johannesburg Branch                                                                |  | An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2000/008434/10
|                                                                                                         | 
|FirstRand Bank Limited (acting through its Rand
Merchant Bank division)                                  |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1929/001225/06                
|                                                                                                         | 
|Investec Bank Limited (acting through its
Corporate and Institutional Banking Division)                  |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1969/004763/06                
|                                                                                                         | 
|JPMorgan Chase Bank, N.A., Johannesburg
Branch                                                           |  | An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2001/016069/10
|                                                                                                         | 
|Nedbank Limited (acting through its Nedbank
Capital and Nedbank Corporate divisions)                     |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1951/000009/06                
|                                                                                                         | 
|The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1962/000738/06                



15



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Part II: The Original Facility B Lenders



|                                                                                        |  |                                                                                                                                               
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|Bank of China Limited Johannesburg Branch                                               |  | An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2000/008434/10
|                                                                                        | 
|FirstRand Bank Limited (acting through its Rand
Merchant Bank division)                 |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1929/001225/06                
|                                                                                        | 
|Investec Bank Limited (acting through its
Corporate and Institutional Banking Division) |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1969/004763/06                
|                                                                                        | 
|JPMorgan Chase Bank, N.A., Johannesburg
Branch                                          |  | An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2001/016069/10
|                                                                                        | 
|Nedbank Limited (acting through its Nedbank
Capital and Nedbank Corporate divisions)    |  | A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1951/000009/06                



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